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UDR, Inc. - Annual Report: 2020 (Form 10-K)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

 

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

For the fiscal year ended December 31, 2020

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.)

54-1776887

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

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

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (720283-6120

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

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $0.01 par value

UDR

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

UDR, Inc.

Yes  

No

United Dominion Realty, L.P.

Yes

No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

UDR, Inc.

Yes

No þ

United Dominion Realty, L.P.

Yes

No þ

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.

UDR, Inc.

Yes þ

No

United Dominion Realty, L.P.

Yes þ

No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

UDR, Inc.

Yes þ

No

United Dominion Realty, L.P.

Yes þ

No

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

UDR, Inc.:

Large Accelerated Filer þ

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company 

Emerging Growth Company 

United Dominion Realty, L.P.:

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer þ

Smaller Reporting Company 

Emerging Growth Company 

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

UDR, Inc.

Yes þ

No

United Dominion Realty, L.P.

Yes

No þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

UDR, Inc.

Yes

No þ

United Dominion Realty, L.P.

Yes

No þ

The aggregate market value of the shares of common stock of UDR, Inc. held by non-affiliates on June 30, 2020 was approximately $5.8 billion. This calculation excludes shares of common stock held by the registrant’s officers and directors and each person known by the registrant to beneficially own more than 5% of the registrant’s outstanding shares, as such persons may be deemed to be affiliates. This determination of affiliate status should not be deemed conclusive for any other purpose. As of February 16, 2021, there were 296,820,995 shares of UDR, Inc.’s common stock outstanding.

There is no public trading market for the partnership units of United Dominion Realty, L.P. As a result, an aggregate market value of the partnership units of United Dominion Realty, L.P. cannot be determined.

DOCUMENTS INCORPORATED BY REFERENCE

Table of Contents

The information required by Part III of this Report, to the extent not set forth herein, is incorporated by reference from UDR, Inc.’s definitive proxy statement for the 2020 Annual Meeting of Stockholders.

Table of Contents

TABLE OF CONTENTS

PAGE

PART I

Item 1. Business

4

Item 1A. Risk Factors

15

Item 1B. Unresolved Staff Comments

31

Item 2. Properties

32

Item 3. Legal Proceedings

33

Item 4. Mine Safety Disclosures

33

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

34

Item 6. Selected Financial Data

36

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

37

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

67

Item 8. Financial Statements and Supplementary Data

67

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

67

Item 9A. Controls and Procedures

67

Item 9B. Other Information

68

PART III

Item 10. Directors, Executive Officers and Corporate Governance

69

Item 11. Executive Compensation

69

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

69

Item 13. Certain Relationships and Related Transactions, and Director Independence

69

Item 14. Principal Accountant Fees and Services

69

PART IV

Item 15. Exhibits, Financial Statement Schedules

70

Item 16. Form 10-K Summary

78

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EXPLANATORY NOTE

This Report combines the annual reports on Form 10-K for the fiscal year ended December 31, 2020 of UDR, Inc., a Maryland corporation, and United Dominion Realty, L.P., a Delaware limited partnership, of which UDR, Inc. is the parent company and sole general partner. Unless the context otherwise requires, all references in this Report to “we,” “us,” “our,” the “Company,” “UDR” or “UDR, Inc.” refer collectively to UDR, Inc., together with its consolidated subsidiaries and joint ventures, including United Dominion Realty, L.P. and UDR Lighthouse DownREIT L.P. (the “DownREIT Partnership”), also a Delaware limited partnership of which UDR is the sole general partner. Unless the context otherwise requires, the references in this Report to the “Operating Partnership” or the “OP” refer to United Dominion Realty, L.P., together with its consolidated subsidiaries. “Common stock” refers to the common stock of UDR and “stockholders” means the holders of shares of UDR’s common stock and preferred stock. The limited partnership interests of the Operating Partnership and the DownREIT Partnership are referred to as “OP Units” and “DownREIT Units,” respectively, and the holders of the OP Units and DownREIT Units are referred to as “unitholders.” This combined Form 10-K is being filed separately by UDR and the Operating Partnership.

There are a number of differences between the Company and the Operating Partnership, which are reflected in our disclosures in this Report. UDR is a real estate investment trust (“REIT”), whose most significant asset is its ownership interest in the Operating Partnership. UDR also conducts business through other subsidiaries, including its taxable REIT subsidiary (“TRS”). UDR acts as the sole general partner of the Operating Partnership, holds interests in subsidiaries and joint ventures, owns and operates properties, issues securities from time to time and guarantees debt of certain of our subsidiaries. The Operating Partnership conducts the operations of a substantial portion of the business and is structured as a partnership with no publicly traded equity securities. The Operating Partnership has guaranteed certain outstanding debt of UDR.

As of December 31, 2020, UDR owned 0.1 million units (100%) of the general partnership interests of the Operating Partnership and 176.1 million OP Units, representing approximately 95.3% of the total outstanding OP Units in the Operating Partnership. UDR conducts a substantial amount of its business and holds a substantial amount of its assets through the Operating Partnership, and, by virtue of its ownership of the OP Units and UDR’s role as the Operating Partnership’s sole general partner, UDR has the ability to control all of the day-to-day operations of the Operating Partnership. Separate financial statements and accompanying notes, as well as separate discussions under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasers of Equity Securities” and “Control and Procedures” are presented in this report for each of UDR and the Operating Partnership. In addition, certain disclosures in “Business” are separated by entity to the extent that the discussion relates to UDR’s business outside of the Operating Partnership.

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PART I

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, rental expense growth and expected or potential impacts of the novel coronavirus disease (“COVID-19”) pandemic. Words such as “expects,” “anticipates,” “intends,” “plans,” “likely,” “will,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. Such factors include, among other things, the impact of the COVID-19 pandemic and measures intended to prevent its spread or address its effects, unfavorable changes in the apartment market, changing economic conditions, the impact of inflation/deflation on rental rates and property operating expenses, expectations concerning the availability of capital and the stability of the capital markets, the impact of competition and competitive pricing, acquisitions, developments and redevelopments not achieving anticipated results, delays in completing developments and redevelopments, delays in completing lease-ups on schedule or at expected rent and occupancy levels, expectations on job growth, home affordability and demand/supply ratio for multifamily housing, expectations concerning development and redevelopment activities, expectations on occupancy levels and rental rates, expectations concerning joint ventures and partnerships with third parties, expectations that automation will help grow net operating income, and expectations on annualized net operating income.

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

the impact of the COVID-19 pandemic and measures intended to prevent its spread or address its effects;

general economic conditions;

unfavorable changes in apartment market and economic conditions that could adversely affect occupancy levels and rental rates, including as a result of COVID-19;

the failure of acquisitions to achieve anticipated results;

possible difficulty in selling apartment communities;

competitive factors that may limit our ability to lease apartment homes or increase or maintain rents;

insufficient cash flow that could affect our debt financing and create refinancing risk;

failure to generate sufficient revenue, which could impair our debt service payments and distributions to stockholders;

development and construction risks that may impact our profitability;

potential damage from natural disasters, including hurricanes and other weather-related events, which could result in substantial costs to us;

risks from climate change that impacts our properties or operations;

risks from extraordinary losses for which we may not have insurance or adequate reserves;

risks from cybersecurity breaches of our information technology systems and the information technology systems of our third party vendors and other third parties;

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

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delays in completing developments and lease-ups on schedule;

our failure to succeed in new markets;

risks that third parties who have an interest in or are otherwise involved in projects in which we have an interest, including mezzanine borrowers, joint venture partners or other investors, do not perform as expected;

changing interest rates, which could increase interest costs and affect the market price of our securities;

potential liability for environmental contamination, which could result in substantial costs to us;

the imposition of federal taxes if we fail to qualify as a REIT under the Code in any taxable year;

our internal control over financial reporting may not be considered effective which could result in a loss of investor confidence in our financial reports, and in turn have an adverse effect on our stock price; and

changes in real estate laws, tax laws, rent control or stabilization laws or other laws affecting our business.

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

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

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

Summary of Risk Factors

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows and prospects. These risks are discussed more fully in Item 1A. Risk Factors herein. These risks include, but are not limited to, the following:

The Ongoing COVID-19 Pandemic and Measures Intended to Prevent its Spread Could Have a Material Adverse Effect on our Business, Results of Operations, Cash Flows and Financial Condition.
Unfavorable Apartment Market and Economic Conditions Could Adversely Affect Occupancy Levels, Rental Revenues and the Value of Our Real Estate Assets.
The Geographic Concentration of Our Communities in Certain Markets Could Have an Adverse Effect on Our Operations if a Particular Market is Adversely Impacted by Economic or Other Conditions.
We May Be Unable to Renew Leases or Relet Apartment Units as Leases Expire, or the Terms of Renewals or New Leases May Be Less Favorable Than Current Leases.
Competition Could Limit Our Ability to Lease Apartment Homes or Increase or Maintain Rents.
We May Not Realize the Anticipated Benefits of Past or Future Acquisitions, and the Failure to Integrate Acquired Communities and New Personnel Successfully Could Create Inefficiencies.
Competition Could Adversely Affect Our Ability to Acquire Properties.
Development and Construction Risks Could Impact Our Profitability.
Bankruptcy or Defaults of Our Counterparties Could Adversely Affect Our Performance.

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We Could Incur Significant Insurance Costs and Some Potential Losses May Not Be Adequately Covered by Insurance.
The Adoption of, or Changes to, Rent Control, Rent Stabilization, Eviction, Tenants’ Rights and Similar Laws and Regulations in Our Markets Could Have an Adverse Effect on Our Results of Operations and Property Values.
Insufficient Cash Flow Could Affect Our Debt Financing and Create Refinancing Risk.
Failure to Generate Sufficient Income Could Impair Debt Service Payments and Distributions to Stockholders.
Changing Interest Rates Could Increase Interest Costs and Adversely Affect Our Cash Flow and the Market Price of Our Securities.
Failure To Maintain Our Current Credit Ratings Could Adversely Affect Our Cost of Funds, Related Margins, Liquidity, and Access to Capital Markets.
Disruptions in Financial Markets May Adversely Impact Availability and Cost of Credit and Have Other Adverse Effects on Us and the Market Price of UDR’s Stock.
We Would Incur Adverse Tax Consequences if UDR Failed to Qualify as a REIT.
Changes in Market Conditions and Volatility of Stock Prices Could Adversely Affect the Market Price of UDR’s Common Stock.
We May Change the Dividend Policy for UDR’s Common Stock in the Future.
Limitations on Share Ownership and Limitations on the Ability of UDR’s Stockholders to Effect a Change in Control of Our Company Restricts the Transferability of UDR’s Stock and May Prevent Takeovers That are Beneficial to UDR’s Stockholders.

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Item 1. BUSINESS

General

UDR is a self-administered real estate investment trust, or REIT, that owns, operates, acquires, renovates, develops, redevelops, disposes of, and manages multifamily apartment communities generally located in high barrier-to-entry markets throughout the United States. The high barrier-to-entry markets are characterized by limited land for new construction, difficult and lengthy entitlement processes, low single-family home affordability and strong employment growth potential. At December 31, 2020, our consolidated real estate portfolio consisted of 149 communities located in 21 markets, consisting of 48,283 completed apartment homes, which are held directly or through our subsidiaries, including the Operating Partnership and the DownREIT Partnership, and consolidated joint ventures. In addition, we have an ownership interest in 5,295 completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including 2,165 apartment homes owned by entities in which we hold preferred equity investments. At December 31, 2020, the Company was developing five wholly-owned communities totaling 1,378 homes, 202 of which have been completed.

At December 31, 2020, the Operating Partnership’s consolidated real estate portfolio included 53 communities located in 15 markets, with a total of 17,174 completed apartment homes. The Operating Partnership owns, operates, acquires, renovates, develops, redevelops, disposes of, and manages multifamily apartment communities generally located in high barrier-to-entry markets located throughout the United States. During the year ended December 31, 2020, rental revenues of the Operating Partnership represented approximately 35% of our total rental revenues.

UDR has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, which we refer to in this Report as the “Code.” To continue to qualify as a REIT, we must continue to meet certain tests which, among other things, generally require that our assets consist primarily of real estate assets, our income be derived primarily from real estate assets, and that we distribute at least 90% of our REIT taxable income (other than our net capital gains) to our stockholders annually. As a REIT, we generally will not be subject to U.S. federal income taxes at the corporate level on our net income to the extent we distribute such net income to our stockholders annually. In 2020, we declared total distributions of $1.44 per common share and paid dividends of $1.4225 per common share.

    

Dividends

    

Dividends

Declared in

Paid in

2020

2020

First Quarter

$

0.3600

$

0.3425

Second Quarter

 

0.3600

 

0.3600

Third Quarter

 

0.3600

 

0.3600

Fourth Quarter

 

0.3600

 

0.3600

Total

$

1.4400

$

1.4225

UDR was formed in 1972 as a Virginia corporation. In June 2003, we changed our state of incorporation from Virginia to Maryland. The Operating Partnership is the successor-in-interest to United Dominion Realty, L.P., a limited partnership formed under the laws of Virginia, which commenced operations in 1995. The Operating Partnership was redomiciled in 2004 as a Delaware limited partnership. Our corporate offices are located at 1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado and our telephone number is (720) 283-6120. Our website is www.udr.com. The information contained on our website, including any information referred to in this Report as being available on our website, is not a part of or incorporated into this Report.

Human Capital Management

As of February 16, 2021, we had 1,263 full-time associates and 8 part-time associates, all of whom were employed by UDR. Of such number 994 associates are employed in roles that are located at or that are solely related to our communities and the remainder are employed in corporate roles. Recruiting and retaining our associates, as well as assisting them in their professional development, are critically important in successfully managing our business. UDR’s culture is one based on innovation, inclusion, empowerment, adaptability, and execution, and understanding and maintaining our culture is fundamental to recruiting and retaining associates. To that end, in 2020 we updated our culture statement and launched an associate facing culture website to ensure that our associates understand our culture and have an opportunity to participate in its evolution.

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Associate Compensation

Attracting, developing, and retaining high-quality, and diverse associates across our business is critical to the long-term success of the Company. A crucial factor in ensuring this occurs is compensation practices that are attractive and that are fair and non-biased. We use a number of recruiting methods depending on the job function for which candidates are needed including an associate referral program, internet-based recruiting platforms, and third-party recruiting agencies. With respect to compensation, we utilize market surveys and other third party information when determining salary ranges and we design our compensation programs to include bonus potential in order to incentivize performance. In addition, we annually evaluate and analyze our compensation on gender and diversity bases for each job title in order to monitor pay equity and to identify areas for further action. The results of our evaluation and analysis are provided annually to our Board of Directors.

Associate Growth and Development

We believe that training is important to our associates’ job satisfaction, is essential to furthering their effectiveness, and assists in associate career advancement and retention, helping us to create a more efficient workforce. Accordingly, we offer a wide variety of training opportunities. In addition to required training designed to address regulatory and statutory matters (e.g., harassment, cybersecurity, fair housing, etc.), associates have the option of participating in management development through our Certified Manager and Career Mobility Programs. These programs are designed to enable our associates to acquire skills that will be useful to them as they progress in their career. Our training program also includes annual “refreshment” training, as appropriate. In total, there are over 5,000 courses available to our associates. Examples of program topics include: leasing skills, basic property maintenance, customer service, project management, and system applications. In 2020, we enhanced our training through creating a better process to ensure required training is taken in a timely manner and by increasing or modifying training availability and training programs, including in the areas of safety and cybersecurity.

Certifications are important in the apartment business and we encourage our associates to become professionally certified in areas that interest them and are beneficial to the Company. Certifications range from master’s degree programs to certified property manager programs, to technical licenses for HVAC systems, all of which equip our associates with knowledge and the potential for career-expansion opportunities. UDR offers partial tuition reimbursement related to attaining these certifications.

Each UDR associate is required to engage in an annual performance review with their direct supervisor. Among other things, the performance review establishes the associate’s training plans for the upcoming year and provides feedback on career development for each associate.

In addition, we monitor associate turnover and take action when issues are identified if appropriate.

Diversity and Inclusion

We are committed to creating and maintaining a diverse and inclusive workplace environment that supports the development and advancement of all associates.

As of December 31, 2020, our total workforce is 61% male and 39% female. The ethnicity of our workforce is 55% White, 26% Hispanic/Latino, 11% Black, 3% Asian and 5% Other. “Other” includes: American Indian, Alaska Native, Native Hawaiian, Pacific Islander, Not Specified or two or more races.

As of December 31, 2020, our management team (associates with the title of community director or director and higher job classifications) is 45% male and 55% female. The ethnicity of our management team is 80% White and 20% non-White.

Over the three-year period ending December 31, 2020, 740 associates were promoted. Of the associates that were promoted to the positions of community director, director, or a higher job classification during the period, 60% were female and 15% were non-White.

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Associate Engagement and Outreach

We conduct an associate engagement survey every two years, which surveys all associates on a variety of issues. In our 2019 survey, the results showed that 97% of associates are proud to work at the Company, 87% of associates feel that people from diverse backgrounds can succeed at the Company, and 84% of associates feel that the Company is innovative.

We believe that our associates should also be involved in their communities and that we should assist with those efforts. In 2019, UDR provided 2,558 hours of paid time off for our associates to be used for volunteer work with more than 25 local organizations that make a difference in the communities in which we operate. UDR provides paid time off during specified, Company-wide volunteer days in 2019 and our associates responded with a 25% year-over-year increase in volunteer hours. While the COVID-19 pandemic negatively affected the program in 2020, we intend to continue it when we are able.

COVID-19 and Employee Safety, Health and Wellness

The safety, health and wellness of our associates is a top priority. The COVID-19 pandemic presented a unique challenge with regard to maintaining associate safety, health and wellness while continuing to operate our business.

During the pandemic, through the adaptability of our management and our associates, we were and continue to be able to transition to a work schedule allowing employees to work from remote locations and provide a safe working environment for associates performing resident-facing activities at our communities.

We have taken a number of actions to promote the health and well-being of our associates during the pandemic and to ensure that our associates understand their value to the Company. Among other things, we have:

asked all associates not to come to work (and to work remotely, if possible) when they experienced or have been in contact with others who experienced signs or symptoms of a possible COVID-19 infection;
provided up to two weeks of paid time off if an associate had an absence due to having COVID-19 symptoms or a COVID-19 diagnosis or are caring for others who have COVID-19 symptoms or a COVID-19 diagnosis;
provided flexible work arrangements;
provided a one-time bonus for the front-line associates at our communities;
increased communication internally, including frequent calls or webinars with our associates and our Chairman and Chief Executive Officer; and
offered a vacation buy-back program twice during 2020 whereby associates could sell a portion of their accrued but unused vacation back to the Company.

In addition, in connection with on-going efforts with respect to associate health and well-being in 2020, we created and distributed to all associates a brochure setting forth the mental health programs that our associates may access. We also provide all associates with the opportunity to participate in a wide set of employee benefits, including health, dental and vision insurance coverage.

Reporting Segments

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

Our Same-Store Communities segment represents those communities acquired, developed, and stabilized prior to January 1, 2019, and held as of December 31, 2020. These communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior year, there is no plan to conduct substantial redevelopment activities, and the communities are not classified as held for disposition at year end. A community is considered to have stabilized occupancy once it achieves 90% occupancy for at least three consecutive months.

Our Non-Mature Communities/Other segment represents those communities that do not meet the criteria to be included in Same-Store Communities, including, but not limited to, recently acquired, developed and redeveloped communities, and the non-apartment components of mixed use properties. For additional information regarding our operating segments, see Note 16, Reportable Segments, in the Notes to the UDR Consolidated Financial Statements included in this Report and Note 12, Reportable Segments, in the Notes to the Operating Partnership’s Consolidated Financial Statements included in this Report.

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Business Objectives

Our principal business objective is to maximize the economic returns of our apartment communities to provide our stockholders with the greatest possible total return and value. To achieve this objective, we intend to continue to pursue the following goals and strategies:

own and operate apartments in high barrier-to-entry markets, which are characterized by limited land for new construction, difficult and lengthy entitlement processes, low single-family home affordability and strong employment growth potential, thus enhancing stability and predictability of returns to our stockholders;
manage real estate cycles by taking an opportunistic approach to buying, selling, renovating, redeveloping, and developing apartment communities;
empower site associates to manage our communities efficiently and effectively;
measure and reward associates based on specific performance targets; and
manage our capital structure to help enhance predictability of liquidity, earnings and dividends.

2020 Highlights

Commitment to Shareholders

In July 2020, the Company marked its 48th year as a REIT and, in October 2020, paid its 192nd consecutive quarterly dividend. The Company’s annualized declared 2020 dividend of $1.44 represented a 5.1% increase over the previous year.

Property Operations

Net income attributable to common stockholders was $60.0 million as compared to $180.9 million in the prior year. The decrease was primarily driven by an increase in depreciation expense and interest expense in 2020 and a decrease in gains on the sale of unconsolidated real estate in 2020, partially offset by higher total net operating income (“NOI”) in 2020 and higher gains on the sale of real estate in 2020.

Total revenues increased 7.7% and total NOI increased 5.6% over the prior year primarily due to communities acquired during 2020 and 2019, partially offset by negative rent growth in the San Francisco, New York, and Boston markets.

Investing and Developments

We acquired one to-be-developed land parcel located in King of Prussia, Pennsylvania, for a total of approximately $16.2 million.

We commenced the development of two communities located in Washington, D.C., and King of Prussia, Pennsylvania, with a total of 500 apartment homes.

We acquired three communities with a total of 1,366 apartment homes located in Tampa, Florida, and Herndon, Virginia, for a total of approximately $335.6 million.

We increased our ownership interest in one community from our West Coast Development joint venture with a total of 276 apartment homes, located in Hillsboro, Oregon, for a total cash purchase price of approximately $21.6 million after the repayment of joint venture construction financing.

We recognized gains of $119.3 million from the sale of three operating communities located in Kirkland, Washington, Bellevue, Washington, and Alexandria, Virginia.

We contributed $66.3 million to four investments under our Developer Capital Program, which earn preferred returns ranging between 8.5% to 13.0%.

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Our full investment in one Development Capital Program investment was repaid, which earned an 11.0% preferred return. We received cash of $53.7 million, consisting of our investment of $38.6 million and contractually accrued interest of $15.1 million.

Balance Sheet

We issued $950.0 million of senior unsecured medium-term notes (including a $350.0 million “green bond”) at a weighted average contractual interest rate of 2.3%, and prepaid $300.0 million of senior unsecured medium-term notes at a weighted average interest rate of 3.69%.

We repaid $425.8 million of secured debt at a weighted average contractual interest rate of 4.4% through the issuance of senior unsecured notes and the proceeds from the issuance of secured debt of $160.9 million at a weighted average interest rate of 2.62%

We sold 2.1 million shares of common stock through a forward sales agreement for aggregate net proceeds of $102.2 million at a weighted average price per share of $48.23 under our ATM program.

We repurchased 0.6 million shares of common stock at an average price of $33.11 per share for total consideration of approximately $19.8 million under our share repurchase program.

Corporate Responsibility Report

We have published our 2020 Annual Corporate Responsibility Report on our website, which discloses our environmental and social programs and performance. The report’s Environmental, Social, and Governance (ESG) disclosures were prepared in accordance with the Global Reporting Initiative (GRI) Standards (core), the Sustainability Accounting Standards Board (SASB) standards, and the Task Force for Climate-related Financial Disclosure (TCFD) framework.

Refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for further information on the Company’s and the Operating Partnership’s activities in 2020.

COVID-19 Update

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

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

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requests from our residents and retail and commercial tenants for assistance with respect to paying rent than we have historically received. In response, we have instituted a number of initiatives to assist residents and other tenants, including rent deferrals, payment plans, and waiving late payment fees when appropriate. In addition, we have seen an increase in tenant rent concessions compared to prior year periods, as discussed further below. In particular, the urban core markets of New York, NY, San Francisco Bay Area, CA, and Boston, MA have been more adversely impacted by the COVID-19 pandemic in comparison to our other markets, resulting in larger decreases in rental income from elevated rent concessions and lower occupancy in those markets. We also have experienced an increase in resident move-outs and turnover on an annualized basis. With respect to leasing activities, leasing traffic and visits by potential residents had decreased during much of the year; however, they increased during the quarter ended December 31, 2020 as compared to the same quarter in 2019. Our percentage of leases entered into with a prospective tenant has increased year over year.

During the year ended December 31, 2020, the Company performed an analysis in accordance with the ASC 842, Leases, guidance to assess the collectibility of its operating lease receivables in light of the COVID-19 pandemic. This analysis included an assessment of collectibility of current and future rents and whether those lease payments were no longer probable of collection. In accordance with the leases guidance, if lease payments are no longer deemed to be probable over the life of the lease contract, we recognize revenue only when cash is received, and all existing contractual operating lease receivables and straight-line lease receivables are reserved.

As a result of its analysis, the Company reserved approximately $13.5 million of multifamily tenant lease receivables and approximately $6.0 million of retail tenant lease receivables (inclusive of $3.3 million of reserves on straight-line lease receivables) for its wholly-owned communities and communities held by joint ventures. In aggregate, the reserve is reflected as an $18.4 million reduction to Rental income and a $1.1 million reduction to Income/(loss) from unconsolidated entities on the Consolidated Statements of Operations for the year ended December 31, 2020. The impact to deferred leasing commissions was not material for the year ended December 31, 2020.

During the year ended December 31, 2020, the Company recorded an impairment charge of $3.1 million on its investment in equity securities of a non-core investment. The Company did not recognize any other adjustments to the carrying amounts of assets or asset impairment charges due to the COVID-19 pandemic for the year ended December 31, 2020.

As of January 31, 2021, we had collected 97.0%, 96.1% and 95.2% of billed monthly rents for our multifamily residents for October, November and December, respectively. While our cash rent collections in November, December, and January showed marginal declines versus October, this slight seasonal deterioration is consistent with historical collection trends in prior years.

The Operating Partnership reserved approximately $5.5 million of multifamily tenant lease receivables and approximately $3.5 million of retail tenant lease receivables (inclusive of $2.2 million of reserves on straight-line lease receivables) for its wholly-owned communities. In aggregate, the reserve is reflected as a $9.0 million reduction to Rental income on the Consolidated Statements of Operations for the year ended December 31, 2020. The impact to deferred leasing commissions was not material for the year ended December 31, 2020.

The Operating Partnership did not recognize any other adjustments to the carrying amounts of assets or asset impairment charges due to the COVID-19 pandemic for the year ended December 31, 2020.

Our Strategic Vision

Our strategic vision is to be the multifamily public REIT of choice. We intend to realize this vision by executing on our strategic objectives, which are:

1.Maintaining a Diversified Portfolio and Allocating Capital to Accretive Investment Opportunities
2.Maintaining a Strong Balance Sheet
3.Consistently Driving Operating Excellence
4.Advancing a Strong Corporate Culture and Ensuring High Resident Satisfaction

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Maintaining a Diversified Portfolio and Allocating Capital to Accretive Investment Opportunities

We believe greater portfolio diversification, as defined by geographic concentration, location within a market (i.e., urban or suburban) and property quality (i.e., A or B), reduces the volatility of our same-store growth throughout the real estate cycle, appeals to a wider renter and investor audience and lessens the market risk associated with owning a homogenous portfolio. Diversified characteristics of our portfolio include:

our consolidated apartment portfolio includes 149 communities located in 21 markets throughout the U.S., including both coastal and sunbelt locations; and
our mix of urban/suburban communities is approximately 37%/63% and our mix of A/B quality properties is approximately 55%/45%.

We are focused on increasing our presence in markets with favorable job formation, high propensity to rent, low single-family home affordability, and a favorable demand/supply ratio for multifamily housing. Portfolio investment decisions consider internal analyses and third-party research.

Acquisitions and Dispositions

When evaluating potential acquisitions, we consider a wide variety of factors, including:

whether it is located in a high barrier-to-entry market;
population growth, cost of alternative housing, overall potential for economic growth and the tax and regulatory environment of the market in which the property is located;
geographic location, including proximity to jobs, entertainment, transportation, and our existing communities which can deliver significant economies of scale;
construction quality, condition and design of the property;
current and projected cash flow of the property and the ability to increase cash flow;
ability of the property’s projected returns to exceed our cost of capital;
potential for capital appreciation of the property;
ability to increase the value and profitability of the property through operations and redevelopment;
terms of resident leases, including the potential for rent increases;
occupancy and demand by residents for properties of a similar type in the vicinity;
prospects for liquidity through sale, financing or refinancing of the property; and
competition from existing multifamily communities and the potential for the construction of new multifamily properties in the area.

We regularly monitor our assets to increase the quality and performance of our portfolio. Factors we consider in deciding whether to dispose of a property include:

whether it is in a market targeted for divestment or a reduction in investment;
current market price for an asset compared to projected economics for that asset;
potential increases in new construction in the market area;
areas with low job growth prospects;
near- and long-term capital expenditure needs for the asset; and

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operating efficiencies.

The following table summarizes our apartment community acquisitions and dispositions and our consolidated year-end ownership position for the past five years (dollars in thousands):

    

2020

    

2019

    

2018

    

2017

    

2016

Homes acquired

 

1,642

 

7,079

 

 

462

 

508

Homes disposed

 

599

 

 

868

 

218

 

1,782

Homes owned at December 31, 

 

48,283

 

47,010

 

39,931

 

39,998

 

39,454

Total real estate owned, at cost

$

13,071,472

$

12,602,101

$

10,196,159

$

10,177,206

$

9,615,753

The following table summarizes the Operating Partnership’s apartment community acquisitions and dispositions and year-end ownership position for the past five years (dollars in thousands):

    

2020

    

2019

    

2018

    

2017

    

2016

 

Homes acquired

 

1,072

 

 

 

218

Homes disposed

 

332

 

 

264

 

218

276

Homes owned at December 31, 

 

17,174

 

16,434

 

16,434

 

16,698

16,698

Total real estate owned, at cost

$

4,043,725

$

3,875,160

$

3,811,985

$

3,816,956

$

3,674,704

Development Activities

Our objective in developing a community is to create value while improving the quality of our portfolio. How demographic trends, economic drivers, and multifamily fundamentals and valuations have trended over the long-term and our portfolio strategy generally govern our review process on where and when to allocate development capital. At December 31, 2020, the Company was developing five wholly-owned communities located in Addison, Texas, Denver, Colorado, Dublin, California, Washington, D.C., and King of Prussia, Pennsylvania, totaling 1,378 homes, 202 of which have been completed, with a budget of $491.5 million, in which we have an investment of $247.9 million. The communities are estimated to be completed between the first quarter of 2021 and the second quarter of 2023.

Redevelopment Activities

Our objective in redeveloping a community is twofold: we aim to grow rental rates while also producing a higher yielding and more valuable asset through asset quality improvement. During the year ended December 31, 2020, we incurred $48.3 million in major renovations, which included major structural changes and/or architectural revisions to existing buildings. As of December 31, 2020, the Company was not redeveloping any communities.

Joint Venture and Partnership Activities

We have entered into, and may continue in the future to enter into, joint ventures (including limited liability companies or partnerships) through which we would own an indirect economic interest of less than 100% of the community or communities owned directly by such joint ventures. Our decision to either hold an apartment community in fee simple or have an indirect interest in the community through a joint venture is based on a variety of factors and considerations, including: (i) the economic and tax terms required by the seller of land or a community; (ii) our desire to diversify our portfolio of communities by market, submarket and product type; (iii) our desire at times to preserve our capital resources to maintain liquidity or balance sheet strength; and (iv) our projections, in some circumstances, that we will achieve higher returns on our invested capital or reduce our risk if a joint venture vehicle is used. Each joint venture agreement is individually negotiated, and our ability to operate and/or dispose of a community in our sole discretion may be limited to varying degrees depending on the terms of the joint venture agreement.

Maintaining a Strong Balance Sheet

We maintain a capital structure that we believe allows us to proactively source potential investment opportunities in the marketplace. We have structured our debt maturity schedule to be able to opportunistically access both secured and unsecured debt markets when appropriate.

As part of our plan to finance our activities, we utilize proceeds from debt and equity offerings and refinancings to extend maturities, pay down existing debt, fund development and redevelopment activities, and acquire apartment communities.

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Consistently Driving Operational Excellence

Investment in new technologies continues to drive operating efficiencies in our business and help us to better meet the changing needs of our business and our residents. Our residents can conduct business with us 24 hours a day, 7 days a week and complete online leasing applications and renewals throughout our portfolio using our web-based resident internet portal or, increasingly, a smart-device application.

As a result of transforming our operations through technology, residents’ satisfaction has improved, and our operating teams have become more efficient. Web-based technologies have also resulted in declining marketing and advertising costs, improved cash management, and better pricing management of our available apartment homes.

Operating Partnership Strategies and Vision

The Operating Partnership’s long-term strategic vision is the same as that of the Company described above.

Competitive Conditions

Competition for new residents is generally intense across our markets. Some competing communities offer amenities that our communities do not have. Competing communities can use rental concessions or lower rents to obtain temporary competitive advantages. Also, some competing communities are larger or newer than our communities. The competitive position of each community is different depending upon many factors, including sub-market supply and demand. In addition, other real estate investors compete with us to acquire existing properties, redevelop existing properties, and to develop new properties. These competitors include insurance companies, pension and investment funds, public and private real estate companies, investment companies and other public and private apartment REITs, some of which may have greater resources, or lower capital costs, than we do.

We believe that, in general, we are well-positioned to compete effectively for residents and investments. We believe our competitive advantages include:

a fully integrated organization with property management, development, redevelopment, acquisition, marketing, sales and financing expertise;
scalable operating and support systems, which include automated systems to meet the changing electronic needs of our residents and to effectively focus on our internet marketing efforts;
access to sources of capital;
geographic diversification with a presence in 21 markets across the country; and
significant presence in many of our major markets that allows us to be a local operating expert.

Moving forward, we will continue to optimize lease management, improve expense control, increase resident retention efforts and align employee incentive plans with metrics that impact our bottom-line performance. We believe this plan of operation, coupled with the portfolio’s strengths in targeting renters across a geographically diverse platform, should position us for continued operational upside.

Communities

At December 31, 2020, our consolidated real estate portfolio included 149 communities with a total of 48,283 completed apartment homes, which included the Operating Partnership’s consolidated real estate portfolio of 53 communities with a total of 17,174 completed apartment homes. The overall quality of our portfolio generally enables us to raise rents and to attract residents with higher levels of disposable income who are more likely to absorb such rents.

At December 31, 2020, the Company was developing five wholly-owned communities located in Addison, Texas, Denver, Colorado, Dublin, California, Washington, D.C., and King of Prussia, Pennsylvania, totaling 1,378 homes, 202 of which have been completed, with a budget of $491.5 million, in which we have an investment of $247.9 million. The communities are estimated to be completed between the first quarter of 2021 and the second quarter of 2023.

At December 31, 2020, the Company was not redeveloping any communities.

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Same-Store Community Comparison

We believe that one pertinent quantitative measurement of the performance of our portfolio is tracking the results of our Same-Store Communities’ NOI, which is total rental revenue, less rental and other operating expenses excluding property management. Our Same-Store Community population is comprised of operating communities which we own and have stabilized occupancy, revenues and expenses as of the beginning of the prior year.

Net income attributable to common stockholders was $60.0 million as compared to $180.9 million in the prior year. The decrease was primarily driven by an increase in depreciation expense and interest expense in 2020 and a decrease in gains on the sale of unconsolidated real estate in 2020, partially offset by higher total NOI in 2020 and higher gains on the sale of real estate in 2020.

For the year ended December 31, 2020, our Same-Store NOI decreased by $(40.2) million compared to the prior year. Our Same-Store Community properties provided 75.5% of our total NOI for the year ended December 31, 2020. The decrease in NOI for the 37,607 Same-Store apartment homes, or 77.9% of our portfolio, was primarily driven by an increase in our reserve on multifamily tenant lease receivables, higher rent concessions, economic occupancy loss, higher repair and maintenance expense and real estate taxes, partially offset by an increase in rental rates, an increase in reimbursement, ancillary and fee income, and a decrease in personnel expense.

For the year ended December 31, 2020, the Operating Partnership’s Same-Store NOI decreased by $17.7 million compared to the prior year. The Operating Partnership’s Same-Store Community properties provided 93.1% of its total NOI for the year ended December 31, 2020. The decrease in NOI for the 15,607 Same-Store apartment homes, or 90.9% of the Operating Partnership’s portfolio, was primarily driven by an increase in our reserve on multifamily tenant lease receivables, higher rent concessions, economic occupancy loss, higher repair and maintenance expense and real estate taxes, partially offset by an increase in rental rates, an increase in reimbursement, ancillary and fee income, and a decrease in personnel expense.

Revenue growth in 2021 may be impacted by adverse developments affecting the general economy, inclusive of economic conditions as a result of the COVID-19 pandemic, reduced occupancy rates, increased rental concessions, new supply, increased bad debt and other factors which may adversely impact our ability to increase rents.

Tax Matters

UDR has elected to be taxed as a REIT under the Code. To continue to qualify as a REIT, UDR must continue to meet certain tests that, among other things, generally require that our assets consist primarily of real estate assets, our income be derived primarily from real estate assets, and that we distribute at least 90% of our REIT taxable income (other than net capital gains) to our stockholders annually. Provided we maintain our qualification as a REIT, we generally will not be subject to U.S. federal income taxes at the corporate level on our net income to the extent such net income is distributed to our stockholders annually. 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 utilize our taxable REIT subsidiary (“TRS”) to engage in activities that REITs may be prohibited from performing, including the provision of management and other services to third parties and the conduct of certain nonqualifying real estate transactions. Our TRS generally is taxable as a regular corporation, and therefore, subject to federal, state and local income taxes.

The Operating Partnership intends to qualify as a partnership for federal income tax purposes. As a partnership, the Operating Partnership generally is not a taxable entity and does not incur federal income tax liability. However, any state or local revenue, excise or franchise taxes that result from the operating activities of the Operating Partnership are incurred at the entity level.

Inflation

We believe that the direct effects of inflation on our operations have been immaterial. While the impact of inflation primarily impacts our results of operations as a result of wage pressures and increases in utilities and material costs, the majority of our apartment leases have initial terms of 12 months or less, which generally enables us to compensate for any inflationary effects by increasing rents on our apartment homes. Although an extreme escalation in costs could have a negative impact on our residents and their ability to absorb rent increases, we do not believe this has had a material impact on our results for the year ended December 31, 2020.

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Environmental Matters

Various environmental laws govern certain aspects of the ongoing operation of our communities. Such environmental laws include those regulating the existence of asbestos-containing materials in buildings, management of surfaces with lead-based paint (and notices to residents about the lead-based paint), use of active underground petroleum storage tanks, and waste-management activities. The failure to comply with such requirements could subject us to a government enforcement action and/or claims for damages by a private party.

To date, compliance with federal, state and local environmental protection regulations has not had a material effect on our capital expenditures, earnings or competitive position. We have a property management plan for hazardous materials. As part of the plan, Phase I environmental site investigations and reports have been completed for each property we acquire. In addition, all proposed acquisitions are inspected prior to acquisition. The inspections are conducted by qualified environmental consultants, and we review the issued report prior to the purchase or development of any property. Nevertheless, it is possible that the environmental assessments will not reveal all environmental liabilities, or that some material environmental liabilities exist of which we are unaware. In some cases, we have abandoned otherwise economically attractive acquisitions because the costs of removal or control of hazardous materials have been prohibitive or we have been unwilling to accept the potential risks involved. We do not believe we will be required to engage in any large-scale abatement at any of our properties. We believe that through professional environmental inspections and testing for asbestos, lead paint and other hazardous materials, coupled with a relatively conservative posture toward accepting known environmental risk, we can minimize our exposure to potential liability associated with environmental hazards.

Federal legislation requires owners and landlords of residential housing constructed prior to 1978 to disclose to potential residents or purchasers of the communities any known lead paint hazards and imposes treble damages for failure to provide such notification. In addition, lead based paint in any of the communities may result in lead poisoning in children residing in that community if chips or particles of such lead based paint are ingested, and we may be held liable under state laws for any such injuries caused by ingestion of lead based paint by children living at the communities.

We are unaware of any environmental hazards at any of our properties that individually or in the aggregate may have a material adverse impact on our operations or financial position. We have not been notified by any governmental authority, and we are not otherwise aware, of any material non-compliance, liability, or claim relating to environmental liabilities in connection with any of our properties. We do not believe that the cost of continued compliance with applicable environmental laws and regulations will have a material adverse effect on us or our financial condition or results of operations. Future environmental laws, regulations, or ordinances, however, may require additional remediation of existing conditions that are not currently actionable. Also, if more stringent requirements are imposed on us in the future, the costs of compliance could have a material adverse effect on our results of operations and our financial condition.

Insurance

We carry comprehensive general liability coverage on our communities, with limits of liability customary within the multi-family apartment industry to insure against liability claims and related defense costs. We are also insured, with limits of liability customary within the multi-family apartment industry, against the risk of direct physical damage in amounts necessary to reimburse us on a replacement cost basis for costs incurred to repair or rebuild each property, including loss of rental income during the reconstruction period.

Available Information

Both UDR and the Operating Partnership file electronically with the Securities and Exchange Commission their respective annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. You may obtain a free copy of our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and amendments to those reports on the day of filing with the SEC on our website at www.udr.com, or by sending an e-mail message to ir@udr.com.

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Item 1A.

RISK FACTORS

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

Risks Related to Our Real Estate Investments and Our Operations

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

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

The impact of the COVID-19 pandemic and measures to prevent its spread could materially and adversely affect our business in a number of ways. Our rental revenue and operating results depend significantly on the occupancy levels at our properties and the ability of our residents and retail and commercial tenants to meet their rent obligations to us, which have been in certain cases, and could continue to be, adversely affected by, among other things, job losses, furloughs, store closures, lower incomes and uncertainty about the future as a result of the COVID-19 pandemic. The deterioration of economic conditions as a result of the pandemic in certain locations have materially decreased, and in other locations may ultimately materially decrease, occupancy levels and rents in our portfolio, which could adversely affect the value of our properties. In addition, numerous state, local, federal and industry-initiated efforts, including eviction moratoriums, shelter-in-place orders, prohibitions on charging certain fees and limitations on collection laws, have affected, and may continue to affect, our ability to collect rent or enforce legal or contractual remedies for the failure to pay rent, which have negatively impacted, and may continue to negatively impact, our ability to remove residents or retail and commercial tenants who are not paying rent and our ability to rent their units or other space to new residents or retail and commercial tenants, respectively. Even if these measures are lifted, additional cases of COVID-19 have resulted in, and may continue to result in, governments reinstating these or similar measures. State, local, and federal governments also have increased, and may in the future increase, property taxes or other taxes, or fees, or may enact new taxes or fees, in order to increase revenue, which has in the past increased, and may in the future increase our expenses. Our development and construction projects, including those in our Developer Capital Program, also could be adversely affected, including as a result of disruptions in supply chains and government restrictions on the types of projects that may continue during the pandemic or as a result of delayed construction schedules due to social distancing efforts or occurrences of the virus at a construction site. The COVID-19 pandemic and measures to prevent its spread also could adversely affect the businesses and financial condition of our counterparties, including our joint venture partners, participants in the Developer Capital Program, and general contractors and their subcontractors, and their ability to satisfy their obligations to us and to complete transactions or projects with us as intended. In addition, a significant number of our retail tenants were, or have been, forced to close, either temporarily or completely, or operate on a limited basis as a result of COVID-19 and related government actions, which has resulted in, and could continue to result in, delays in rent payments, rent concessions, early lease terminations or tenant bankruptcies.

The COVID-19 pandemic also has caused, and may continue to cause, severe economic, market and other disruptions worldwide. Disruptions in the financial markets could adversely impact our access to equity and debt financing, including through our commercial paper program, on favorable terms or at all, which could adversely affect our ability to consummate acquisitions, fund developments and capital expenditures, and repay or refinance indebtedness

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as it becomes due. See “Risks Related to Our Indebtedness and Financings—Disruptions in Financial Markets May Adversely Impact Availability and Cost of Credit and Have Other Adverse Effects on Us and the Market Price of UDR’s Stock.”

The extent of the COVID-19 pandemic’s effect on our operational and financial performance will depend on future developments, including the duration and intensity of the pandemic, the timing and effectiveness of COVID-19 vaccines, and the duration of, or the reinstatement of, government measures to mitigate the pandemic or address its effects, all of which are uncertain and difficult to predict. Due to the speed with which the situation is developing, we are not able at this time to estimate the full effect of these factors on our business, but the adverse impact on our business, results of operations, financial condition and cash flows could be material.

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

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

The Geographic Concentration of Our Communities in Certain Markets Could Have an Adverse Effect on Our Operations if a Particular Market is Adversely Impacted by Economic or Other Conditions. For the year ended December 31, 2020, approximately 58.7% of our total NOI was generated from communities located in Metropolitan D.C. (16.3%), Orange County, CA (13.1%), the San Francisco Bay Area, CA (10.1%), Boston, MA (11.6%) and New York, NY (7.6%). As a result, if any one or more of these markets is adversely impacted by regional or local economic conditions or real estate market conditions, such conditions may have a greater adverse impact on our results of operations than if our portfolio was more geographically diverse. For example, the urban core markets of New York, NY, San Francisco Bay Area, CA, and Boston, MA have been more adversely impacted by the COVID-19 pandemic in comparison to our other markets, resulting in larger decreases in rental income from elevated rent concessions and lower occupancy in those markets. In addition, if one or more of these markets is adversely affected by changes in regional or local regulations, including those related to rent control or stabilization, such regulations may have a greater adverse impact on our results of operation than if our portfolio was more geographically diverse.

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

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

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

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

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

Competition Could Limit Our Ability to Lease Apartment Homes or Increase or Maintain Rents. Our apartment communities compete with numerous housing alternatives in attracting residents, including other apartment communities, condominiums and single-family rental homes, as well as owner occupied single- and multi-family homes.

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Competitive housing in a particular area could adversely affect our ability to lease apartment homes and increase or maintain rents, which could materially adversely affect our results of operations and financial condition.

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

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

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

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

we may be unable to obtain construction financing for development activities on favorable terms, including but not limited to interest rates, term and/or loan-to-value ratios, or at all, which could cause us to delay or even abandon potential developments;
we may be unable to obtain, or face delays in obtaining, necessary zoning, land-use, building, occupancy and other required governmental or quasi-governmental permits and authorizations, which could result in increased development costs, could delay initial occupancy dates for all or a portion of a development community, and could require us to abandon our activities entirely with respect to a project for which we are unable to obtain permits or authorizations;
cost may be higher or yields may be less than anticipated as a result of delays in completing projects, costs that exceed budget and/or higher than expected concessions for lease up and lower rents than expected;
we may abandon development opportunities that we have already begun to explore, and we may fail to recover expenses already incurred in connection with exploring such development opportunities;

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we may be unable to complete construction and lease-up of a community on schedule, or incur development or construction costs that exceed our original estimates, and we may be unable to charge rents that would compensate for any increase in such costs;
occupancy rates, rents and concessions at a newly developed community may fluctuate depending on a number of factors, including market and economic conditions, preventing us from meeting our expected return on our investment and our overall profitability goals; and
when we sell communities or properties that we developed or renovated to third parties, we may be subject to warranty or construction defect claims that are uninsured or exceed the limits of our insurance.

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

Property Ownership Through Partnerships and Joint Ventures May Limit Our Ability to Act Exclusively in Our Interest. We have in the past and may in the future develop and/or acquire properties in partnerships and joint ventures, including those in which we own a preferred interest, with other persons or entities when we believe circumstances warrant the use of such structures. As of December 31, 2020, we had active joint ventures and partnerships, including our preferred equity investments, with a total equity investment of $600.2 million. We could become engaged in a dispute with one or more of our partners which could adversely impact us. Moreover, our partners may have business, economic or other objectives that are inconsistent with our objectives, including objectives that relate to the appropriate timing and terms of any sale or refinancing of a property. In some instances, our partners may have competing interests in our markets that could create conflicts of interest. Also, our partners might fail to make capital contributions when due, which may require us to contribute additional capital or may negatively impact the project. In addition, we may be responsible to our partners for indemnifiable losses. In general, we and our partners may each have the right to trigger a buy-sell or other similar arrangement, which could cause us to sell our interest, or acquire our partner’s interest, at a time when we otherwise would not have initiated such a transaction and may result in the valuation of our interest in the partnership or joint venture (if we are the seller) or of the other partner’s interest in the partnership or joint venture (if we are the buyer) at levels which may not be representative of the valuation that would result from an arm’s length marketing process and could cause us to recognize unanticipated capital gains or losses or the loss of fee income.

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

We May Not be Permitted to Dispose of Certain Properties or Pay Down the Indebtedness Associated with Those Properties When We Might Otherwise Desire to do so Without Incurring Additional Costs. In connection with certain property acquisitions, we have agreed with the sellers that we will not dispose of the acquired properties or reduce the mortgage indebtedness on such properties for significant periods of time unless we pay certain of the resulting tax costs of the sellers or dispose of the property in a transaction in which a gain is not recognized for federal income tax purposes by such sellers, and we may enter into similar agreements in connection with future property acquisitions. These agreements could result in us retaining properties that we would otherwise sell or not paying down or refinancing indebtedness that we would otherwise pay down or refinance. However, subject to certain conditions, we retain the right to substitute other property or debt to meet these obligations to the sellers.

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

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

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

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

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

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

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

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

As the owner or operator of real property, we may also incur liability based on various building conditions. For example, buildings and other structures on properties that we currently own or operate or those we acquire or operate in the future contain, may contain, or may have contained, asbestos-containing material, or ACM. Environmental, health

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and safety laws require that ACM be properly managed and maintained and may impose fines or penalties on owners, operators or employers for non-compliance with those requirements.

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

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

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

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

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

The Adoption of, or Changes to, Rent Control, Rent Stabilization, Eviction, Tenants’ Rights and Similar Laws and Regulations in Our Markets Could Have an Adverse Effect on Our Results of Operations and Property Values. Various state and local governments have enacted and may continue to enact rent control, rent stabilization, or limitations, and similar laws and regulations that could limit our ability to raise rents or charge certain fees, including laws or court orders, either of which could have a retroactive effect. For example, in June 2019, the State of New York enacted new rent control regulations known as the Housing Stability and Tenant Protection Act of 2019 and, in October of 2019, the State of California enacted the Tenant Protection Act of 2019. We have seen a recent increase in governments enacting or considering, or being urged to consider, such laws and regulations. Federal, state and local governments or courts also have made, and may make in the future, changes to laws related to allowable fees, eviction and other tenants’ rights laws and regulations (including changes in response to COVID-19 and other changes that apply retroactively) that could adversely impact our results of operations and the value of our properties. Laws and regulations regarding rent control, rent stabilization, eviction, tenants’ rights, and similar matters, as well as any lawsuits against us arising from such laws and regulations, may limit our ability to charge market rents, limit our ability to increase rents, evict delinquent tenants or change fees, or recover increases in our operating expenses, which could have an adverse effect on our results of operations and the value of our properties.

Compliance with or Changes in Real Estate Tax and Other Laws and Regulations Could Adversely Affect Our Funds from Operations and Our Ability to Make Distributions to Stockholders. We are subject to federal, state and local

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

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

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

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

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

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

Mezzanine Loan Assets Involve Greater Risks of Loss than Senior Loans Secured by Income-Producing Properties. We have in the past and may in the future originate mezzanine loans, which take the form of subordinated loans secured by second mortgages on the underlying property or subordinated loans secured by a pledge of the ownership interests of either the entity owning the property or a pledge of the ownership interests of the entity that owns the interest in the entity owning the property. Mezzanine loans may involve a higher degree of risk than a senior mortgage secured by real property, because the security for the loan may lose all or substantially all of its value as a result of foreclosure by the senior lender and because it is in second position and there may not be adequate equity in the

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property. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy our mezzanine loan. If a borrower defaults on our mezzanine loan or debt senior to our loan, or in the event of a borrower bankruptcy, our mezzanine loan will be satisfied only after the senior debt. As a result, we may not recover some of or all our investment. In addition, mezzanine loans typically have higher loan-to-value ratios than conventional mortgage loans, resulting in less equity in the property and increasing the risk of loss of principal.

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

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

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

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

A Breach of Information Technology Systems On Which We Rely Could Materially and Adversely Impact Our Business, Financial Condition, Results of Operations and Reputation. We rely on information technology systems,

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

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

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

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

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

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

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

Risks Related to Our Indebtedness and Financings

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

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

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

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rental expenses, including real estate taxes and utilities;
competition from other apartment communities;
changes in interest rates and the availability of financing;
changes in governmental regulations and the related costs of compliance; and
changes in tax and housing laws, including the enactment of rent control laws or other laws regulating multifamily housing.

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

Changing Interest Rates Could Increase Interest Costs and Adversely Affect Our Cash Flow and the Market Price of Our Securities. We currently have, and expect to incur in the future, interest-bearing debt, including unsecured commercial paper, at rates that vary with market interest rates. As of December 31, 2020, UDR had approximately $280.0 million of variable rate indebtedness outstanding, which constitutes approximately 5.5% of total outstanding indebtedness as of such date. As of December 31, 2020, the Operating Partnership had approximately $27.0 million of variable rate indebtedness outstanding, which constitutes approximately 27.1% of total outstanding indebtedness as of such date. An increase in interest rates would increase our interest expenses and increase the costs of refinancing existing indebtedness and of issuing new debt, including unsecured commercial paper. Accordingly, higher interest rates could adversely affect cash flow and our ability to service our debt and to make distributions to security holders. The effect of prolonged interest rate increases could negatively impact our ability to make acquisitions and develop properties.

The Phase-Out of LIBOR and Transition to SOFR as a Benchmark Interest Rate Could Have Adverse Effects. In 2018, the Alternative Reference Rate Committee identified the Secured Overnight Financing Rate (“SOFR”) as the alternative to LIBOR. SOFR is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities, published by the Federal Reserve Bank of New York.  By the end of 2021, it is expected that new contracts will not reference LIBOR and will instead use SOFR. Due to the broad use of LIBOR as a reference rate, all financial market participants, including us, are impacted by the risks associated with this transition and therefore it could adversely affect our operations and cash flows.

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

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

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

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

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

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

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

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Risks Related to Tax Laws

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

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

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

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

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

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

Certain Property Transfers May Generate Prohibited Transaction Income, Resulting in a Penalty Tax on Gain Attributable to the Transaction. From time to time, we may transfer or otherwise dispose of some of our properties. Under the Code, any gain resulting from transfers of properties that we hold as inventory or primarily for sale to customers in the ordinary course of business would be treated as income from a prohibited transaction and subject to a 100% penalty tax. Since we acquire properties for investment purposes, we do not believe that our occasional transfers or disposals of property are prohibited transactions. However, whether property is held for investment purposes is a

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question of fact that depends on all the facts and circumstances surrounding the particular transaction. The Internal Revenue Service may contend that certain transfers or disposals of properties by us are prohibited transactions. If the Internal Revenue Service were to argue successfully that a transfer or disposition of property constituted a prohibited transaction, then we would be required to pay a 100% penalty tax on any gain allocable to us from the prohibited transaction and we may jeopardize our ability to retain future gains on real property sales. In addition, income from a prohibited transaction might adversely affect UDR’s ability to satisfy the income tests for qualification as a REIT for federal income tax purposes.

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

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

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

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

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if the 90% test were met if the Operating Partnership or the DownREIT Partnership were a publicly traded partnership, there could be adverse tax impacts for certain limited partners.

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

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

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

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

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failure to satisfy listing requirements of the NYSE;
governmental regulatory action and changes in tax laws; and
the issuance of additional shares of UDR’s common stock, or the perception that such sales might occur, including under UDR’s at-the-market equity distribution program.

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

We May Change the Dividend Policy for UDRs Common Stock in the Future. The decision to declare and pay dividends on UDR’s common stock, as well as the timing, amount and composition of any such future dividends, will be at the sole discretion of our board of directors and will depend on our earnings, funds from operations, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our indebtedness, the annual distribution requirements under the REIT provisions of the Code, state law and such other factors as our board of directors considers relevant. Any change in our dividend policy could have an adverse effect on the market price of UDR’s common stock.

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

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

Item 1B. UNRESOLVED STAFF COMMENTS

None.

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Item 2. PROPERTIES

At December 31, 2020, our consolidated apartment portfolio included 149 communities located in 21 markets, with a total of 48,283 completed apartment homes.

The tables below set forth a summary of real estate portfolio by geographic market of the Company and of the Operating Partnership at December 31, 2020.

SUMMARY OF REAL ESTATE PORTFOLIO BY GEOGRAPHIC MARKET AT DECEMBER 31, 2020

UDR, INC.

    

    

Percentage

    

Total

    

Average

Number of

Number of

of Total

Carrying

Average

Home Size

Apartment

Apartment

Carrying

Value

Encumbrances

Cost per

Physical

(in square

Communities

Homes

Value

(in thousands)

(in thousands)

Home

Occupancy

feet)

WEST REGION

 

  

 

  

 

  

 

  

  

 

  

 

  

 

  

Orange County, CA

 

11

 

4,950

 

11.5

%  

$

1,500,611

$

$

303,154

 

96.4

%  

872

San Francisco, CA

 

11

 

2,751

 

6.8

%  

 

888,683

 

27,000

 

323,041

 

91.5

%  

841

Seattle, WA

 

14

 

2,725

 

7.3

%  

 

957,686

 

 

351,444

 

96.7

%  

887

Monterey Peninsula, CA

 

7

 

1,565

 

1.4

%  

 

185,224

 

 

118,353

 

96.6

%  

729

Los Angeles, CA

 

4

 

1,225

 

3.5

%  

 

463,166

 

 

378,094

 

95.5

%  

967

Other Southern California

 

3

 

817

 

1.6

%  

 

211,285

 

 

258,611

 

97.2

%  

1,018

Portland, OR

 

3

 

752

 

0.9

%  

 

120,324

 

 

160,005

 

96.6

%  

903

MID-ATLANTIC REGION

 

 

 

  

 

 

 

 

  

 

Metropolitan D.C.

 

23

 

8,402

 

18.1

%  

 

2,350,124

 

288,530

 

279,710

 

96.5

%  

915

Baltimore, MD

 

5

 

1,597

 

2.6

%  

 

338,347

 

58,600

 

211,864

 

97.1

%  

938

Richmond, VA

 

4

 

1,358

 

1.2

%  

 

153,906

 

 

113,333

 

97.8

%  

1,018

NORTHEAST REGION

 

 

 

  

 

 

 

 

  

 

New York, NY

 

6

 

2,318

 

11.9

%  

 

1,552,358

 

 

669,697

 

92.5

%  

754

Boston, MA

 

11

 

4,298

 

12.8

%  

 

1,669,381

 

271,550

 

388,409

 

94.4

%  

987

Philadelphia, PA

1

313

0.8

%  

107,736

344,204

96.1

%  

1,054

SOUTHEAST REGION

 

 

 

  

 

 

 

 

  

 

Tampa, FL

 

11

 

3,874

 

4.8

%  

 

625,752

 

 

161,526

 

97.0

%  

996

Orlando, FL

 

9

 

2,500

 

1.8

%  

 

240,102

 

 

96,041

 

96.8

%  

946

Nashville, TN

 

8

 

2,260

 

1.7

%  

 

223,827

 

 

99,038

 

97.8

%  

933

Other Florida

 

1

 

636

 

0.7

%  

 

89,630

 

 

140,928

 

97.2

%  

1,130

SOUTHWEST REGION

 

 

 

  

 

 

 

 

  

 

Dallas, TX

 

11

 

3,864

 

4.4

%  

 

581,118

 

205,870

 

150,393

 

96.8

%  

868

Austin, TX

 

4

 

1,272

 

1.3

%  

 

171,482

 

 

134,813

 

97.6

%  

913

Denver, CO

 

1

 

218

 

1.1

%  

 

144,998

 

 

665,128

 

93.1

%  

955

Total Operating Communities

 

148

 

47,695

 

96.2

%  

 

12,575,740

 

851,550

$

263,670

 

96.0

%  

908

Real Estate Under Development (a)

 

 

202

 

1.9

%  

 

247,877

 

 

  

 

  

 

  

Land

 

 

 

0.5

%  

 

61,682

 

 

  

 

  

 

  

Held for Disposition

 

1

 

386

 

0.9

%  

 

116,655

 

 

  

 

  

 

  

Other

 

 

 

0.5

%  

 

69,518

 

10,597

 

  

 

  

 

  

Total Real Estate Owned

 

149

 

48,283

 

100.0

%  

$

13,071,472

$

862,147

 

  

 

  

 

  

(a)As of December 31, 2020, the Company was developing five wholly owned communities with a total of 1,378 apartment homes, 202 of which have been completed.

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SUMMARY OF REAL ESTATE PORTFOLIO BY GEOGRAPHIC MARKET AT DECEMBER 31, 2020

UNITED DOMINION REALTY, L.P.

    

    

    

Percentage

    

Total

    

    

    

    

Average

Number of

Number of

of Total

Carrying

Average

Home Size

Apartment

Apartment

Carrying

Value

Encumbrances

Cost per

Physical

(in square

Communities

Homes

Value

(in thousands)

(in thousands)

Home

Occupancy

feet)

WEST REGION

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Orange County, CA

 

5

 

3,119

 

19.3

%  

$

753,801

$

$

241,680

 

96.6

%  

805

San Francisco, CA

 

9

 

2,185

 

15.8

%  

 

617,359

 

27,000

 

282,546

 

93.6

%  

829

Seattle, WA

 

5

 

932

 

5.9

%  

 

233,963

 

 

251,033

 

97.0

%  

874

Monterey Peninsula, CA

 

7

 

1,565

 

4.7

%  

 

185,224

 

 

118,353

 

96.6

%  

729

Los Angeles, CA

 

2

 

344

 

3.0

%  

 

118,281

 

 

343,837

 

96.4

%  

976

Other Southern California

 

1

 

414

 

1.9

%  

 

76,906

 

 

185,763

 

97.6

%  

996

Portland, OR

 

2

 

476

 

1.3

%  

 

52,126

 

 

109,508

 

97.1

%  

903

MID-ATLANTIC REGION

 

 

 

  

 

 

 

 

  

 

Metropolitan D.C.

 

6

 

2,136

 

14.7

%  

 

568,202

 

 

266,012

 

95.6

%  

919

Baltimore, MD

 

2

 

540

 

2.8

%  

 

108,779

 

 

201,443

 

97.8

%  

967

NORTHEAST REGION

 

 

 

 

 

 

 

  

 

New York, NY

 

2

 

996

 

16.0

%  

 

624,255

 

 

626,762

 

90.0

%  

687

Boston, MA

 

1

 

387

 

1.9

%  

 

76,059

 

72,500

 

196,535

 

95.5

%  

1,069

SOUTHEAST REGION

 

 

 

  

 

 

 

 

  

 

Tampa, FL

 

3

 

1,614

 

2.8

%  

 

233,991

 

 

144,976

 

97.7

%  

1,068

Nashville, TN

 

6

 

1,612

 

3.9

%  

 

157,415

 

 

97,652

 

97.6

%  

925

Other Florida

 

1

 

636

 

2.3

%  

 

89,630

 

 

140,928

 

97.2

%  

1,130

SOUTHWEST REGION

 

 

 

  

 

 

 

 

  

 

Denver, CO

 

1

 

218

 

3.7

%  

 

144,998

 

 

665,128

 

93.1

%  

955

Total Operating Communities

 

53

 

17,174

 

100.0

%  

 

4,040,989

 

99,500

$

235,297

 

96.0

%  

884

Other

 

 

 

%  

 

2,736

 

(396)

 

  

 

  

 

  

Total Real Estate Owned

 

53

 

17,174

 

100.0

%  

$

4,043,725

$

99,104

 

  

 

  

 

  

Item 3. LEGAL PROCEEDINGS

We are subject to various legal proceedings and claims arising in the ordinary course of business. We cannot determine the ultimate liability with respect to such legal proceedings and claims at this time. We believe 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 4. MINE SAFETY DISCLOSURES

Not Applicable.

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PART II

Item 5.   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

UDR, Inc.:

Common Stock

UDR, Inc.’s common stock has been listed on the New York Stock Exchange (“NYSE”) under the symbol “UDR” since May 7, 1990.

On February 16, 2021, there were 3,173 holders of record of the 296,820,995 outstanding shares of our common stock.

We have determined that, for federal income tax purposes, approximately 73% of the distributions for 2020 represented ordinary income, less than 1% represented qualified ordinary income, 21% represented long-term capital gain and 6% represented unrecaptured section 1250 gain.

UDR pays regular quarterly distributions to holders of its common stock. Future distributions will be at the discretion of our Board of Directors and will depend on our actual funds from operations, financial condition and capital requirements, the annual distribution requirements under the REIT provisions of the Code, and other factors.

Series E Preferred Stock

The Series E Cumulative Convertible Preferred Stock (“Series E”) has no stated par value and a liquidation preference of $16.61 per share. Subject to certain adjustments and conditions, each share of the Series E is convertible at any time at the holder’s option into 1.083 shares of our common stock. The holders of the Series E are entitled to vote on an as-converted basis as a single class in combination with the holders of common stock at any meeting of our stockholders for the election of directors or for any other purpose on which the holders of common stock are entitled to vote. The Series E has no stated maturity and is not subject to any sinking fund or any mandatory redemption. In connection with a special dividend (declared on November 5, 2008), the Company reserved for issuance upon conversion of the Series E additional shares of common stock to which a holder of the Series E would have received if the holder had converted the Series E immediately prior to the record date for this special dividend.

Distributions declared on the Series E for the years ended December 31, 2020 and 2019 were $1.5592 per share, or $0.3898 per quarter, and $1.4832 per share, or $0.3708 per quarter, respectively. The Series E is not listed on any exchange. At December 31, 2020, a total of 2.7 million shares of the Series E were outstanding.

Series F Preferred Stock

We are authorized to issue up to 20.0 million shares of our Series F Preferred Stock (“Series F”). The Series F may be purchased by holders of our Operating Partnership Units, or OP Units, described below under “Operating Partnership Units,” and holders of limited partnership interests in the DownREIT Partnership at a purchase price of $0.0001 per share. OP/DownREIT unitholders are entitled to subscribe for and purchase one share of the Series F for each OP/DownREIT Unit held.

As of December 31, 2020, a total of 14.4 million shares of the Series F were outstanding. Holders of the Series F are entitled to one vote for each share of the Series F they hold, voting together with the holders of our common stock, on each matter submitted to a vote of security holders at a meeting of our stockholders. The Series F does not entitle its holders to any other rights, privileges or preferences.

Distribution Reinvestment and Stock Purchase Plan

We have a Distribution Reinvestment and Stock Purchase Plan under which holders of our common stock may elect to automatically reinvest their distributions and make additional cash payments to acquire additional shares of our common stock. Stockholders who do not participate in the plan continue to receive distributions as and when declared. As of February 16, 2021, there were approximately 1,911 participants in the plan.

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Table of Contents

United Dominion Realty, L.P.:

Operating Partnership Units

There is no established public trading market for United Dominion Realty, L.P.’s Operating Partnership Units. From time to time we issue shares of our common stock in exchange for OP Units tendered to the Operating Partnership for redemption in accordance with the provisions of the Operating Partnership’s limited partnership agreement. At December 31, 2020, there were 184.8 million OP Units outstanding in the Operating Partnership, of which 176.2 million OP Units or 95.3% were owned by UDR and affiliated entities and 8.6 million OP Units or 4.7% were owned by non-affiliated limited partners. Under the terms of the Operating Partnership’s limited partnership agreement, the holders of OP Units have the right to require the Operating Partnership to redeem all or a portion of the OP Units held by the holder in exchange for a cash payment based on the market value of our common stock at the time of redemption. However, the Operating Partnership’s obligation to pay the cash amount is subject to the prior right of the Company to acquire such OP Units in exchange for either the cash amount or the number of shares of our common stock equal to the number of OP Units being redeemed.

During the three months ended December 31, 2020, we did not issue any shares of our common stock upon redemption of OP Units in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

Purchases of Equity Securities

In February 2006, UDR’s Board of Directors authorized a 10 million share repurchase program. In January 2008, UDR’s Board of Directors authorized a new 15 million share repurchase program. Under the two share repurchase programs, UDR may repurchase shares of our common stock in open market purchases, block purchases, privately negotiated transactions or otherwise. The following table summarizes all of UDR’s repurchases of shares of common stock under these programs during the quarter ended December 31, 2020 (shares in thousands):

    

    

Total Number

    

Maximum

of Shares

Number of

Purchased as

Shares that

Total

Part of

May Yet Be

Number of

Average

Publicly

Purchased

Shares

Price Paid

Announced Plans

Under the Plans

Period

Purchased

per Share

or Programs

or Programs (a)

Beginning Balance

11,158

$

23.75

 

11,158

 

14,439

October 1, 2020 through October 31, 2020

 

 

 

14,439

November 1, 2020 through November 30, 2020

 

 

 

14,439

December 1, 2020 through December 31, 2020

 

 

 

14,439

Balance as of December 31, 2020

11,158

$

23.75

 

11,158

 

14,439

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

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Table of Contents

Comparison of Five-year Cumulative Total Returns

The following graph compares the five-year cumulative total returns for UDR common stock with the comparable cumulative return of the Nareit Equity REIT Index, Standard & Poor’s 500 Stock Index, the Nareit Equity Apartment Index and the MSCI U.S. REIT Index. The graph assumes that $100 was invested on December 31, 2014, in each of our common stock and the indices presented. Historical stock price performance is not necessarily indicative of future stock price performance. The comparison assumes that all dividends are reinvested.

Graphic

Period Ending

Index

    

12/31/2015

    

12/31/2016

    

12/31/2017

    

12/31/2018

    

12/31/2019

    

12/31/2020

UDR, Inc.

 

100.00

 

100.27

 

109.41

 

116.42

 

141.42

 

120.74

Nareit Equity Apartment Index

 

100.00

 

102.86

 

106.68

 

110.63

 

139.75

 

118.30

MSCI U.S. REIT Index

 

100.00

 

108.60

 

114.11

 

108.89

 

137.03

 

126.65

S&P 500 Index

 

100.00

 

111.96

 

136.40

 

130.42

 

171.49

 

203.04

Nareit Equity REIT Index

 

100.00

 

108.52

 

114.19

 

108.91

 

137.23

 

126.25

The performance graph and the related chart and text, are being furnished solely to accompany this Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of ours, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 6. SELECTED FINANCIAL DATA

Not Applicable.

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Table of Contents

Item 7.

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, rental expense growth and expected or potential impacts of the novel coronavirus disease (“COVID-19”) pandemic. Words such as “expects,” “anticipates,” “intends,” “plans,” “likely,” “will,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. Such factors include, among other things, the impact of the COVID-19 pandemic and measures intended to prevent its spread or address its effect, unfavorable changes in the apartment market, changing economic conditions, the impact of inflation/deflation on rental rates and property operating expenses, expectations concerning the availability of capital and the stability of the capital markets, the impact of competition and competitive pricing, acquisitions, developments and redevelopments not achieving anticipated results, delays in completing developments and redevelopments, delays in completing lease-ups on schedule or at expected rent and occupancy levels, expectations on job growth, home affordability and demand/supply ratio for multifamily housing, expectations concerning development and redevelopment activities, expectations on occupancy levels and rental rates, expectations concerning joint ventures and partnerships with third parties, expectations that automation will help grow net operating income, and expectations on annualized net operating income.

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

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

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Table of Contents

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

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

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

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

COVID-19 Update

See Part I, Item 1. “Business – COVID-19 Update” above for more information on the impact of COVID-19 on the Company.

The following discussion should be read in conjunction with the consolidated financial statements appearing elsewhere herein and is based primarily on the consolidated financial statements for the years ended December 31, 2020, and 2019 of each UDR, Inc. and United Domination Realty, L.P.

This section of this Form 10-K generally discusses 2020 and 2019 items and year-to-year comparisons between 2020 and 2019 of UDR, Inc. and United Domination Realty, L.P. Discussions of 2018 items and year-to-year comparisons between 2019 and 2018 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

UDR, Inc.:

Business Overview

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

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Table of Contents

At December 31, 2020, our consolidated real estate portfolio included of 149 communities in 13 states plus the District of Columbia totaling of 48,283 apartment homes. In addition, we have an ownership interest in 5,295 completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including 2,165 apartment homes owned by entities in which we hold preferred equity investments. The Same-Store Community apartment home population for the year ended December 31, 2020, was 37,607.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles (“GAAP”) requires management to use judgment in the application of accounting policies, including making estimates and assumptions. A critical accounting policy is one that is both important to our financial condition and results of operations as well as involves some degree of uncertainty. Estimates are prepared based on management’s assessment after considering all evidence available. Changes in estimates could affect our financial position or results of operations. Below is a discussion of the accounting policies that we consider critical to understanding our financial condition or results of operations where there is uncertainty or where significant judgment is required. A discussion of our significant accounting policies, including further discussion of the accounting policies described below, can be found in Note 2, Significant Accounting Policies, to the Notes to the UDR, Inc. Consolidated Financial Statements included in this Report.

Cost Capitalization

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

In addition to construction costs, we capitalize costs directly related to the predevelopment, development, and redevelopment of a capital project, which include, but are not limited to, interest, real estate taxes, insurance, and allocated development and redevelopment overhead related to support costs for personnel working on the capital projects. We use our professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred. These costs are capitalized only during the period in which activities necessary to ready an asset for its intended use are in progress and such costs are incremental and identifiable to a specific activity to get the asset ready for its intended use. As each home in a capital project is completed and becomes available for lease-up, the Company ceases capitalization on the related portion. The costs capitalized are reported on the Consolidated Balance Sheets as Total real estate owned, net of accumulated depreciation. Amounts capitalized during the years ended December 31, 2020, 2019, and 2018 were $19.0 million, $13.5 million, and $18.1 million, respectively.

Investment in Unconsolidated Entities

We may enter into various joint venture agreements and/or partnerships with unrelated third parties to hold or develop real estate assets. We must determine for each of these ventures whether to consolidate the entity or account for our investment under the equity method of accounting. We determine whether to consolidate a joint venture or partnership based on our rights and obligations under the venture agreement, applying the applicable accounting guidance. The application of the rules in evaluating the accounting treatment for each joint venture or partnership is complex and requires substantial management judgment. We evaluate our accounting for investments on a regular basis including when a significant change in the design of an entity occurs. Throughout our financial statements, and in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, we use the term “joint venture” or “partnership” when referring to investments in entities in which we do not have a 100% ownership interest.

We continually evaluate our investments in unconsolidated joint ventures when events or changes in circumstances indicate that there may be an other-than-temporary decline in value. We consider various factors to determine if a decrease in the value of the investment is other-than-temporary. These factors include, but are not limited to, age of the venture, our intent and ability to retain our investment in the entity, the financial condition and long-term prospects of the entity, and the relationships with the other joint venture partners and its lenders. The amount of loss recognized is the excess of the investment’s carrying amount over its estimated fair value. If we believe that the decline in fair value is temporary, no impairment is recorded. The aforementioned factors are taken as a whole by management in determining the valuation of our investment property. Should the actual results differ from management’s judgment, the valuation could be negatively affected and may result in a negative impact to our Consolidated Financial Statements.

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Table of Contents

Impairment of Long-Lived Assets

Quarterly or when changes in circumstances warrant, we will assess our real estate properties for indicators

of impairment. The judgments regarding the existence of impairment indicators are based on certain factors. Such factors include, among other things, operational performance, market conditions, the Company’s intent and ability to hold the related asset, as well as any significant cost overruns on development properties.

If a real estate property has indicators of impairment, we assess whether the long-lived asset’s carrying value exceeds the community’s undiscounted future cash flows, which is representative of projected net operating income (“NOI”) plus the residual value of the community. Our future cash flow estimates are based upon historical results adjusted to reflect our best estimate of future market and operating conditions and our estimated holding periods. If such indicators of impairment are present and the carrying value exceeds the undiscounted cash flows of the community, an impairment loss is recognized equal to the excess of the carrying amount of the asset over its estimated fair value. Our estimates of fair value represent our best estimate based primarily upon unobservable inputs related to rental rates, operating costs, growth rates, discount rates, capitalization rates, industry trends and reference to market rates and transactions.

For long-lived assets to be disposed of, impairment losses are recognized when the fair value of the asset less estimated cost to sell is less than the carrying value of the asset. Properties classified as real estate held for disposition generally represent properties that are actively marketed or contracted for sale with the closing expected to occur within the next twelve months. Real estate held for disposition is carried at the lower of cost, net of accumulated depreciation, or fair value, less the cost to sell, determined on an asset-by-asset basis. Expenditures for ordinary repair and maintenance costs on held for disposition properties are charged to expense as incurred. Expenditures for improvements, renovations, and replacements related to held for disposition properties are capitalized at cost. Depreciation is not recorded on real estate held for disposition.

Real Estate Investment Properties

We purchase real estate investment properties from time to time and record the fair value to various components, such as land, buildings, and intangibles related to in-place leases, based on the fair value of each component. In making estimates of fair values for purposes of allocating purchase price, we utilize various sources, including independent appraisals, our own analysis of recently acquired and existing comparable properties in our portfolio and other market data. The fair value of buildings is determined as if the buildings were vacant upon acquisition and subsequently leased at market rental rates. As such, the determination of fair value considers the present value of all cash flows expected to be generated from the property including an initial lease-up period. We determine the fair value of in-place leases by assessing the net effective rent and remaining term of the lease relative to market terms for similar leases at acquisition. In addition, we consider the cost of acquiring similar leases, the foregone rents associated with the lease-up period, and the carrying costs associated with the lease-up period. The fair value of in-place leases is recorded and amortized as amortization expense over the remaining average contractual lease period.

REIT Status

We are a Maryland corporation that has elected to be treated for federal income tax purposes as a REIT. A REIT is a legal entity that holds interests in real estate and is required by the Code to meet a number of organizational and operational requirements, including a requirement that a REIT must distribute at least 90% of our REIT taxable income (other than our net capital gain) to our stockholders. If we were to fail to qualify as a REIT in any taxable year, we will be subject to federal and state income taxes at the regular corporate rates and may not be able to qualify as a REIT for four years. Based on the net earnings reported for the year ended December 31, 2020 in our Consolidated Statements of Operations, we would have incurred federal and state GAAP income taxes if we had failed to qualify as a REIT.

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Summary of Real Estate Portfolio by Geographic Market

The following table summarizes our market information by major geographic markets as of and for the year ended December 31, 2020:

December 31, 2020

Year Ended December 31, 2020

  

  

  

Percentage

  

Total

  

  

Monthly

    

Net

Number of

Number of

of Total 

Carrying

Average

Income per 

Operating

Apartment

Apartment

Carrying

Value (in

Physical

Occupied

Income

Same-Store Communities

Communities

Homes

Value

thousands)

Occupancy

Home (a)

(in thousands)

West Region

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Orange County, CA

 

10

 

4,434

 

8.8

$

1,145,371

 

96.5

$

2,328

$

91,704

San Francisco, CA

 

11

 

2,751

 

6.8

885,036

 

91.5

3,501

76,760

Seattle, WA

 

13

 

2,570

 

6.8

%

 

889,749

 

96.7

%

 

2,471

 

53,010

Monterey Peninsula, CA

 

7

 

1,565

 

1.4

%

 

185,224

 

96.6

%

 

1,940

 

27,587

Los Angeles, CA

 

4

 

1,225

 

3.5

%

 

463,167

 

95.5

%

 

2,765

 

27,585

Other Southern California

 

2

 

654

 

0.9

%

 

111,656

 

97.7

%

 

2,038

 

11,796

Portland, OR

 

2

 

476

 

0.4

%

 

52,126

 

97.1

%

 

1,637

 

6,623

Mid-Atlantic Region

 

  

 

  

 

 

  

 

  

 

  

 

  

Metropolitan D.C.

 

20

 

7,496

 

14.9

%

 

1,944,746

 

96.8

%

 

2,077

 

125,654

Baltimore, MD

 

3

 

720

 

1.2

%

 

156,797

 

97.9

%

 

1,720

 

9,603

Richmond, VA

 

4

 

1,358

 

1.2

%

 

153,906

 

97.8

%

 

1,422

 

16,874

Northeast Region

 

  

 

  

 

 

  

 

  

 

  

 

  

Boston, MA

 

4

 

1,388

 

3.6

%

 

470,541

 

95.1

%

 

2,783

 

32,372

New York, NY

 

3

 

1,452

 

7.9

%

 

1,037,337

 

92.6

%

 

4,135

 

33,181

Southeast Region

 

  

 

  

 

 

  

 

  

 

  

 

  

Tampa, FL

 

7

 

2,287

 

2.1

%

 

274,126

 

97.1

%

 

1,484

 

25,949

Orlando, FL

 

9

 

2,500

 

1.8

%

 

240,100

 

96.8

%

 

1,413

 

28,541

Nashville, TN

 

8

 

2,260

 

1.7

%

 

223,827

 

97.8

%

 

1,378

 

25,943

Other Florida

 

1

 

636

 

0.7

%

 

89,630

 

97.2

%

 

1,656

 

8,085

Southwest Region

 

  

 

  

 

 

  

 

  

 

  

 

  

Dallas, TX

 

7

 

2,345

 

2.3

%

 

298,205

 

97.3

%

 

1,382

 

24,124

Austin, TX

 

4

 

1,272

 

1.3

%

 

171,483

 

97.6

%

 

1,548

 

13,607

Denver, CO

1

218

1.1

%

144,959

93.1

%

3,012

5,200

Total/Average Same-Store Communities

 

120

 

37,607

 

68.4

%

 

8,937,986

 

96.3

%

$

2,126

 

644,198

Non-Mature, Commercial Properties & Other

 

28

 

10,088

 

28.8

%

 

3,768,954

 

  

 

  

 

196,868

Total Real Estate Held for Investment

 

148

 

47,695

 

97.2

%

 

12,706,940

 

  

 

  

 

841,066

Real Estate Under Development (b)

 

 

202

 

1.9

%

 

247,877

 

  

 

  

 

215

Real Estate Held for Disposition (c)

 

1

 

386

 

0.9

%

 

116,655

 

  

 

  

 

12,421

Total Real Estate Owned

 

149

 

48,283

 

100.0

%

 

13,071,472

 

  

 

  

$

853,702

Total Accumulated Depreciation

 

  

 

  

 

  

 

(4,605,366)

 

  

 

  

 

  

Total Real Estate Owned, Net of Accumulated Depreciation

 

  

 

  

 

  

$

8,466,106

 

  

 

  

 

  

(a)Monthly Income per Occupied Home represents total monthly revenues divided by the average physical number of occupied apartment homes in our Same-Store portfolio.
(b)As of December 31, 2020, the Company was developing five wholly owned communities with a total of 1,378 apartment homes, 202 of which have been completed.
(c)The Company had one community located in Orange County, California that met the criteria to be classified as held for disposition at December 31, 2020.

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

Our Same-Store Communities segment represents those communities acquired, developed, and stabilized prior to January 1, 2019 and held as of December 31, 2020. These communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior year, there is no plan to conduct substantial redevelopment activities, and the communities are not classified as held for disposition at year end. A community is considered to have stabilized occupancy once it achieves 90% occupancy for at least three consecutive months.

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

Liquidity and Capital Resources

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

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

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

In July 2017, the Company entered into an ATM sales agreement under which the Company may offer and sell up to 20.0 million shares of its common stock, from time to time, to or through its sales agents and may enter into separate forward sales agreements to or through its forward purchasers. Upon entering into the ATM sales agreement, the Company simultaneously terminated the sales agreement for its prior at-the-market equity offering program, which was entered into in April 2017, which replaced the prior at-the-market equity offering program entered into in April 2012. During the year ended December 31, 2020, the Company did not sell any shares of common stock through its ATM program, other than the forward sales described below. As of December 31, 2020, we had 9.6 million shares of common stock available for future issuance under the ATM program.

In February 2020, the Company issued $200.0 million of 3.20% senior unsecured medium-term notes due 2030 (the “2030 Notes”). Interest is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2020. The notes were priced at 105.660% of the principal amount at issuance. This was a further issuance of the 2030 Notes, and forms a single series with, the $300.0 million aggregate principal amount of the Company’s 2030 Notes that were issued in July 2019 and the $100.0 million aggregate principal amount of the Company’s 2030 Notes that were issued in October 2019. As of the completion of the offering, the aggregate principal amount of outstanding 2030 notes was $600.0 million. 

In July 2020, the Company refinanced a 4.35% fixed rate mortgage note payable due in November 2020 with a balance of $79.3 million with a $160.9 million, 2.62% fixed rate mortgage note payable due in 2031. The Company incurred net extinguishment costs of $0.5 million in connection with the refinancing. The incremental proceeds were used to reduce the Company’s borrowings under its unsecured commercial paper program.

In July 2020, the Company announced that it commenced a cash tender offer for any and all of its outstanding 3.75% unsecured medium-term notes due July 2024 (the “2024 Notes”). Pursuant to the tender offer, on July 21, 2020, the Company completed the purchase of $116.9 million aggregate principal amount of the 2024 Notes, or 39.0% of the $300.0 million aggregate principal amount of the 2024 Notes. The tender offer consideration was $1,101.92 for each $1,000 principal amount of the 2024 Notes, plus accrued and unpaid interest to, but not including, July 21, 2020.

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In July 2020, the Company issued $400.0 million of 2.10% senior unsecured medium-term notes due August 1, 2032. Interest is payable semi-annually in arrears on February 1 and August 1. The notes were priced at 99.894% of the principal amount at issuance. The Company used a portion of the net proceeds to fund the purchase of the 2024 Notes accepted pursuant to the tender offer described above and to prepay $245.8 million of 4.64% secured debt due in 2023. The combined prepayment and make-whole amounts for the purchase of the 2024 Notes and the prepayment of the secured debt due in 2023, inclusive of the acceleration of fair market value adjustments originally recorded on secured debt assumed in property acquisitions, totaled approximately $24.0 million.

In December 2020, the Company issued $350.0 million of 1.90% senior unsecured medium-term notes due March 15, 2033 (the “2033 Notes”). Interest is payable semi-annually in arrears on March 15 and September 15. The notes were priced at 99.578% of the principal amount at issuance. The Company used the net proceeds for the repayment of debt, including the redemption of the remaining $183.1 million aggregate principal amount (plus the make-whole amount of approximately $21.1 million) of its 2024 Notes, $67.5 million of secured debt maturing in 2023, and outstanding indebtedness under our commercial paper program and working capital credit facility. The 2033 Notes were issued as “green” bonds and, as a result, the Company will allocate an amount equal to the net proceeds from the sale of the 2033 Notes to fund eligible green projects.

During the year ended December 31, 2020, the Company repurchased 0.6 million shares of its common stock at an average price of $33.11 per share for total consideration of approximately $19.8 million under its share repurchase program.

During the year ended December 31, 2020, the Company entered into forward sales agreements under its ATM program for a total of 2.1 million shares of common stock at a weighted average initial forward price per share of $49.56. The initial forward price per share received by the Company upon settlement was determined on the

applicable settlement date based on adjustments made to the initial forward price to reflect the then-current federal funds rate and the amount of dividends paid to holders of UDR common stock over the term of the forward sales agreement.

In December 2020, the Company settled all 2.1 million shares sold under the forward sales agreement at a weighted average forward price per share of $48.23, which is inclusive of adjustments made to reflect the then-current federal funds rate, the amount of dividends paid to holders of UDR common stock and commissions paid to sales agents of approximately $3.9 million, for net proceeds of $102.3 million. Aggregate net proceeds from such sales, after deducting related expenses, was $102.2 million.

Future Capital Needs

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

During 2021, we have approximately $1.1 million of secured debt maturing, comprised solely of principal amortization, and $190.0 million of unsecured debt maturing, comprised solely of the unsecured commercial paper. Additionally, the Company has no secured or unsecured debt maturing in 2022, other than the unsecured working capital credit facility. We anticipate repaying the debt due in 2021 and 2022 with cash flow from our operations, proceeds from debt or equity offerings, proceeds from dispositions of properties, or from borrowings under our credit agreements and our unsecured commercial paper program.

In January 2021, the entire $190.0 million of outstanding unsecured commercial paper as of December 31, 2020 was repaid at maturity with additional proceeds of unsecured commercial paper with maturity dates in February 2021 and proceeds under the Working Capital Credit Facility. As of February 16, 2021, we had no borrowings outstanding under the Revolving Credit Facility, leaving $1.1 billion of unused capacity (excluding $1.9 million of letters of credit), and we had $0.2 million outstanding under the Working Capital Credit Facility, leaving $74.8 million of unused capacity.

On February 11, 2021, the Company priced an offering of $300.0 million of 2.10% senior unsecured medium-term notes due 2033. The notes were priced at 99.592% of the principal amount of the notes. The Company intends to

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use the net proceeds to repay indebtedness, including the redemption of its $300.0 million 4.00% senior unsecured medium-term notes due October 2025 (plus the make-whole amount and accrued and unpaid interest), to fund potential acquisitions, or for other general corporate purposes. The settlement of the offering is expected to occur on February 26, 2021, subject to the satisfaction of customary closing conditions.

Statements of Cash Flows

The following discussion explains the changes in Net cash provided by/(used in) operating activities, Net cash provided by/(used in) investing activities, and Net cash provided by/(used in) financing activities that are presented in our Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019.

Operating Activities

For the year ended December 31, 2020, our Net cash provided by/(used in) operating activities was $604.3 million compared to $630.7 million for 2019. The decrease in cash flow from operating activities was primarily due to changes in operating assets and liabilities, partially offset by an increase in return on investments in unconsolidated joint ventures and improved net operating income, primarily driven by net operating income from communities acquired in 2020 and 2019.

Investing Activities

For the year ended December 31, 2020, Net cash provided by/(used in) investing activities was $(460.8) million compared to $(1.7) billion for 2019. The decrease in cash used in investing activities was primarily due to the decrease in acquisitions made during the current year and an increase in proceeds from sales of real estate investments, partially offset by an increase in spend for development of real estate assets and a decrease in distributions received from unconsolidated joint ventures.

Acquisitions

In January 2020, the Company acquired a 294 apartment home operating community located in Tampa, Florida for approximately $85.2 million. The Company increased its real estate assets owned by approximately $83.1 million and recorded approximately $2.1 million of in-place lease intangibles.

In January 2020, the Company increased its ownership interest from 49% to 100% in a 276 apartment home operating community located in Hillsboro, Oregon, for a cash purchase price of approximately $21.6 million. In connection with the acquisition, the Company repaid approximately $35.6 million of joint venture construction financing. As a result, the Company consolidated the operating community. The Company had previously accounted for its 49% ownership interest as a preferred equity investment in an unconsolidated joint venture (see Note 5, Joint Ventures and Partnerships). The Company accounted for the consolidation as an asset acquisition resulting in no gain or loss upon consolidation and increased its real estate assets owned by approximately $67.8 million and recorded approximately $1.7 million of in-place lease intangibles.

In August 2020, the Company acquired a to-be-developed parcel of land located in King of Prussia, Pennsylvania for approximately $16.2 million.

In November 2020, the Company acquired a 672 apartment home operating community located in Tampa, Florida for approximately $122.5 million. The Company increased its real estate assets owned by approximately $119.4 million and recorded approximately $3.1 million of in-place lease intangibles.

In December 2020, the Company acquired a 400 apartment home operating community located in Herndon, Virginia for approximately $128.6 million. The Company increased its real estate assets owned by approximately $125.9 million and recorded approximately $2.7 million of in-place lease intangibles.

In January 2019, the Company increased its ownership interest from 49% to 100% in a 386 apartment home operating community located in Anaheim, California, for a cash purchase price of approximately $33.5 million. In connection with the acquisition, the Company repaid approximately $59.8 million of joint venture construction financing. As a result, the Company consolidated the operating community. The Company had previously accounted for its 49% ownership interest as a preferred equity investment in an unconsolidated joint venture. The Company accounted

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for the consolidation as an asset acquisition resulting in no gain upon consolidation and increased its real estate assets owned by approximately $115.7 million and recorded approximately $2.4 million of in-place lease intangibles.

In January 2019, the Company increased its ownership interest from 49% to 100% in a 155 apartment home operating community located in Seattle, Washington, for a cash purchase price of approximately $20.0 million. In connection with the acquisition, the Company repaid approximately $26.0 million of joint venture construction financing. As a result, the Company consolidated the operating community. The Company had previously accounted for its 49% ownership interest as a preferred equity investment in an unconsolidated joint venture. The Company accounted for the consolidation as an asset acquisition resulting in no gain upon consolidation and increased its real estate assets owned by approximately $58.1 million and recorded approximately $2.4 million of real estate intangibles and approximately $0.6 million of in-place lease intangibles.

In January 2019, the Company acquired a to-be-developed parcel of land located in Washington, D.C. for approximately $27.1 million.

In February 2019, the Company acquired a to-be-developed parcel of land located in Denver, Colorado for approximately $13.7 million.

In February 2019, the Company acquired a 188 apartment home operating community located in Brooklyn, New York for approximately $132.1 million. The Company increased its real estate assets owned by approximately $97.5 million and recorded approximately $33.6 million of real estate intangibles and approximately $1.0 million of in-place lease intangibles.

In February 2019, the Company acquired a 381 apartment home operating community located in St. Petersburg, Florida for approximately $98.3 million. The Company increased its real estate assets owned by approximately $96.0 million and recorded approximately $2.3 million of in-place lease intangibles.

In April 2019, the Company acquired a 498 apartment home operating community located in Towson, Maryland for approximately $86.4 million. The Company increased its real estate assets owned by approximately $82.5 million and recorded approximately $3.9 million of in-place lease intangibles.

In May 2019, the Company acquired a 313 apartment home operating community located in King of Prussia, Pennsylvania for approximately $107.3 million. The Company increased its real estate assets owned by approximately $106.4 million and recorded approximately $0.9 million of in-place lease intangibles.

In May 2019, the Company acquired a 240 apartment home operating community located in St. Petersburg, Florida for approximately $49.4 million. The Company increased its real estate assets owned by approximately $48.2 million and recorded approximately $1.2 million of in-place lease intangibles.

In June 2019, the Company acquired a 200 apartment home operating community located in Waltham, Massachusetts for approximately $84.6 million. The Company increased its real estate assets owned by approximately $82.6 million and recorded approximately $2.0 million of in-place lease intangibles.

In August 2019, the Company acquired a 914 apartment home operating community located in Norwood, Massachusetts for approximately $270.2 million. The Company increased its real estate assets owned by approximately $260.1 million and recorded approximately $10.1 million of in-place lease intangibles.

In August 2019, the Company acquired a 185 apartment home operating community located in Englewood, New Jersey for approximately $83.6 million. The Company increased its real estate assets owned by approximately $77.5 million and recorded approximately $4.6 million of real estate intangibles and approximately $1.5 million of in-place lease intangibles.

In August 2019, the Company purchased a 292 apartment home operating community in Washington, D.C., directly from the UDR/KFH joint venture, thereby increasing its ownership interest from 30% to 100%, for a purchase price at 100% of approximately $184.0 million, before $2.8 million of closing costs incurred by UDR at acquisition. The Company accounted for the consolidation as an asset acquisition, resulting in no gain upon consolidation, and increased its real estate assets owned by approximately $156.0 million and recorded approximately $5.9 million of in-place lease intangibles.

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In November 2019, the Company acquired the approximately 50% ownership interest not previously owned in 10 UDR/MetLife operating communities, one development community and four land parcels valued at $1.1 billion, or $564.2 million at UDR’s share, and sold its approximately 50% ownership interest in five UDR/MetLife operating communities valued at $645.8 million, or $322.9 million at UDR’s share, to MetLife. The Company paid $109.2 million directly to MetLife to complete the transaction. As a result, the Company consolidated the 10 operating communities, one development community and four land parcels, and they are no longer accounted for as equity method investments in an unconsolidated joint venture (see Note 5, Joint Ventures and Partnerships). The Company accounted for the consolidation as an asset acquisition resulting in no gain upon consolidation and increased its real estate assets owned by approximately $977.8 million and recorded approximately $30.0 million of in-place lease intangibles. In connection with the acquisition, the Company assumed six secured fixed rate mortgage notes payable and one credit facility secured by four communities with a combined outstanding balance of $518.4 million and estimated fair value of $551.8 million. The Company recorded the debt at its fair value in Secured debt, net on the Consolidated Balance Sheets.

The following table is a summary of the 10 communities, one development community and four land parcels acquired from the UDR/MetLife joint venture:

Property

Type

Number of Homes

Location

Strata

Operating Community

163

San Diego, CA

Crescent Falls Church

Operating Community

214

Washington, D.C.

Charles River Landing

Operating Community

350

Boston, MA

Lodge at Ames Pond

Operating Community

364

Boston, MA

Lenox Farms

Operating Community

338

Boston, MA

Towson Promenade

Operating Community

379

Baltimore, MD

Savoye

Operating Community

394

Addison, TX

Savoye2

Operating Community

351

Addison, TX

Fiori on Vitruvian Park ®

Operating Community

391

Addison, TX

Vitruvian West

Operating Community

383

Addison, TX

Vitruvian West Phase 2 (a)

Development Community

366

Addison, TX

Vitruvian Park ®

4 Land Parcels

N/A

Addison, TX

(a)The number of apartment homes for the community under development presented in the table above is based on the projected number of total homes upon completion of development. As of December 31, 2019, no apartment homes had been completed.

Dispositions

In May 2020, the Company sold an operating community located in Bellevue, Washington with a total of 71 apartment homes for gross proceeds of $49.7 million, resulting in a gain of approximately $29.6 million. The sale was partially financed by the Company through the issuance of a promissory note totaling $4.0 million which was repaid in January 2021. (See Note 2, Significant Accounting Policies for further discussion.) The proceeds were designated for a tax-deferred Section 1031 exchange that were used to pay a portion of the purchase price for the above mentioned acquisition of an operating community in Tampa, Florida, in January 2020.

In May 2020, the Company sold an operating community located in Kirkland, Washington with a total of 196 apartment homes for gross proceeds of $92.9 million, resulting in a gain of approximately $31.7 million.

In October 2020, the Company sold an operating community located in Alexandria, Virginia with a total of 332 apartment homes for gross proceeds of $145.0 million, resulting in a gain of approximately $58.0 million. The proceeds were designated for a tax-deferred Section 1031 exchange and were used to pay a portion of the purchase price for acquisitions in November and December 2020.

In June 2019, the Company sold a parcel of land located in Los Angeles, California for $38.0 million, resulting in a gain of approximately $5.3 million. Prior to the sale, the parcel of land was subject to a ground lease, under which UDR was the lessor, scheduled to expire in 2065. The ground lease included a purchase option for the lessee to acquire the land during specific periods of the ground lease term. During the second quarter of 2019, the lessee exercised the purchase option resulting in the sale by the Company and the ground lease being terminated.

We plan to continue to pursue our strategy of exiting markets where long-term growth prospects are limited and redeploying capital to primary locations in markets we believe will provide the best investment returns.

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Capital Expenditures

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

For the year ended December 31, 2020, total capital expenditures of $165.8 million or $3,494 per stabilized home, which in aggregate include recurring capital expenditures and major renovations, were spent across our portfolio, excluding development, as compared to $158.0 million or $3,710 per stabilized home for the prior year.

The increase in total capital expenditures was primarily due to:

an increase of 35.8%, or $12.7 million, in major renovations, which include major structural changes and/or architectural revisions to existing buildings; and
an increase of 11.1%, or $5.7 million, in recurring capital expenditures, which include asset preservation and turnover related expenditures; and
an increase of 11.6%, or $5.1 million, in NOI enhancing improvements, such as kitchen and bath remodels and upgrades to common areas.

This was partially offset by:

a decrease of 56.8%, or $15.6 million, in spend as compared to 2019 for our operations platform, which includes smart home installations at certain of our properties.

The following table outlines capital expenditures and repair and maintenance costs for all of our communities, excluding real estate under development, for the years ended December 31, 2020 and 2019 (dollars in thousands except Per Home amounts):

Per Home

 

Year Ended December 31, 

Year Ended December 31, 

 

    

2020

    

2019

    

% Change

    

2020

    

2019

    

% Change

 

Turnover capital expenditures

$

12,978

$

11,192

 

16.0

%  

$

273

$

263

 

3.8

%

Asset preservation expenditures

 

43,946

 

40,054

 

9.7

%  

 

926

 

941

 

(1.6)

%

Total recurring capital expenditures

 

56,924

 

51,246

 

11.1

%  

 

1,199

 

1,204

 

(0.4)

%

NOI enhancing improvements (a)

 

48,752

 

43,689

 

11.6

%  

 

1,027

 

1,026

 

0.1

%

Major renovations (b)

 

48,317

 

35,569

 

35.8

%  

 

1,018

 

835

 

21.9

%

Operations platform

11,853

27,445

(56.8)

%  

250

645

(61.3)

%

Total capital expenditures (c)

$

165,846

$

157,949

 

5.0

%  

$

3,494

$

3,710

 

(5.8)

%

Repair and maintenance expense

$

56,794

$

43,525

 

30.5

%  

$

1,196

$

1,022

 

17.0

%

Average home count (d)

 

47,475

 

42,579

 

11.5

%  

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

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

Consolidated Real Estate Under Development and Redevelopment

At December 31, 2020, our development pipeline consisted of five wholly-owned communities located in Denver, Colorado, Dublin, California, Addison, Texas, King of Prussia, Pennsylvania and Washington D.C., totaling 1,378 homes, 202 of which have been completed, with a budget of $491.5 million, in which we have an investment of

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$247.9 million. The communities are estimated to be completed between the first quarter of 2021 and the second quarter of 2023. During 2020, we incurred $121.2 million for development costs, an increase of $95.8 million as compared to costs incurred in 2019 of $25.4 million.

At December 31, 2020, the Company was not redeveloping any communities.

Unconsolidated Joint Ventures and Partnerships

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

The Company’s Investment in and advances to unconsolidated joint ventures and partnerships, net, are accounted for under the equity method of accounting. For the year ended December 31, 2020:

we made investments totaling $76.1 million in our unconsolidated joint ventures, including contributions of $66.3 million to four unconsolidated investments under our Developer Capital Program, which earn preferred returns ranging from 8.5% to 13.0%;
our proportionate share of the net income/(loss) of the joint ventures and partnerships was $18.8 million; and
we received distributions of $70.0 million, of which $20.7 million were operating cash flows and $49.3 million were investing cash flows.

We evaluate our investments in unconsolidated joint ventures and partnerships when events or changes in circumstances indicate that there may be an other-than-temporary decline in value. We consider various factors to determine if a decrease in the value of the investment is other-than-temporary. The Company did not recognize any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures or partnerships during the years ended December 31, 2020 and 2019.

Notes Receivable, net

Notes receivable relate to financing arrangements that are typically secured by real estate, real estate related projects or other assets.

The following significant activities occurred during the year ended December 31, 2020:

in August 2020, the Company exercised the purchase option associated with the $115.0 million secured note receivable. The purchase is expected to close in 2021. When the note was funded, the Company also entered into a purchase option agreement and paid a deposit of $10.0 million, which gave the Company the option to acquire the community at a fixed price of $170.0 million. The deposit is generally nonrefundable other than due to a failure of closing conditions pursuant to the terms of the agreement. If the Company fails to close the purchase other than due to seller’s failure or other breaches in the purchase option agreement, per the terms of the agreement, the note will be modified to extend the maturity date to 10 years following the date the temporary certificate of occupancy was issued, which was July 2020. Upon modification, the loan would be interest only for the first three years and after such date payments will be based on a 30-year amortization schedule.

Financing Activities

For the years ended December 31, 2020 and 2019, Net cash provided by/(used in) financing activities was $(152.6) million and $880.4 million, respectively.

The following significant financing activities occurred during the year ended December 31, 2020:

repayments of secured debt of $425.8 million, which was partially offset by proceeds from the issuance of secured debt of $160.9 million;

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issuance of $200.0 million of 3.20% senior unsecured medium-term notes due January 15, 2030, for net proceeds of approximately $211.3 million;
issuance of $400.0 million of 2.10% senior unsecured medium-term notes due August 1, 2032, for net proceeds of approximately $399.6 million;
issuance of $350.0 million of 1.90% senior unsecured medium-term notes due March 15, 2023, for net proceeds of approximately $348.5 million;
repayment of $300.0 million senior unsecured medium-term notes due July 2024, $116.9 million of which was pursuant to our tender offer;
net repayment of $110.0 million on our unsecured commercial paper program;
sale of 2.1 million shares of common stock under our forward sales agreement for aggregate net proceeds of $102.2 million at a price per share of $48.23;
repurchase of 0.6 million common shares for approximately $19.8 million;
distributions of $419.4 million to our common stockholders; and
payment of debt extinguishment costs of $62.6 million from the early prepayment of debt.

The following significant financing activities occurred during the year ended December 31, 2019:

issuance of $300 million of 3.20% senior unsecured medium-term notes due 2030 (3.42% effective rate after the effect of a cash flow hedge), for net proceeds of approximately $296.6 million;
issuance of $400 million of 3.00% senior unsecured medium-term notes due 2031 (3.01% effective rate after the effect of a cash flow hedge), for net proceeds of approximately $395.7 million, $300.0 million of which was used to repay 3.70% medium-term notes due in October 2020;
issuance of $100 million of 3.20% senior unsecured medium-term notes due 2030 (3.24% effective rate after the effect of a cash flow hedge), and issuance of $300 million of 3.10% senior unsecured medium-term notes due 2034 (3.13% effective rate after the effect of a cash flow hedge), for net proceeds of approximately $398.6 million, which was used to repay $400.0 million of 4.63% medium-term notes due in January 2022;
net proceeds of $198.9 million from the Company’s unsecured commercial paper program;
net proceeds of $16.6 million from the Company’s unsecured revolving credit facilities;
repayments of $162.3 million of secured debt, which was offset by net proceeds of $162.5 million from the issuance of secured debt;
sale of 7.5 million shares of common stock in an underwritten public offering for net proceeds of approximately $349.8 million at a price per share of $46.65;
sale of 7.0 million shares of common stock under our ATM program for proceeds of $312.3 million at an weighted average price per share of $45.29;
sale of 1.3 million shares of common stock under our forward sales agreement for net proceeds of $63.5 million at a price per share of $47.41; and
distributions of $383.1 million to our common stockholders.

Credit Facilities and Commercial Paper Program

During the year ended December 31, 2020, the Company prepaid the $201.9 million outstanding balance under its secured credit facility with New York Life with proceeds from the issuance of senior unsecured medium-term notes. The Company incurred net extinguishment costs of $9.0 million during the year ended December 31, 2020, which was included in Interest expense on the Consolidated Statements of Operations.

The Company has a $1.1 billion unsecured revolving credit facility and a $350.0 million unsecured term loan. The Credit Agreement for these facilities allows the total commitments under the Revolving Credit Facility and the total

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borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.0 billion, subject to certain conditions, including obtaining commitments from one or more lenders. The Revolving Credit Facility has a scheduled maturity date of January 31, 2023, with two six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date of September 30, 2023. 

Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to LIBOR plus a margin of 82.5 basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to LIBOR plus a margin of 90 basis points. Depending on the Company’s credit rating, the margin under the Revolving Credit Facility ranges from 75 to 145 basis points, the facility fee ranges from 10 to 30 basis points, and the margin under the Term Loan ranges from 80 to 165 basis points.

As of December 31, 2020, we had no outstanding borrowings under the Revolving Credit Facility, leaving $1.1 billion of unused capacity (excluding $2.8 million of letters of credit at December 31, 2020), and $350.0 million of outstanding borrowings under the Term Loan.

We have a working capital credit facility, which provides for a $75 million unsecured revolving credit facility (the “Working Capital Credit Facility”) with a scheduled maturity date of January 14, 2022. Based on the Company’s current credit rating, the Working Capital Credit Facility has an interest rate equal to LIBOR plus a margin of 82.5 basis points. Depending on the Company’s credit rating, the margin ranges from 75 to 145 basis points.

As of December 31, 2020, we had $28.0 million of outstanding borrowings under the Working Capital Credit Facility, leaving $47.0 million of unused capacity.

The bank revolving credit facilities and the term loan are subject to customary financial covenants and limitations, all of which we were in compliance with at December 31, 2020.

We have an unsecured commercial paper program. Under the terms of the program, we may issue unsecured commercial paper up to a maximum aggregate amount outstanding of $500 million. The notes are sold under customary terms in the United States commercial paper market and rank pari passu with all of our other unsecured indebtedness. The notes are fully and unconditionally guaranteed by the Operating Partnership. As of December 31, 2020, we had issued $190.0 million of commercial paper, for one month terms, at a weighted average annualized rate of 0.27%, leaving $310.0 million of unused capacity. In January 2021, the entire $190.0 million of outstanding unsecured commercial paper as of December 31, 2020 was repaid at maturity with additional proceeds of unsecured commercial paper with maturity dates in February 2021 and proceeds under the Working Capital Credit Facility.

Interest Rate Risk

We are exposed to interest rate risk associated with variable rate notes payable and maturing debt that has to be refinanced. We do not hold financial instruments for trading or other speculative purposes, but rather issue these financial instruments to finance our portfolio of real estate assets and operations. Interest rate sensitivity is the relationship between changes in market interest rates and the fair value of market rate sensitive assets and liabilities. Our earnings are affected as changes in short-term interest rates impact our cost of variable rate debt and maturing fixed rate debt. We had $280.0 million in variable rate debt that is not subject to interest rate swap contracts as of December 31, 2020. If market interest rates for variable rate debt increased by 100 basis points, our interest expense would increase by $3.8 million based on the average balance outstanding during the year.

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

The Company also utilizes derivative financial instruments to manage interest rate risk and generally designates these financial instruments as cash flow hedges. See Note 14, Derivatives and Hedging Activities, in the Notes to the UDR Consolidated Financial Statements included in this Report for additional discussion of derivative instruments.

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

Year Ended December 31, 

2020

    

2019

Net cash provided by/(used in) operating activities

    

$

604,316

    

$

630,704

Net cash provided by/(used in) investing activities

 

(460,842)

 

 

(1,686,687)

Net cash provided by/(used in) financing activities

 

(152,594)

 

 

880,383

Results of Operations

The following discussion explains the changes in results of operations that are presented in our Consolidated Statements of Operations for the years ended December 31, 2020 and 2019.

Net Income/(Loss) Attributable to Common Stockholders

Net income/(loss) attributable to common stockholders was $60.0 million ($0.20 per diluted share) for the year ended December 31, 2020, as compared to $180.9 million ($0.63 per diluted share) for the comparable period in the prior year. The decrease resulted primarily from the following items, all of which are discussed in further detail elsewhere within this Report:

an increase in real estate depreciation expense of $107.4 million primarily due to communities acquired in 2020 and 2019, partially offset by a decrease from sold communities and fully depreciated assets;
an increase in interest expense of $31.8 million primarily due to higher average debt balances and the early pay off of debt during 2020 and 2019, resulting in prepayment costs of $49.2 million and $29.6 million, respectively;
a decrease in income/(loss) from unconsolidated entities of $119.0 million, primarily attributable to a $114.9 million gain from the disposition of five operating communities from our UDR/MetLife II joint venture, a $10.6 million gain recognized on the sale of two operating properties from our UDR/KFH joint venture, a $4.6 million unrealized gain recorded on an unconsolidated technology investment, and an increase in preferred interest earned due to increased Developer Capital Program investments in 2019; and
a decrease in interest income and other income/(expense), net of $9.1 million, primarily attributable to an $8.5 million promoted interest on the prepayment of a note to a multifamily technology company in 2019.

This was partially offset by:

gains of $119.3 million from the sale of three operating communities located in Kirkland, Washington, Bellevue, Washington and Alexandria, Virginia, during the year ended December 31, 2020, as compared to a gain of $5.3 million on the sale of a parcel of land in Los Angeles, California during the year ended December 31, 2019; and
an increase in total property NOI of $45.4 million primarily due to NOI from additional operating communities, including those acquired in 2020 and 2019, partially offset by an increase of $11.2 million in property operating expenses.

Apartment Community Operations

Our net income results are primarily from NOI generated from the operation of our apartment communities. The Company defines NOI, which is a non-GAAP financial measure, as rental income less direct property rental expenses. Rental income represents gross market rent less adjustments for concessions, vacancy loss and bad debt. Rental expenses include real estate taxes, insurance, personnel, utilities, repairs and maintenance, administrative and marketing. Excluded from NOI is property management expense which is calculated as 2.875% of property revenue, and land rent. Property management expense covers costs directly related to consolidated property operations, inclusive of corporate management, regional supervision, accounting and other costs.

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

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

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

Year Ended

Year Ended

December 31,  (a)

December 31,  (b)

    

2020

    

2019

    

% Change

    

2019

    

2018

    

% Change

Same-Store Communities:

  

  

  

  

Same-Store rental income

$

924,138

  

$

953,121

  

(3.0)

%  

$

962,269

  

$

928,849

3.6

%

Same-Store operating expense (c)

 

(279,940)

  

 

(268,718)

  

4.2

%  

 

(271,826)

  

 

(265,087)

2.5

%

Same-Store NOI

 

644,198

  

 

684,403

  

(5.9)

%  

 

690,443

  

 

663,762

4.0

%

Non-Mature Communities/Other NOI:

  

  

  

  

Stabilized, non-mature communities NOI (d)

161,258

  

 

98,193

64.2

%  

79,007

11,968

560.2

%

Acquired communities NOI

 

7,919

  

 

762

  

939.2

%  

 

5,830

  

 

%

Redevelopment communities NOI

%  

18,571

21,875

(15.1)

%

Development communities NOI

 

214

  

 

(8)

  

NM

*

 

(8)

  

 

4,374

NM

*

Non-residential/other NOI (e)

27,694

  

 

12,954

113.8

%  

13,174

18,609

(29.2)

%

Sold and held for disposition communities NOI

12,419

  

 

11,999

3.5

%  

1,286

11,527

(88.8)

%

Total Non-Mature Communities/Other NOI

 

209,504

  

 

123,900

  

69.1

%  

 

117,860

  

 

68,353

72.4

%

Total property NOI

$

853,702

  

$

808,303

  

5.6

%

$

808,303

  

$

732,115

10.4

%

*

Not meaningful

(a)Same-Store consists of 37,607 apartment homes.
(b)Same-Store consists of 37,959 apartment homes.
(c)Excludes depreciation, amortization, and property management expenses.
(d)Represents non-mature communities that have achieved 90% occupancy for three consecutive months but do not meet the criteria to be included in Same-Store Communities.
(e)Primarily non-residential revenue and expense and straight-line adjustment for concessions.

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

Year Ended December 31, 

    

2020

    

2019

    

2018

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

$

64,266

$

184,965

$

203,106

Joint venture management and other fees

 

(5,069)

 

(14,055)

 

(11,754)

Property management

 

35,538

 

32,721

 

28,465

Other operating expenses

 

22,762

 

13,932

 

12,100

Real estate depreciation and amortization

 

608,616

 

501,257

 

429,006

General and administrative

 

49,885

 

51,533

 

46,983

Casualty-related charges/(recoveries), net

 

2,131

 

474

 

2,121

Other depreciation and amortization

 

10,013

 

6,666

 

6,673

(Gain)/loss on sale of real estate owned

 

(119,277)

 

(5,282)

 

(136,197)

(Income)/loss from unconsolidated entities

 

(18,844)

 

(137,873)

 

5,055

Interest expense

 

202,706

 

170,917

 

134,168

Interest income and other (income)/expense, net

(6,274)

(15,404)

(6,735)

Tax provision/(benefit), net

 

2,545

 

3,838

 

688

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

 

4,543

 

14,426

 

18,215

Net income/(loss) attributable to noncontrolling interests

 

161

 

188

 

221

Total property NOI

$

853,702

$

808,303

$

732,115

Same-Store Communities

Our Same-Store Community properties (those acquired, developed, and stabilized prior to January 1, 2019 and held on December 31, 2020) consisted of 37,607 apartment homes and provided 75.5% of our total NOI for the year ended December 31, 2020.

NOI for our Same-Store Community properties decreased 5.9%, or $40.2 million, for the year ended December 31, 2020 compared to the same period in 2019. The decrease in property NOI was attributable to a 3.0%, or $29.0 million, decrease in property rental income and a 4.2%, or $11.2 million, increase in operating expenses. The decrease in property rental income was primarily driven by an $11.7 million increase in our reserve on multifamily tenant lease receivables, an increase of $15.1 million in rent concessions and an increase of $10.0 million in economic occupancy loss, partially offset by a 0.7%, or $6.0 million, increase in rental rates and a 1.7%, or $1.8 million, increase in reimbursement and ancillary and fee income. Physical occupancy decreased by 0.5% to 96.3% and total monthly income per occupied home decreased 2.6% to $2,126.

The increase in operating expenses was primarily driven by a 12.5%, or $4.8 million, increase in repair and maintenance expense due to the increased use of third party vendors, partially offset by a 2.7%, or $1.7 million, decrease in personnel expense as a result of fewer employees, and a 6.9%, or $7.7 million, increase in real estate taxes, which was primarily due to higher assessed valuations.

The operating margin (property net operating income divided by property rental income) was 69.7% and 71.8% for the years ended December 31, 2020 and 2019, respectively.

Non-Mature Communities/Other

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

The remaining 24.5%, or $209.5 million, of our total NOI during the year ended December 31, 2020 was generated from our Non-Mature Communities/Other. NOI from Non-Mature Communities/Other increased by 69.1%, or $85.6 million, for the year ended December 31, 2020 as compared to the same period in 2019. The increase was primarily attributable to a $63.1 million increase in NOI from stabilized, non-mature communities, primarily due to communities acquired in 2020 and 2019, a $14.7 million increase in non-residential/other primarily due to changes in straight-line rent as a result of increased tenant rent concessions during the period, and a $7.2 million increase in acquired communities.

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Real estate depreciation and amortization

For the years ended December 31, 2020 and 2019, the Company recognized real estate depreciation and amortization of $608.6 million and $501.3 million, respectively. The increase in 2020 as compared to 2019 was primarily attributable to communities acquired in 2020 and 2019, partially offset by a decrease from sold communities and fully depreciated assets.

Gain/(Loss) on Sale of Real Estate Owned

During the year ended December 31, 2020, the Company recognized gains of $119.3 million from the sale of three operating communities located in Kirkland, Washington, Bellevue, Washington and Alexandria, Virginia.

During the year ended December 31, 2019, the Company recognized a gain of $5.3 million on the sale of a parcel of land in Los Angeles, California.

Income/(Loss) from Unconsolidated Entities

For the years ended December 31, 2020 and 2019, we recognized income/(loss) from unconsolidated entities of $18.8 million and $137.9 million, respectively. The decrease of $119.1 million was primarily due to:

no dispositions from the Company’s unconsolidated entities during the year ended December 31, 2020.

As compared to:

gains of $114.9 million from the disposition of five operating communities from our UDR/MetLife II joint venture, a $10.6 million gain from the sale of two operating communities in our UDR/KFH joint venture, and a $4.6 million unrealized gain recorded on an unconsolidated technology investment and an increase in Developer Capital Program investments during the year ended December 31, 2019.

Interest expense

For the years ended December 31, 2020 and 2019, the Company recognized interest expense of $202.7 million and $170.9 million, respectively. The increase in 2020 as compared to 2019 was primarily attributable to higher average debt balances, and the early pay off of debt during 2020 and 2019, resulting in prepayment costs of $49.2 million and $29.6 million, respectively.

Interest income and other income/(expense), net

For the years ended December 31, 2020 and 2019, the Company recognized interest income and other income/(expense), net of $6.3 million and $15.4 million, respectively. The decrease in 2020 as compared to 2019 was primarily attributable to an $8.5 million promoted interest on the prepayment of a note to a multifamily technology company in 2019.

Inflation

We believe that the direct effects of inflation on our operations have been immaterial. While the impact of inflation primarily impacts our results of operations as a result of wage pressures and increases in utilities and material costs, the majority of our apartment leases have initial terms of 12 months or less, which generally enables us to compensate for any inflationary effects by increasing rental rates on our apartment homes. Although an extreme escalation in costs could have a negative impact on our residents and their ability to absorb rent increases, we do not believe this has had a material impact on our results for the year ended December 31, 2020.

Off-Balance Sheet Arrangements

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

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Contractual Obligations

The following table summarizes our contractual obligations as of December 31, 2020 (dollars in thousands):

Payments Due by Period

Contractual Obligations

    

2021

    

2022-2023

    

2024-2025

    

Thereafter

    

Total

Long-term debt obligations

$

191,097

$

380,347

$

584,113

$

3,829,660

$

4,985,217

Interest on debt obligations (a)

 

149,982

 

297,275

 

271,162

 

479,084

 

1,197,503

Letters of credit

 

2,839

 

 

 

 

2,839

Operating lease obligations:

 

  

 

  

 

  

 

  

 

  

Ground leases (b)

 

12,442

 

24,884

 

24,884

 

442,778

 

504,988

$

356,360

$

702,506

$

880,159

$

4,751,522

$

6,690,547

(a)Interest payments on variable rate debt instruments are based on each debt instrument’s respective year-end interest rate at December 31, 2020.
(b)For purposes of our ground lease contracts, the Company uses the minimum lease payment, if stated in the agreement. For ground lease agreements where there is a rent reset provision based on fair market value or changes in the consumer price index but does not include a specified minimum lease payment, the Company uses the current rent over the remainder of the lease term.

During 2020, we incurred gross interest costs of $209.7 million, of which $7.0 million was capitalized.

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

Funds from Operations

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

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

Funds from Operations as Adjusted

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

Management believes that FFOA is useful supplemental information regarding our operating performance as it provides a consistent comparison of our operating performance across time periods and allows investors to more easily

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

Adjusted Funds from Operations

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

AFFO is not intended to represent cash flow or liquidity for the period, and is only intended to provide an additional measure of our operating performance. We believe that Net income/(loss) attributable to common stockholders is the most directly comparable GAAP financial measure to AFFO. Management believes that AFFO is a widely recognized measure of the operations of REITs, and presenting AFFO will enable investors to assess our performance in comparison to other REITs. However, other REITs may use different methodologies for calculating AFFO and, accordingly, our AFFO may not always be comparable to AFFO calculated by other REITs. AFFO should not be considered as an alternative to net income/(loss) (determined in accordance with GAAP) as an indication of financial performance, or as an alternative to cash flows from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions.

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The following table outlines our reconciliation of Net income/(loss) attributable to common stockholders to FFO, FFOA, and AFFO for the years ended December 31, 2020, 2019, and 2018 (dollars in thousands):

Year Ended December 31, 

    

2020

    

2019

    

2018

Net income/(loss) attributable to common stockholders

$

60,036

$

180,861

$

199,238

Real estate depreciation and amortization

 

608,616

 

501,257

 

429,006

Noncontrolling interests

 

4,704

 

14,614

 

18,436

Real estate depreciation and amortization on unconsolidated joint ventures

 

35,023

 

57,954

 

61,871

Net gain on the sale of unconsolidated depreciable property

 

 

(125,407)

 

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

 

(118,852)

 

 

(136,197)

FFO attributable to common stockholders and unitholders, basic

$

589,527

$

629,279

$

570,254

Distributions to preferred stockholders — Series E (Convertible)

 

4,230

 

4,104

 

3,868

FFO attributable to common stockholders and unitholders, diluted

$

593,757

$

633,383

$

574,122

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

$

0.20

$

0.63

$

0.74

FFO per weighted average common share and unit, basic

$

1.86

$

2.04

$

1.95

FFO per weighted average common share and unit, diluted

$

1.85

$

2.03

$

1.93

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

 

316,855

 

308,020

 

292,727

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

 

320,187

 

311,799

 

297,042

Impact of adjustments to FFO:

 

 

  

 

  

Costs associated with debt extinguishment and other

$

49,190

$

29,594

$

3,476

Promoted interest on settlement of note receivable, net of tax

(6,482)

Legal and other costs

 

8,973

 

3,660

 

1,622

Net gain on the sale of non-depreciable real estate owned

 

 

(5,282)

 

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

(3,582)

(3,300)

Joint venture development success fee

 

 

(3,750)

 

Severance costs and other restructuring expense

 

1,948

 

390

 

114

Casualty-related charges/(recoveries), net

 

2,545

 

636

 

2,364

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

 

31

 

(374)

 

$

59,105

$

15,092

$

7,576

FFOA attributable to common stockholders and unitholders, diluted

$

652,862

$

648,475

$

581,698

FFOA per weighted average common share and unit, diluted

$

2.04

$

2.08

$

1.96

Recurring capital expenditures

 

(56,924)

 

(51,246)

 

(46,915)

AFFO attributable to common stockholders and unitholders, diluted

$

595,938

$

597,229

$

534,783

AFFO per weighted average common share and unit, diluted

$

1.86

$

1.92

$

1.80

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The following table is our reconciliation of FFO share information to weighted average common shares outstanding, basic and diluted, reflected on the UDR Consolidated Statements of Operations for the years ended December 31, 2020, 2019, and 2018 (shares in thousands):

Year Ended December 31, 

    

2020

    

2019

    

2018

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

 

316,855

 

308,020

 

292,727

Weighted average number of OP/DownREIT Units outstanding

 

(22,310)

 

(22,773)

 

(24,548)

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

 

294,545

 

285,247

 

268,179

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

 

320,187

 

311,799

 

297,042

Weighted average number of OP/DownREIT Units outstanding

 

(22,310)

 

(22,773)

 

(24,548)

Weighted average number of Series E Cumulative Convertible Preferred shares outstanding

 

(2,950)

 

(3,011)

 

(3,011)

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

 

294,927

 

286,015

 

269,483

United Dominion Realty, L.P.:

Business Overview

United Dominion Realty, L.P. (the “Operating Partnership” or “UDR, L.P.”) is a Delaware limited partnership formed in February 2004 and organized pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act. The Operating Partnership is the successor-in-interest to United Dominion Realty, L.P., a limited partnership formed under the laws of Virginia, which commenced operations on November 4, 1995. Our sole general partner is UDR, Inc., a Maryland corporation (“UDR” or the “General Partner”), which conducts a substantial amount of its business and holds a substantial amount of its assets through the Operating Partnership. At December 31, 2020, the Operating Partnership’s real estate portfolio included 53 communities located in nine states and the District of Columbia with a total of 17,174 apartment homes.

As of December 31, 2020, UDR owned 0.1 million units of our general partnership interests and 176.1 million units of our limited partnership interests (the “OP Units”), or approximately 95.3% of our outstanding OP Units. By virtue of its ownership of our OP Units and being our sole general partner, UDR has the ability to control all of the day-to-day operations of the Operating Partnership. Unless otherwise indicated or unless the context requires otherwise, all references in this section of this Report to the Operating Partnership or “we,” “us” or “our” refer to UDR, L.P. together with its consolidated subsidiaries, and all references in this section to “UDR” or the “General Partner” refer solely to UDR, Inc.

UDR is a self-administered real estate investment trust, or REIT, that owns, acquires, renovates, develops, and manages apartment communities. The General Partner was formed in 1972 as a Virginia corporation and changed its state of incorporation from Virginia to Maryland in June 2003. At December 31, 2020, the General Partner’s consolidated real estate portfolio included 149 communities located in 13 states and the District of Columbia with a total of 48,283 apartment homes. In addition, the General Partner had an ownership interest in 5,295 completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including 2,165 apartment homes owned by entities in which we hold preferred equity investments.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles (“GAAP”) requires management to use judgment in the application of accounting policies, including making estimates and assumptions. A critical accounting policy is one that is both important to our financial condition and results of operations as well as involves some degree of uncertainty. Estimates are prepared based on management’s assessment after considering all evidence available. Changes in estimates could affect our financial position or results of operations. Below is a discussion of the accounting policies that we consider critical to understanding our financial condition or results of operations where there is uncertainty or where significant judgment is required. A discussion of

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our significant accounting policies, including further discussion of the accounting policies described below, can be found in Note 2, Significant Accounting Policies, to the Notes to the Operating Partnership’s Consolidated Financial Statements included in this Report.

Cost Capitalization

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

In addition to construction costs, we capitalize costs directly related to the predevelopment, development, and redevelopment of a capital project, which include, but are not limited to, interest, real estate taxes, insurance, and allocated development and redevelopment overhead related to support costs for personnel working on the capital projects. We use our professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred. These costs are capitalized only during the period in which activities necessary to ready an asset for its intended use are in progress and such costs are incremental and identifiable to a specific activity to get the asset ready for its intended use. As each home in a capital project is completed and becomes available for lease-up, the Operating Partnership ceases capitalization on the related portion. The costs capitalized are reported on the Consolidated Balance Sheets as Total real estate owned, net of accumulated depreciation. Amounts capitalized during the years ended December 31, 2020, 2019, and 2018 were $1.0 million, $1.0 million, and less than $0.1 million, respectively.

Investment in Unconsolidated Entities

We may enter into various joint venture agreements and/or partnerships with unrelated third parties to hold or develop real estate assets. We must determine for each of these ventures whether to consolidate the entity or account for our investment under the equity method of accounting. We determine whether to consolidate a joint venture or partnership based on our rights and obligations under the venture agreement, applying the applicable accounting guidance. The application of the rules in evaluating the accounting treatment for each joint venture or partnership is complex and requires substantial management judgment. We evaluate our accounting for investments on a regular basis including when a significant change in the design of an entity occurs. Throughout our financial statements, and in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, we use the term “joint venture” or “partnership” when referring to investments in entities in which we do not have a 100% ownership interest.

We continually evaluate our investments in unconsolidated joint ventures when events or changes in circumstances indicate that there may be an other-than-temporary decline in value. We consider various factors to determine if a decrease in the value of the investment is other-than-temporary. These factors include, but are not limited to, age of the venture, our intent and ability to retain our investment in the entity, the financial condition and long-term prospects of the entity, and the relationships with the other joint venture partners and its lenders. The amount of loss recognized is the excess of the investment’s carrying amount over its estimated fair value. If we believe that the decline in fair value is temporary, no impairment is recorded. The aforementioned factors are taken as a whole by management in determining the valuation of our investment property. Should the actual results differ from management’s judgment, the valuation could be negatively affected and may result in a negative impact to our Consolidated Financial Statements.

Impairment of Long-Lived Assets

Quarterly or when changes in circumstances warrant, we will assess our real estate properties for indicators of impairment. The judgments regarding the existence of impairment indicators are based on certain factors. Such factors include, among other things, operational performance, market conditions, the Operating Partnership’s intent and ability to hold the related asset, as well as any significant cost overruns on development properties.

If a real estate property has indicators of impairment, we assess whether the long-lived asset’s carrying value exceeds the community’s undiscounted future cash flows, which is representative of projected net operating income (“NOI”) plus the residual value of the community. Our future cash flow estimates are based upon historical results adjusted to reflect our best estimate of future market and operating conditions and our estimated holding periods. If such indicators of impairment are present and the carrying value exceeds the undiscounted cash flows of the community, an impairment loss is recognized equal to the excess of the carrying amount of the asset over its estimated fair value. Our estimates of fair value represent our best estimate based primarily upon unobservable inputs related to rental rates, operating costs, growth rates, discount rates and capitalization rates, industry trends and reference to market rates and transactions.

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For long-lived assets to be disposed of, impairment losses are recognized when the fair value of the asset less estimated cost to sell is less than the carrying value of the asset. Properties classified as real estate held for disposition generally represent properties that are actively marketed or contracted for sale with the closing expected to occur within the next twelve months. Real estate held for disposition is carried at the lower of cost, net of accumulated depreciation, or fair value, less the cost to sell, determined on an asset-by-asset basis. Expenditures for ordinary repair and maintenance costs on held for disposition properties are charged to expense as incurred. Expenditures for improvements, renovations, and replacements related to held for disposition properties are capitalized at cost. Depreciation is not recorded on real estate held for disposition.

Real Estate Investment Properties

We purchase real estate investment properties from time to time and record the fair value to various components, such as land, buildings, and intangibles related to in-place leases, based on the fair value of each component. In making estimates of fair values for purposes of allocating purchase price, we utilize various sources, including independent appraisals, our own analysis of recently acquired and existing comparable properties in our portfolio and other market data. The fair value of buildings is determined as if the buildings were vacant upon acquisition and subsequently leased at market rental rates. As such, the determination of fair value considers the present value of all cash flows expected to be generated from the property including an initial lease-up period. We determine the fair value of in-place leases by assessing the net effective rent and remaining term of the lease relative to market terms for similar leases at acquisition. In addition, we consider the cost of acquiring similar leases, the foregone rents associated with the lease-up period, and the carrying costs associated with the lease-up period. The fair value of in-place leases is recorded and amortized as amortization expense over the remaining average contractual lease period.

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Summary of Real Estate Portfolio by Geographic Market

The following table summarizes our market information by major geographic markets as of and for the year ended December 31, 2020:

December 31, 2020

Year Ended December 31, 2020

  

  

  

Percentage

  

Total

  

  

Monthly

    

Net

Number of

Number of

of Total 

Carrying

Average

Income per 

Operating

Apartment

Apartment

Carrying

Value (in

Physical

Occupied

Income

Same-Store Communities

Communities

Homes

Value

thousands)

Occupancy

Home (a)

(in thousands)

West Region

  

  

  

  

  

 

Orange County, CA

5

  

3,119

  

18.6

%  

$

753,801

96.6

%  

$

2,277

$

62,791

San Francisco, CA

 

9

  

2,185

  

15.3

%  

617,293

92.6

%  

3,198

  

57,812

Seattle, WA

 

5

  

932

  

5.8

%  

233,525

97.0

%  

2,086

  

15,840

Monterey Peninsula, CA

 

7

  

1,565

  

4.6

%  

185,224

96.6

%  

1,940

  

27,587

Los Angeles, CA

 

2

  

344

  

2.9

%  

118,281

96.4

%  

2,728

  

7,740

Other Southern California

 

1

  

414

  

1.9

%  

76,883

97.6

%  

2,155

  

7,897

Portland, OR

 

2

  

476

  

1.3

%  

52,126

97.1

%  

1,637

  

6,623

Mid-Atlantic Region

  

  

 

  

Metropolitan D.C.

 

5

  

1,736

  

10.9

%  

442,224

96.3

%  

2,106

  

29,262

Baltimore, MD

 

2

  

540

  

2.7

%  

108,779

97.8

%  

1,563

  

6,781

Northeast Region

  

  

 

  

Boston, MA

 

1

  

387

  

1.9

%  

76,059

95.5

%  

2,086

  

6,656

New York, NY

 

1

  

503

  

8.3

%  

334,347

90.9

%  

3,449

  

10,684

Southeast Region

  

  

 

  

Tampa, FL

 

2

  

942

  

2.8

%  

114,452

97.7

%  

1,556

  

11,333

Nashville, TN

6

  

1,612

3.9

%  

157,415

97.6

%  

1,352

18,159

Other Florida

 

1

  

636

  

2.2

%  

89,630

97.2

%  

1,656

  

8,085

Southwest Region

Denver, CO

1

218

3.6

%  

144,959

93.1

%  

3,012

5,199

Total/Average Same-Store Communities

 

50

  

15,609

86.7

%  

3,504,998

96.0

%  

$

2,173

$

282,449

Non-Mature, Commercial Properties & Other

 

3

  

1,565

  

13.3

%  

538,727

 

  

  

20,838

Total Real Estate Owned

 

53

  

17,174

  

100.0

%  

4,043,725

 

  

$

303,287

Total Accumulated Depreciation

  

  

 

  

(1,892,011)

 

  

  

Total Real Estate Owned, Net of Accumulated Depreciation

  

  

 

  

$

2,151,714

 

  

  

(a)Monthly Income per Occupied Home represents total monthly revenues divided by the average physical number of occupied apartment homes in our Same-Store portfolio.

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

Our Same-Store Communities segment represents those communities acquired, developed, and stabilized prior to January 1, 2019 and held as of December 31, 2020. These communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior year, there is no plan to conduct substantial redevelopment activities, and the communities are not classified as held for disposition at year end. A community is considered to have stabilized occupancy once it achieves 90% occupancy for at least three consecutive months.

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

Liquidity and Capital Resources

Liquidity is the ability to meet present and future financial obligations either through operating cash flows, the sale of properties, and the issuance of debt. Both the coordination of asset and liability maturities and effective capital management are important to the maintenance of liquidity. The Operating Partnership’s primary source of liquidity is cash flow from operations, as determined by rental rates, occupancy levels, and operating expenses related to our portfolio of apartment homes, and borrowings owed by us under the General Partner’s credit agreements. The General

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Partner will routinely use its working capital credit facility, its unsecured revolving credit facility and issuances of commercial paper to temporarily fund certain investing and financing activities prior to arranging for longer-term financing or the issuance of equity or debt securities. During the past several years, proceeds from the sale of real estate have been used for both investing and financing activities as we continue to execute on maintaining a diversified portfolio.

We expect to meet our short-term liquidity requirements generally through net cash provided by property operations and borrowings owed by us under the General Partner’s credit agreements. We expect to meet certain long-term liquidity requirements such as scheduled debt maturities and potential property acquisitions through net cash provided by property operations, borrowings and the disposition of properties. We believe that our net cash provided by property operations and borrowings will continue to be adequate to meet both operating requirements and the payment of distributions. Likewise, the budgeted expenditures for improvements and renovations of certain properties are expected to be funded from property operations, borrowings owed by us under the General Partner’s credit agreements, and the disposition of properties.

Future Capital Needs

Future capital expenditures are expected to be funded with proceeds from the issuance of secured debt or unsecured debt, sales of properties, borrowings owed by us under our General Partner’s credit agreements, and to a lesser extent, from cash flows provided by operating activities.

As of December 31, 2020, the Operating Partnership does not have any debt maturing in 2021.

Statements of Cash Flows

The following discussion explains the changes in Net cash provided by/(used in) operating activities, Net cash provided by/(used in) investing activities, and Net cash provided by/(used in) financing activities that are presented in our Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019.

Operating Activities

For the year ended December 31, 2020, Net cash provided by/(used in) operating activities was $217.7 million compared to $255.1 million for 2019. The decrease in cash flow from operating activities was primarily due to a decrease in net operating income and changes in operating assets and liabilities.

Investing Activities

For the year ended December 31, 2020, Net cash provided by/(used in) investing activities was $(140.0) million compared to $(43.9) million for 2019. The increase in cash used in investing activities was primarily due to the acquisition of two operating communities in 2020, partially offset by proceeds from the sale of an operating community 2020 and a decrease in capital expenditures and other major improvements in 2020, as compared to 2019.

Acquisitions

In November 2020, the Operating Partnership acquired a 672 apartment home operating community located in Tampa, Florida for approximately $122.5 million. The Operating Partnership increased its real estate assets owned by approximately $119.4 million and recorded approximately $3.1 million of in-place lease intangibles.

In December 2020, the Operating Partnership acquired a 400 apartment home operating community located in Herndon, Virginia for approximately $128.6 million. The Operating Partnership increased its real estate assets owned by approximately $125.9 million and recorded approximately $2.7 million of in-place lease intangibles.

During the year ended December 31, 2019, the Operating Partnership did not have any acquisitions of real estate.

Dispositions

In October 2020, the Operating Partnership sold an operating community located in Alexandria, Virginia with a total of 332 apartment homes for gross proceeds of $145.0 million, resulting in a gain of approximately $58.0 million.

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The proceeds were designated for a tax-deferred Section 1031 exchange and were used to pay a portion of the purchase price for acquisitions in November and December 2020.

During the year ended December 31, 2019, the Operating Partnership did not have any dispositions of real estate.

Financing Activities

For the year ended December 31, 2020, Net cash provided by/(used in) financing activities was $(76.6) million compared to $(210.9) million for 2019. The decrease in cash used in financing activities was primarily due to a decrease in repayments of notes payable to the General Partner, partially offset by proceeds from the issuance of secured debt in 2019.

Guarantor on Unsecured Debt

The Operating Partnership is the guarantor on the General Partner’s unsecured revolving credit facility with an aggregate borrowing capacity of $1.1 billion, an unsecured commercial paper program with an aggregate borrowing capacity of $500 million, a $350 million term loan due September 2023, $300 million of medium-term notes due October 2025, $300 million of medium-term notes due September 2026, $300 million of medium-term notes due July 2027, $300 million of medium-term notes due January 2028, $300 million of medium-term notes due January 2029, $600 million of medium-term notes due January 2030, $400 million of medium-term notes due August 2031, $400 million of medium-term notes due August 2032, $350 million of medium-term notes due March 2033 and $300 million of medium-term notes due November 2034. As of December 31, 2020 and 2019, the General Partner did not have an outstanding balance under the unsecured revolving credit facility and had $190.0 million and $300.0 million, respectively, outstanding under its unsecured commercial paper program.

The credit facilities are subject to customary financial covenants and limitations.

Interest Rate Risk

We are exposed to interest rate risk associated with variable rate notes payable and maturing debt that has to be refinanced. We do not hold financial instruments for trading or other speculative purposes, but rather issue these financial instruments to finance our portfolio of real estate assets. Interest rate sensitivity is the relationship between changes in market interest rates and the fair value of market rate sensitive assets and liabilities. Our earnings are affected as changes in short-term interest rates impact our cost of variable rate debt and maturing fixed rate debt. We had $27.0 million in variable rate debt that is not subject to interest rate swap contracts as of December 31, 2020. If market interest rates for variable rate debt increased by 100 basis points, our interest expense would increase by $0.3 million based on the average balance at December 31, 2020.

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

The General Partner also utilizes derivative financial instruments owed by the Operating Partnership to manage interest rate risk and generally designates these financial instruments as cash flow hedges. See Note 9, Derivatives and Hedging Activities, in the Notes to the Operating Partnership’s Consolidated Financial Statements for additional discussion of derivative instruments.

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

Year Ended December 31, 

    

2020

    

2019

Net cash provided by/(used in) operating activities

$

217,683

$

255,093

Net cash provided by/(used in) investing activities

 

(140,039)

 

(43,906)

Net cash provided by/(used in) financing activities

 

(76,578)

 

(210,853)

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Results of Operations

The following discussion explains the changes in results of operations that are presented in our Consolidated Statements of Operations for the years ended December 31, 2020 and 2019.

Net Income/(Loss) Attributable to OP Unitholders

Net income/(loss) attributable to OP unitholders was $134.2 million ($0.73 per diluted OP Unit) for the year ended December 31, 2020 as compared to net income of $102.2 million ($0.56 per diluted OP Unit) for the prior year. The increase in net income attributable to OP unitholders resulted primarily from the following items, which are discussed in further detail elsewhere within this Report:

gain of $58.0 million on the sale of an operating community in Alexandria, Virginia during the year ended December 31, 2020, as compared to no gains on the sale of real estate in 2019.

This was partially offset by:

a decrease in total property NOI of $19.7 million primarily due to an approximately $5.5 million reserve recorded on our multifamily tenant lease receivables, an increase in real estate taxes due to higher assessed valuations, and an increase in repair and maintenance expenses due to increased use of third party vendors, partially offset by a decrease in personnel expense as result of fewer employees; and
an increase in other operating expenses of $6.7 million primarily due to higher ground lease expense.

Apartment Community Operations

Our net income results primarily from NOI generated from the operation of our apartment communities. The Operating Partnership defines NOI, which is a non-GAAP financial measure, as rental income less direct property rental expenses. Rental income represents gross market rent less adjustments for concessions, vacancy loss and bad debt. Rental expenses include real estate taxes, insurance, personnel, utilities, repairs and maintenance, administrative and marketing. Excluded from NOI are property management costs, which are the Operating Partnership’s allocable share of costs incurred by the General Partner for shared services of corporate level property management employees and related support functions and costs.

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

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

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

Year Ended

Year Ended

December 31,  (a)

%

December 31,  (b)

%

    

2020

    

2019

    

Change

    

2019

    

2018

Change

    

Same-Store Communities:

  

  

  

  

Same-Store rental income

$

390,848

$

403,551

 

(3.1)

$

404,442

$

390,647

3.5

%

Same-Store operating expense (b)

 

(108,399)

 

(103,355)

 

4.9

 

(104,284)

 

(100,815)

3.4

%

Same-Store NOI

 

282,449

 

300,196

 

(5.9)

 

300,158

 

289,832

3.6

%

Non-Mature Communities/Other NOI:

 

  

 

  

 

 

  

 

  

Stabilized, non-mature communities NOI (d)

8,498

12,773

(33.5)

%  

5,621

5,125

9.7

%

Acquired communities NOI

 

1,176

 

 

 

 

Redevelopment communities NOI

 

 

 

 

12,773

 

14,878

(14.1)

%

Non-residential/other NOI (c)

6,959

4,504

54.5

%  

4,454

6,634

(32.9)

%

Sold and held for disposition communities NOI

4,205

5,533

(24.0)

%  

911

(100.0)

%

Total Non-Mature Communities/Other NOI

 

20,838

 

22,810

 

(8.6)

 

22,848

 

27,548

(17.1)

%

Total property NOI

$

303,287

$

323,006

 

(6.1)

$

323,006

$

317,380

1.8

%

(a)Same-Store consists of 15,609 apartment homes.
(b)Same-Store consists of 15,723 apartment homes.
(c)Excludes depreciation, amortization, and property management expenses.
(d)Represents non-mature communities that have achieved 90% occupancy for three consecutive months but do not meet the criteria to be included in Same-Store Communities.

The following table is our reconciliation of Net income/(loss) attributable to OP unitholders to total property NOI for the years ended December 31, 2020, 2019 and 2018 (dollars in thousands):

Year Ended December 31, 

    

2020

    

2019

    

2018

Net income/(loss) attributable to OP unitholders

$

134,229

$

102,163

$

229,763

Property management

 

12,326

 

12,701

 

11,878

Other operating expenses

 

16,138

 

9,488

 

8,864

Real estate depreciation and amortization

 

143,005

 

139,975

 

143,481

General and administrative

 

17,987

 

18,014

 

16,889

Casualty-related charges/(recoveries), net

 

793

 

853

 

951

(Gain)/loss on sale of real estate owned

 

(57,960)

 

 

(75,507)

(Income)/loss from unconsolidated entities

 

5,543

 

8,313

 

(43,496)

Interest expense

 

29,357

 

29,667

 

22,835

Net income/(loss) attributable to noncontrolling interests

 

1,869

 

1,832

 

1,722

Total property NOI

$

303,287

$

323,006

$

317,380

Same-Store Communities

Our Same-Store Community properties (those acquired, developed, and stabilized prior to January 1, 2019 and held as of December 31, 2020) consisted of 15,609 apartment homes and provided 93.1% of our total NOI for the year ended December 31, 2020.

NOI for our Same-Store Community properties decreased 5.9%, or $17.7 million, for the year ended December 31, 2020 compared to 2019. The decrease in property NOI was primarily attributable to a 3.1%, or $12.7 million, decrease in property rental income and a 4.9%, or $5.0 million, increase in operating expenses. The decrease in property rental income was primarily driven by a $6.1 million increase in our reserve on multifamily tenant lease receivables, a $5.9 million increase in rent concessions and a $4.7 million increase in economic occupancy loss, partially offset by a 0.8%, or $3.1 million, increase in rental rates and a 2.0%, or $0.9 million, increase in reimbursement and ancillary and fee income. Physical occupancy decreased 0.8% to 96.0% and total monthly income per occupied home decreased 2.4% to $2,173.

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The increase in operating expenses was primarily driven by a 15.9%, or $2.6 million, increase in repair and maintenance expense due to the increased use of third party vendors, partially offset by a 9.0%, or $2.0 million, decrease in personnel expense as a result of fewer employees, and a 7.8%, or $3.0 million, increase in real estate taxes, which was primarily due to higher assessed valuations.

The operating margin (property net operating income divided by property rental income) was 72.3% and 74.4% for the years ended December 31, 2020 and 2019, respectively.

Non-Mature Communities/Other

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

The remaining 6.9%, or $20.8 million, of our total NOI during the year ended December 31, 2020 was generated from our Non-Mature Communities/Other. NOI from Non-Mature Communities/Other decreased 8.6%, or $2.0 million, for the year ended December 31, 2020 as compared to 2019. The decrease was primarily driven by a decrease in NOI of $4.3 million from stabilized, non-mature communities, and a decrease of $1.3 million from sold and held for disposition communities, partially offset by an increase of $2.5 million from non-residential/other primarily due to changes in straight-line rent as a result of increased tenant rent concessions during 2020, and an increase of $1.2 million from acquired communities.

Other Operating Expense

For the year ended December 31, 2020, other operating expense increased by 70.1%, or $6.7 million, as compared to 2019, which was primarily due to higher ground lease expense in 2020 as a result of a rent reset provision on one of our ground leases.

Gain/(Loss) on Sale of Real Estate Owned

During the year ended December 31, 2020, the Operating Partnership recognized a gain of $58.0 million on the sale of an operating community in Alexandria, Virginia with a total of 332 apartment homes. During the year ended December 31, 2019, the Operating Partnership did not recognize any gains on the sale of real estate.

Inflation

We believe that the direct effects of inflation on our operations have been immaterial. While the impact of inflation primarily impacts our results of operations as a result of wage pressures and increases in utilities and material costs, the majority of our apartment leases have initial terms of 12 months or less, which generally enables us to compensate for any inflationary effects by increasing rental rates on our apartment homes. Although an extreme escalation in costs could have a negative impact on our residents and their ability to absorb rent increases, we do not believe this has had a material impact on our results for the year ended December 31, 2020.

Off-Balance Sheet Arrangements

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

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Contractual Obligations

The following table summarizes our contractual obligations as of December 31, 2020 (dollars in thousands):

Payments Due by Period

Contractual Obligations

    

2021

    

2022-2023

    

2024-2025

    

Thereafter

    

Total

Long-term debt obligations

$

 

$

 

$

 

$

99,500

$

99,500

Interest on debt obligations (a)

 

2,475

 

4,950

 

4,950

 

10,593

 

22,968

Operating lease obligations — ground leases (b)

 

12,442

 

24,884

 

24,884

 

442,778

 

504,988

Operating lease obligations — equipment leases

179

370

386

813

1,748

$

15,096

$

30,204

$

30,220

$

553,684

$

629,204

(a)Interest payments on variable rate debt instruments are based on each debt instrument’s respective year-end interest rate at December 31, 2020.
(b)For purposes of our ground lease contracts, the Operating Partnership uses the minimum lease payment, if stated in the agreement. For ground lease agreements where there is a rent reset provision based on fair market value or changes in the consumer price index but does not include a specified minimum lease payment, the Operating Partnership uses the current rent over the remainder of the lease term.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information required by this item is included in and incorporated by reference from Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Report.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements and related financial information required to be filed are attached to this Report. Reference is made to page F-1 of this Report for the Index to Consolidated Financial Statements and Schedules of UDR, Inc. and United Dominion Realty, L.P.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The disclosure controls and procedures of the Company and the Operating Partnership 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 disclosed within the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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

As of December 31, 2020, we carried out an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, which is the sole general partner of the Operating Partnership, of the effectiveness of the design and operation of the disclosure controls and procedures of the Company and the Operating Partnership. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer of the Company concluded that the disclosure controls and procedures of the Company and the Operating Partnership are effective at the reasonable assurance level described above.

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Management’s Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934 for the Company and the Operating Partnership. Under the supervision and with the participation of the management, the Chief Executive Officer and Chief Financial Officer of the Company, which is the sole general partner of the Operating Partnership, conducted an assessment of the effectiveness of the internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations (2013 Framework) (COSO). Based on such evaluation, management concluded that the Company’s and the Operating Partnership’s internal control over financial reporting was effective as of December 31, 2020.

Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this Report, has audited UDR, Inc.’s internal control over financial reporting as of December 31, 2020. The report of Ernst & Young LLP, which expresses an unqualified opinion on UDR, Inc.’s internal control over financial reporting as of December 31, 2020, is included under the heading “Report of Independent Registered Public Accounting Firm” of UDR, Inc. contained in this Report. Further, an attestation report of the registered public accounting firm of United Dominion Realty, L.P. will not be required as long as United Dominion Realty, L.P. is a non-accelerated filer.

Changes in Internal Control Over Financial Reporting

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

Item 9B. OTHER INFORMATION

None.

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PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated by reference to the information set forth under the headings “Proposal No. 1 Election of Directors,” “Corporate Governance Matters,” “Audit Committee Report,” “Corporate Governance Matters-Board Leadership Structure and Committees-Audit Committee Financial Expert,” “Corporate Governance Matters-Identification and Selection of Nominees for Directors,” “Corporate Governance Matters-Board of Directors and Committee Meetings” and “Executive Officers” in UDR, Inc.’s definitive proxy statement (our “definitive proxy statement”) for its 2021 Annual Meeting of Stockholders. UDR is the sole general partner of the Operating Partnership.

We have a code of ethics for senior financial officers that applies to our principal executive officer, all members of our finance staff, including the principal financial officer, the principal accounting officer, the treasurer and the controller, our director of investor relations, our corporate secretary, and all other Company officers. We also have a code of business conduct and ethics that applies to all of our employees. Information regarding our codes is available on our website, www.udr.com, and is incorporated by reference to the information set forth under the heading “Corporate Governance Matters” in our definitive proxy statement for UDR’s 2021 Annual Meeting of Stockholders. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of our codes by posting such amendment or waiver on our website.

Item 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to the information set forth under the headings “Security Ownership of Certain Beneficial Owners and Management,” “Corporate Governance Matters-Board Leadership Structure and Committees-Compensation Committee Interlocks and Insider Participation,” “Executive Compensation,” “Compensation of Directors” and “Executive Compensation-Compensation Committee Report” in the definitive proxy statement for UDR’s 2021 Annual Meeting of Stockholders. UDR is the sole general partner of the Operating Partnership.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference to the information set forth under the headings “Security Ownership of Certain Beneficial Owners and Management,” “Executive Compensation” and “Executive Compensation-Equity Compensation Plan Information” in the definitive proxy statement for UDR’s 2021 Annual Meeting of Stockholders. UDR is the sole general partner of the Operating Partnership.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated by reference to the information set forth under the heading “Security Ownership of Certain Beneficial Owners and Management,” “Corporate Governance Matters-Corporate Governance Overview,” “Corporate Governance Matters-Director Independence,” “Corporate Governance Matters-Board Leadership Structure and Committees-Independence of the Audit, Compensation, Governance and Nominating Committees,” and “Executive Compensation” in the definitive proxy statement for UDR’s 2021 Annual Meeting of Stockholders. UDR is the sole general partner of the Operating Partnership. Information regarding related party transactions between UDR and the Operating Partnership is presented in Note 7, Related Party Transactions, of the Consolidated Financial Statements of United Dominion Realty, L.P. referenced in Part IV, Item 15(a) of this Report.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated by reference to the information set forth under the headings “Audit Matters-Audit Fees” and “Audit Matters-Pre-Approval Policies and Procedures” in the definitive proxy statement for UDR’s 2021 Annual Meeting of Stockholders. UDR is the sole general partner of the Operating Partnership.

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PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

The following documents are filed as part of this Report:

1. Financial Statements. See Index to Consolidated Financial Statements and Schedules of UDR, Inc. and United Dominion Realty, L.P. on page F-1 of this Report.

2. Financial Statement Schedules. See Index to Consolidated Financial Statements and Schedules of UDR, Inc. and United Dominion Realty, L.P. on page S-1 of this Report. All other schedules are omitted because they are not required, are inapplicable, or the required information is included in the financial statements or notes thereto.

3. Exhibits. The exhibits filed with this Report are set forth in the Exhibit Index appearing immediately below.

EXHIBIT INDEX

The exhibits listed below are filed as part of this Report. References under the caption “Location” to exhibits or other filings indicate that the exhibit or other filing has been filed, that the indexed exhibit and the exhibit referred to are the same and that the exhibit referred to is incorporated by reference. Management contracts and compensatory plans or arrangements filed as exhibits to this Report are identified by an asterisk. The Commission file number for UDR, Inc.’s Exchange Act filings referenced below is 1-10524. The Commission file number for United Dominion Realty, L.P.’s Exchange Act filings is 333-156002-01.

Exhibit

Description

Location

2.01

Partnership Interest Purchase and Exchange Agreement dated as of September 10, 1998, by and between UDR, Inc., United Dominion Realty, L.P., American Apartment Communities Operating Partnership, L.P., AAC Management LLC, Schnitzer Investment Corp., Fox Point Ltd. and James D. Klingbeil including as an exhibit thereto the proposed form of the Third Amended and Restated Limited Partnership Agreement of United Dominion Realty, L.P.

Exhibit 2(d) to UDR, Inc.’s Form S-3 Registration Statement (Registration No. 333-64281) filed with the Commission on September 25, 1998.

2.02

Agreement of Purchase and Sale dated as of August 13, 2004, by and between United Dominion Realty, L.P., a Delaware limited partnership, as Buyer, and Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a California limited partnership, Essex Hunt Club Apartments, L.P., a California limited partnership, and the other signatories named as Sellers therein.

Exhibit 2.1 to UDR, Inc.’s Current Report on Form 8-K dated September 28, 2004 and filed with the Commission on September 29, 2004.

2.03

First Amendment to Agreement of Purchase and Sale dated as of September 29, 2004, by and between United Dominion Realty, L.P., a Delaware limited partnership, as Buyer, and Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a California limited partnership, Essex Hunt Club Apartments, L.P., a California limited partnership, and the other signatories named as Sellers therein.

Exhibit 2.2 to UDR, Inc.’s Current Report on Form 8-K dated September 29, 2004 and filed with the Commission on October 5, 2004.

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Exhibit

Description

Location

2.04

Second Amendment to Agreement of Purchase and Sale dated as of October 26, 2004, by and between United Dominion Realty, L.P., a Delaware limited partnership, as Buyer, and Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a California limited partnership, Essex Hunt Club Apartments, L.P., a California limited partnership, and the other signatories named as Sellers therein.

Exhibit 2.3 to UDR, Inc.’s Current Report on Form 8-K/A dated September 29, 2004 and filed with the Commission on November 1, 2004.

2.05

Agreement of Purchase and Sale dated as of January 23, 2008, by and between UDR, Inc., United Dominion Realty, L.P., UDR Texas Properties LLC, UDR Western Residential, Inc., UDR South Carolina Trust, UDR Ohio Properties, LLC, UDR of Tennessee, L.P., UDR of NC, Limited Partnership, Heritage Communities L.P., Governour’s Square of Columbus Co., Fountainhead Apartments Limited Partnership, AAC Vancouver I, L.P., AAC Funding Partnership III, AAC Funding Partnership II and DRA Fund VI LLC.

Exhibit 2.1 to UDR, Inc.’s Current Report on Form 8-K dated January 23, 2008 and filed with the Commission on January 29, 2008.

2.06

First Amendment to Agreement of Purchase and Sale dated as of February 14, 2008, by and between UDR, Inc., United Dominion Realty, L.P., UDR Texas Properties LLC, UDR Western Residential, Inc., UDR South Carolina Trust, UDR Ohio Properties, LLC, UDR of Tennessee, L.P., UDR of NC, Limited Partnership, Heritage Communities L.P., Governour’s Square of Columbus Co., Fountainhead Apartments Limited Partnership, AAC Vancouver I, L.P., AAC Funding Partnership III, AAC Funding Partnership II and DRA Fund VI LLC.

Exhibit 2.2 to UDR, Inc.’s Current Report on Form 8-K/A dated March 3, 2008 and filed with the Commission on May 2, 2008.

2.07

Contribution Agreement by and among Home Properties, L.P., UDR, Inc., United Dominion Realty, L.P. and LSREF 4 Lighthouse Acquisitions, LLC, dated June 22, 2015 (UDR, Inc. and United Dominion Realty, L.P. have omitted certain schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K and shall furnish supplementally to the Commission copies of any of the omitted schedules and exhibits upon request by the Commission.)

Exhibit 2.1 to UDR, Inc.’s Current Report on Form 8-K dated and filed with the Commission on June 22, 2015.

2.08

Amendment Agreement, dated as of August 27, 2015, by and among UDR, Inc., United Dominion Realty, L.P., Home Properties, Inc., Home Properties, L.P., LSREF4 Lighthouse Acquisitions, LLC LSREF4 Lighthouse Corporate Acquisitions, LLC and LSREF4 Lighthouse Operating Acquisitions, LLC.

Exhibit 2.1 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.

3.01

Articles of Restatement of UDR, Inc.

Exhibit 3.09 to UDR, Inc.’s Current Report on Form 8-K dated July 27, 2005 and filed with the Commission on August 1, 2005.

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Exhibit

Description

Location

3.02

Articles of Amendment to the Articles of Restatement of UDR, Inc. dated and filed with the State Department of Assessments and Taxation of the State of Maryland on March 14, 2007.

Exhibit 3.2 to UDR, Inc.’s Current Report on Form 8-K dated March 14, 2007 and filed with the Commission on March 15, 2007.

3.03

Articles of Amendment to the Articles of Restatement of UDR, Inc. dated August 30, 2011 and filed with the State Department of Assessments and Taxation of the State of Maryland on August 31, 2011.

Exhibit 3.1 to UDR, Inc.’s Current Report on Form 8-K dated August 29, 2011 and filed with the Commission on September 1, 2011.

3.04

Articles of Amendment to the Articles of Restatement of UDR, Inc. dated and filed with the State Department of Assessments and Taxation of the State of Maryland on May 24, 2018.

Exhibit 3.1 to UDR, Inc.’s Current Report on Form 8-K dated May 24, 2018 and filed with the SEC on May 29, 2018.

3.05

Articles Supplementary relating to UDR, Inc.’s 6.75% Series G Cumulative Redeemable Preferred Stock dated and filed with the State Department of Assessments and Taxation of the State of Maryland on May 30, 2007.

Exhibit 3.4 to UDR, Inc.’s Form 8-A Registration Statement dated and filed with the Commission on May 30, 2007.

3.06

Amended and Restated Bylaws of UDR, Inc. (as amended through May 24, 2018).

Exhibit 3.6 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.

3.07

Certificate of Limited Partnership of United Dominion Realty, L.P. dated as of February 19, 2004.

Exhibit 3.4 to United Dominion Realty, L.P.’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3 dated and filed with the Commission on October 15, 2010.

3.08

Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of February 23, 2004.

Exhibit 10.23 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2003.

3.09

First Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of June 24, 2005.

Exhibit 10.06 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.

3.10

Second Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of February 23, 2006.

Exhibit 10.6 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.

3.11

Third Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of February 2, 2007.

Exhibit 99.1 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009.

3.12

Fourth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of December 27, 2007.

Exhibit 10.25 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007.

3.13

Fifth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of March 7, 2008.

Exhibit 10.53 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008.

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Exhibit

Description

Location

3.14

Sixth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of December 9, 2008.

Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated December 9, 2008 and filed with the Commission on December 10, 2008.

3.15

Seventh Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of March 13, 2009.

Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated March 18, 2009 and filed with the Commission on March 19, 2009.

3.16

Eighth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of November 17, 2010.

Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated and filed with the Commission on November 18, 2010.

3.17

Ninth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of December 4, 2015.

Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated December 4, 2015 and filed with the Commission on December 10, 2015.

3.18

Tenth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of October 29, 2018.

Exhibit 3.18 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.

3.19

Eleventh Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of December 16, 2020.

Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated and filed with the Commission on December 16, 2020.

4.01

Form of UDR, Inc. Common Stock Certificate.

Exhibit 4.1 to UDR, Inc.’s Current Report on Form 8-K dated March 14, 2007 and filed with the Commission on March 15, 2007.

4.02

Senior Indenture dated as of November 1, 1995, by and between UDR, Inc. and First Union National Bank of Virginia, N.A., as trustee.

Exhibit 4(ii)(h)(1) to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.

4.03

Supplemental Indenture dated as of June 11, 2003, by and between UDR, Inc. and Wachovia Bank, National Association, as trustee.

Exhibit 4.03 to UDR, Inc.’s Current Report on Form 8-K dated June 17, 2004 and filed with the Commission on June 18, 2004.

4.04

Subordinated Indenture dated as of August 1, 1994 by and between UDR, Inc. and Crestar Bank, as trustee.

Exhibit 4(i)(m) to UDR, Inc.’s Form S-3 Registration Statement (Registration No. 33-64725) filed with the Commission on November 15, 1995.

4.05

Form of UDR, Inc. Senior Debt Security.

Exhibit 4(i)(n) to UDR, Inc.’s Form S-3 Registration Statement (Registration No. 33-64725) filed with the Commission on November 15, 1995.

4.06

Form of UDR, Inc. Subordinated Debt Security.

Exhibit 4(i)(p) to UDR, Inc.’s Form S-3 Registration Statement (Registration No. 33-55159) filed with the Commission on August 19, 1994.

4.07

Form of UDR, Inc. Fixed Rate Medium-Term Note, Series A.

Exhibit 4.01 to UDR, Inc.’s Current Report on Form 8-K dated March 20, 2007 and filed with the Commission on March 22, 2007.

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Exhibit

Description

Location

4.08

Form of UDR, Inc. Floating Rate Medium-Term Note, Series A.

Exhibit 4.02 to UDR, Inc.’s Current Report on Form 8-K dated March 20, 2007 and filed with the Commission on March 22, 2007.

4.09

Indenture dated as of April 1, 1994, by and between UDR, Inc. and Nationsbank of Virginia, N.A., as trustee.

Exhibit 4(ii)(f)(1) to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1994.

4.10

Supplemental Indenture dated as of August 20, 2009, by and between UDR, Inc. and U.S. Bank National Association, as trustee, to UDR, Inc.’s Indenture dated as of April 1, 1994.

Exhibit 4.1 to UDR, Inc.’s Current Report on Form 8-K dated August 20, 2009 and filed with the Commission on August 21, 2009.

4.11

Guaranty of United Dominion Realty, L.P. with respect to UDR, Inc.’s Indenture dated as of November 1, 1995.

Exhibit 99.1 to UDR, Inc.’s Current Report on Form 8-K dated and filed with the Commission on September 30, 2010.

4.12

Guaranty of United Dominion Realty, L.P. with respect to UDR, Inc.’s Indenture dated as of October 12, 2006.

Exhibit 99.2 to UDR, Inc.’s Current Report on Form 8-K dated and filed with the Commission on September 30, 2010.

4.13

First Supplemental Indenture among UDR, Inc., United Dominion Realty, L.P. and U.S. Bank National Association, as Trustee, dated as of May 3, 2011, relating to UDR, Inc.’s Medium-Term Notes, Series A, due Nine Months or More from Date of Issue.

Exhibit 4.1 to UDR, Inc.’s Current Report on Form 8-K filed with the Commission on May 4, 2011.

4.14

UDR, Inc. 4.00% Medium-Term Note, Series A due October 2025, issued September 22, 2015.

Exhibit 4.23 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015.

4.15

UDR, Inc. 2.950% Medium-Term Note, Series A due September 2026, issued August 23, 2016.

Exhibit 4.1 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

4.16

UDR, Inc. 3.500% Medium-Term Note, Series A due July 2027, issued June 16, 2017.

Exhibit 10.2 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.

4.17

UDR, Inc. 3.500% Medium-Term Note, Series A due January 2028, issued December 13, 2017.

Exhibit 4.21 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017.

4.18

UDR, Inc. 4.400% Medium-Term Note, Series A due January 2029, issued October 26, 2018.

Exhibit 4.21 to UDR, Inc’s Annual Report on Form 10-K for the year ended December 31, 2018.

4.19

UDR, Inc. 3.200% Medium-Term Note, Series A due January 2030, issued July 2, 2019.

Exhibit 4.1 to UDR, Inc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.

4.20

UDR, Inc. 3.000% Medium-Term Note, Series A due August 2031, issued August 15, 2019.

Exhibit 4.2 to UDR, Inc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.

74

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Exhibit

Description

Location

4.21

UDR, Inc. 3.100% Medium-Term Note, Series A due November 2034, issued October 11, 2019.

Exhibit 4.22 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019.

4.22

UDR, Inc. 3.200% Medium-Term Note, Series A due January 2030, issued October 11, 2019.

Exhibit 4.23 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019.

4.23

Description of UDR, Inc’s Securities.

Exhibit 4.24 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019.

4.24

UDR, Inc. 3.200% Medium-Term Note, Series A due January 2030, issued February 28, 2020.

Exhibit 4.1 to UDR, Inc.’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2020.

4.25

UDR, Inc. 2.100% Medium-Term Note, Series A due August 2032, issued July 21, 2020.

Exhibit 4.1 to UDR, Inc.’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2020.

4.26

UDR, Inc. 1.900% Medium-Term Note, Series A due March 2033, issued December 14, 2020.

Filed herewith.

10.01*

UDR, Inc. 1999 Long-Term Incentive Plan (as amended and restated February 2, 2017).

Exhibit 10.1 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016.

10.02*

Form of UDR, Inc. Restricted Stock Award Agreement under the 1999 Long-Term Incentive Plan.

Exhibit 10.2 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019.

10.03*

Form of UDR, Inc. Restricted Stock Award Agreement for awards outside of the 1999 Long-Term Incentive Plan.

Exhibit 99.3 to UDR, Inc.’s Current Report on Form 8-K dated March 19, 2007 and filed with the Commission on March 19, 2007.

10.04*

Description of UDR, Inc. Shareholder Value Plan.

Exhibit 10(x) to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1999.

10.05*

Description of UDR, Inc. Executive Deferral Plan.

Exhibit 10(xi) to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1999.

10.06*

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

Exhibit 10.7 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016.

10.07

Subordination Agreement dated as of April 16, 1998, by and between UDR, Inc. and United Dominion Realty, L.P.

Exhibit 10(vi)(a) to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.

75

Table of Contents

Exhibit

Description

Location

10.08

Third Amended and Restated Distribution Agreement among UDR, Inc., United Dominion Realty, L.P., as Guarantor, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Wells Fargo Securities, LLC, as Agents, dated September 1, 2011, with respect to the issue and sale by UDR, Inc. of its Medium-Term Notes, Series A Due Nine Months or More From Date of Issue.

Exhibit 1.2 to UDR, Inc.’s Current Report on Form 8-K dated and filed with the Commission on September 1, 2011.

10.09

First Amended and Restated Credit Agreement, dated as of September 27, 2018, by and among UDR, Inc., as borrower, and the lenders and agents party thereto.

Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated September 27, 2018 and filed with the Commission on October 1, 2018.

10.10

Guaranty of United Dominion Realty, L.P., dated as of September 27, 2018, with respect to the Credit Agreement, dated as of September 27, 2018.

Exhibit 10.2 to UDR, Inc.’s Current Report on Form 8-K dated September 27, 2018 and filed with the Commission on October 1, 2018.

10.11

Amended and Restated Aircraft Time Sharing Agreement dated as of February 18, 2019, by and between UDR, Inc. and Thomas W. Toomey.

Exhibit 10.15 to UDR, Inc’s Annual Report on Form 10-K for the year ended December 31, 2018.

10.12

Amended and Restated Aircraft Time Sharing Agreement dated as of February 18, 2019, by and between UDR, Inc. and Warren L. Troupe.

Exhibit 10.16 to UDR, Inc’s Annual Report on Form 10-K for the year ended December 31, 2018.

10.13

Amendment No. 1, dated July 29, 2014, to the Third Amended and Restated Distribution Agreement among UDR, Inc., United Dominion Realty, L.P., as Guarantor, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Wells Fargo Securities, LLC, as Agents, dated September 1, 2011, with respect to the issue and sale by UDR, Inc. of its Medium-Term Notes, Series A Due Nine Months or More From Date of Issue.

Exhibit 1.2 to UDR, Inc.’s Current Report on Form 8-K dated July 29, 2014 and filed with the Commission on July 31, 2014.

10.14

Agreement of Limited Partnership of UDR Lighthouse DownREIT L.P., dated as of October 5, 2015, as amended.

Exhibit 10.21 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015.

10.15*

Class 1 LTIP Unit Award Agreement.

Exhibit 10.22 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015.

10.16*

Notice of Class 2 LTIP Unit Award.

Exhibit 10.16 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019.

10.17*

Notice of Restricted Stock Unit Award.

Exhibit 10.17 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019.

76

Table of Contents

Exhibit

Description

Location

10.18

Amendment No. 2, dated April 27, 2017, to the Third Amended and Restated Distribution Agreement, dated September 1, 2011 and as amended July 29, 2014, among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC, as Agents, with respect to the issue and sale by UDR, Inc. of its Medium Term Notes, Series A Due Nine Months or More From Date of Issue.

Exhibit 1.2 to UDR, Inc.’s Current Report on Form 8-K dated April 27, 2017 and filed with the Commission on April 27, 2017.

10.19

Letter Agreement, between UDR, Inc. and Warren L. Troupe (including the related release agreement and consulting agreement as exhibits thereto), dated December 31, 2019.

Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated December 31, 2019 and filed with the Commission on January 3, 2020.

10.20

Letter Agreement, between UDR, Inc. and Jerry A. Davis (including the related release agreement and Consulting Agreement as exhibits thereto), dated December 16, 2020.

Exhibit 10.2 to UDR Inc.’s Current Report on Form 8-K dated and filed with the Commission on December 16, 2020.

10.21

Amendment No. 3, dated May 7, 2020, to the Third Amended and Restated Distribution Agreement, dated September 1, 2011 and as amended July 29, 2014 and April 27, 2017.

Exhibit 1.2 to UDR, Inc.’s Current Report on Form 8-K dated and filed with the Commission on May 7, 2020.

10.22

Class 1 Performance LTIP Unit Award Agreement.

Filed herewith.

10.23

Class 2 Performance LTIP Unit Award Agreement.

Filed herewith.

10.24

Class 2 Performance LTIP Unit Award Agreement, STI.

Filed herewith.

21

Subsidiaries of UDR, Inc. and United Dominion Realty, L.P.

Filed herewith.

23.1

Consent of Independent Registered Public Accounting Firm for UDR, Inc.

Filed herewith.

23.2

Consent of Independent Registered Public Accounting Firm for United Dominion Realty, L.P.

Filed herewith.

31.1

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

Filed herewith.

31.2

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

Filed herewith.

31.3

Rule 13a-14(a) Certification of the Chief Executive Officer of United Dominion Realty, L.P.

Filed herewith.

31.4

Rule 13a-14(a) Certification of the Chief Financial Officer of United Dominion Realty, L.P.

Filed herewith.

32.1

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

Filed herewith.

77

Table of Contents

Exhibit

Description

Location

32.2

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

Filed herewith.

32.3

Section 1350 Certification of the Chief Executive Officer of United Dominion Realty, L.P.

Filed herewith.

32.4

Section 1350 Certification of the Chief Financial Officer of United Dominion Realty, L.P.

Filed herewith.

101

Inline XBRL (Extensible Business Reporting Language). The following materials from this Annual Report on Form 10-K for the period ended December 31, 2020, formatted in Inline XBRL: (i) consolidated balance sheets of UDR, Inc., (ii) consolidated statements of operations of UDR, Inc., (iii) consolidated statements of comprehensive income/(loss) of UDR, Inc., (iv) consolidated statements of changes in equity of UDR, Inc., (v) consolidated statements of cash flows of UDR, Inc., (vi) notes to consolidated financial statements of UDR, Inc., (vii) consolidated balance sheets of United Dominion Realty, L.P., (viii) consolidated statements of operations of United Dominion Realty, L.P., (ix) consolidated statements of comprehensive income/(loss) of United Dominion Realty, L.P.; (x) consolidated statements of changes in capital of United Dominion Realty, L.P., (xi) consolidated statements of cash flows of United Dominion Realty, L.P. and (xii) notes to consolidated financial statements of United Dominion Realty, L.P. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

Filed herewith.

104

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

Filed herewith.

*

Management Contract or Compensatory Plan or Arrangement

Item 16. FORM 10-K SUMMARY

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

UDR, Inc.

Date:   February 18, 2021

By:

/s/ Thomas W. Toomey

Thomas W. Toomey

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

78

Table of Contents

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on February 18, 2021 by the following persons on behalf of the registrant and in the capacities indicated.

/s/ Thomas W. Toomey

/s/ Katherine A. Cattanach

Thomas W. Toomey

Katherine A. Cattanach

Chairman of the Board and Chief Executive Officer

(Principal Executive Officer)

Director

/s/ Joseph D. Fisher

/s/ Mary Ann King

Joseph D. Fisher

Mary Ann King

Senior Vice President and Chief Financial Officer

Director

(Principal Financial Officer)

/s/ Tracy L. Hofmeister

/s/ Jon A. Grove

Tracy L. Hofmeister

Jon A. Grove

Senior Vice President – Chief Accounting Officer

Director

(Principal Accounting Officer)

/s/ James D. Klingbeil

/s/ Clint D. McDonnough

James D. Klingbeil

Clint D. McDonnough

Lead Independent Director

Director

/s/ Robert A. McNamara

Robert A. McNamara

Director

/s/ Mark R. Patterson

 Mark R. Patterson

Director

/s/ Diane M. Morefield

Diane M. Morefield

Director

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, L.P.

By:

UDR, Inc., its sole general partner

Date:   February 18, 2021

By:

/s/ Thomas W. Toomey

Thomas W. Toomey

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

79

Table of Contents

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on February 18, 2021 by the following persons on behalf of the registrant and in the capacities indicated.

/s/ Thomas W. Toomey

/s/ Katherine A. Cattanach

Thomas W. Toomey

Katherine A. Cattanach

Chairman of the Board and Chief Executive Officer

of the General Partner

Director of the General Partner

(Principal Executive Officer)

/s/ Joseph D. Fisher

/s/ Mary Ann King

Joseph D. Fisher

Mary Ann King

Senior Vice President and Chief Financial Officer

Director of the General Partner

of the General Partner (Principal Financial Officer)

/s/ Tracy L. Hofmeister

/s/ Jon A. Grove

Tracy L. Hofmeister

Jon A. Grove

Senior Vice President – Chief Accounting Officer

of the General Partner

Director of the General Partner

(Principal Accounting Officer)

/s/ James D. Klingbeil

/s/ Clint D. McDonnough

James D. Klingbeil

Clint D. McDonnough

Lead Independent Director of the General Partner

Director of the General Partner

/s/ Robert A. McNamara

Robert A. McNamara

Director of the General Partner

/s/ Mark R. Patterson

 Mark R. Patterson

Director of the General Partner

/s/ Diane M. Morefield

Diane M. Morefield

Director

80

Table of Contents

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

PAGE

FINANCIAL STATEMENTS FILED AS PART OF THIS REPORT

UDR, INC.:

Reports of Independent Registered Public Accounting Firm

F-2

Consolidated Balance Sheets at December 31, 2020 and 2019

F-6

Consolidated Statements of Operations for the years ended December 31, 2020, 2019, and 2018

F-7

Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, 2020, 2019, and 2018

F-8

Consolidated Statements of Changes in Equity for the years ended December 31, 2020, 2019, and 2018

F-9

Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019, and 2018

F-10

Notes to Consolidated Financial Statements

F-12

UNITED DOMINION REALTY, L.P.:

Report of Independent Registered Public Accounting Firm

F-58

Consolidated Balance Sheets at December 31, 2020 and 2019

F-61

Consolidated Statements of Operations for the years ended December 31, 2020, 2019, and 2018

F-62

Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, 2020, 2019, and 2018

F-63

Consolidated Statements of Changes in Capital for the years ended December 31, 2020, 2019, and 2018

F-64

Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019, and 2018

F-65

Notes to Consolidated Financial Statements

F-66

SCHEDULES FILED AS PART OF THIS REPORT

UDR, INC.:

Schedule III- Summary of Real Estate Owned

S-1

UNITED DOMINION REALTY, L.P.:

Schedule III- Summary of Real Estate Owned

S-6

All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of UDR, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of UDR, Inc.  (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income/(loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and the financial statement schedule listed in the accompanying Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 18, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Indicators of Impairment of Real Estate Owned and Investment in Unconsolidated Joint Ventures

Description of the Matter

At December 31, 2020, the Company’s real estate owned, net and investment in and advances to unconsolidated joint ventures, net were approximately $8.5 billion and $600.2 million, respectively. As more fully described in Note 2 to the consolidated financial statements, the Company periodically evaluates these assets for indicators of impairment, and this includes, among other things, judgments based on factors such as operational performance, market conditions, the Company’s intent and ability to hold each asset, as well as any significant cost overruns on development or redevelopment

F - 2

Table of Contents

communities. During 2020, the Company did not recognize an impairment related to real estate owned, net or any other than temporary impairments related to its investment in unconsolidated joint ventures.

Auditing the Company’s evaluation for indicators of impairment was complex due to a high degree of subjectivity in the identification of events or changes in circumstances that may indicate an impairment of its real estate owned or that the value of its investment in unconsolidated joint ventures may be other than temporarily impaired. Differences or changes in these judgments could have a material impact on the Company’s analysis.

How We Addressed the Matter in Our Audit

We tested the Company’s internal controls over the asset impairment evaluation process. This included testing controls over management’s determination and review of the considerations used in the impairment indicator analysis.  

Our procedures with regards to the Company’s evaluation for indicators of impairment included, among others, testing the completeness and accuracy of management’s impairment analysis and evaluating management’s judgments determining whether indicators of impairment were present. For example, we performed inquires of management, considered historical operating results and the current market conditions, performed an independent assessment using both internally and externally available information, read the minutes of the meetings of the Board of Directors, and reviewed the Company’s development and redevelopment costs.

Accounting for acquisitions of real estate investment properties

Description of the Matter

During 2020, the Company acquired real estate investment properties, including one real estate investment property for which the Company held a previous unconsolidated equity interest. These transactions were accounted for as asset acquisitions. The aggregate increase in real estate and other assets due to these acquisitions was approximately $422.0 million. As more fully described in Note 3 to the consolidated financial statements, the total consideration was allocated to land, land improvements, buildings and improvements, and real estate intangible assets based on their relative fair value.

Auditing the Company’s acquisition of real estate investment properties is complex and requires a higher degree of auditor judgment due to the significant assumptions that are utilized in the determination of the relative fair values of the assets acquired. The significant assumptions used in management’s analysis to estimate the fair value of these components includes capitalization rates, market comparable prices for similar land parcels, market rental rates, leasing commission rates as well as the time it would take to lease any acquired buildings that were vacant at acquisition.  

How We Addressed the Matter in Our Audit

We tested the Company’s internal controls over the acquisition of real estate investment properties and the resulting purchase price allocations. This included testing controls over management’s identification of the assets acquired and liabilities assumed and evaluating the methods and significant assumptions used by the Company to develop such estimates.  

Our testing of the fair values of the assets acquired included, among others, evaluating the selection of the Company's valuation model and testing the significant assumptions discussed above as well as the completeness and accuracy of the underlying data. For example, we compared management’s assumptions to observable market transactions and replacement costs associated with the fair value of the land and buildings and improvements. For in-place leases, we compared management’s assumptions to published market data for comparable leases, related leasing commissions and the amount of time it would take to lease up the space to stabilization assuming the space was vacant at acquisition. We involved our real estate valuation specialists to assist in evaluating the significant assumptions listed above. In addition, we performed sensitivity tests on the significant assumptions to evaluate the change in the fair value resulting from changes in the assumptions.

F - 3

Table of Contents

/s/ Ernst & Young LLP

We have served as the Company's auditor since at least 1984, but we are unable to determine the specific year.

Denver, Colorado

February 18, 2021

F - 4

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of UDR, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited UDR, Inc.’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, UDR, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive income/(loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and the financial statement schedule listed in the accompanying Index at Item 15(a) and our report dated February 18, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Denver, Colorado

February 18, 2021

F - 5

Table of Contents

UDR, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

December 31, 

December 31, 

    

2020

    

2019

ASSETS

Real estate owned:

 

  

 

  

Real estate held for investment

$

12,706,940

$

12,532,324

Less: accumulated depreciation

 

(4,590,577)

 

(4,131,330)

Real estate held for investment, net

 

8,116,363

 

8,400,994

Real estate under development (net of accumulated depreciation of $1,010 and $23, respectively)

 

246,867

 

69,754

Real estate held for disposition (net of accumulated depreciation of $13,779 and $0, respectively)

 

102,876

 

Total real estate owned, net of accumulated depreciation

 

8,466,106

 

8,470,748

Cash and cash equivalents

 

1,409

 

8,106

Restricted cash

 

22,762

 

25,185

Notes receivable, net

 

157,992

 

153,650

Investment in and advances to unconsolidated joint ventures, net

 

600,233

 

588,262

Operating lease right-of-use assets

200,913

204,225

Other assets

 

188,118

 

186,296

Total assets

$

9,637,533

$

9,636,472

LIABILITIES AND EQUITY

 

  

 

  

Liabilities:

 

  

 

  

Secured debt, net

$

862,147

$

1,149,441

Unsecured debt, net

 

4,114,401

 

3,558,083

Operating lease liabilities

195,592

198,558

Real estate taxes payable

 

29,946

 

29,445

Accrued interest payable

 

44,760

 

45,199

Security deposits and prepaid rent

 

49,008

 

48,353

Distributions payable

 

115,795

 

109,382

Accounts payable, accrued expenses, and other liabilities

 

110,999

 

90,032

Total liabilities

 

5,522,648

 

5,228,493

Commitments and contingencies (Note 15)

 

  

 

  

Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership

 

856,294

 

1,018,665

Equity:

 

  

 

  

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

 

  

 

  

8.00% Series E Cumulative Convertible; 2,695,363 and 2,780,994 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively

 

44,764

 

46,200

Series F; 14,440,519 and 14,691,274 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively

 

1

 

1

Common stock, $0.01 par value; 350,000,000 shares authorized:

 

  

 

  

296,611,579 and 294,588,305 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively

 

2,966

 

2,946

Additional paid-in capital

 

5,881,383

 

5,781,975

Distributions in excess of net income

 

(2,685,770)

 

(2,462,132)

Accumulated other comprehensive income/(loss), net

 

(9,144)

 

(10,448)

Total stockholders’ equity

 

3,234,200

 

3,358,542

Noncontrolling interests

 

24,391

 

30,772

Total equity

 

3,258,591

 

3,389,314

Total liabilities and equity

$

9,637,533

$

9,636,472

See accompanying notes to consolidated financial statements.

F - 6

Table of Contents

UDR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

Year Ended December 31, 

    

2020

    

2019

    

2018

REVENUES:

  

  

  

Rental income

$

1,236,096

$

1,138,138

$

1,035,105

Joint venture management and other fees

 

5,069

 

14,055

 

11,754

Total revenues

 

1,241,165

 

1,152,193

 

1,046,859

OPERATING EXPENSES:

 

  

 

  

 

  

Property operating and maintenance

 

201,944

 

178,947

 

169,078

Real estate taxes and insurance

 

180,450

 

150,888

 

133,912

Property management

 

35,538

 

32,721

 

28,465

Other operating expenses

 

22,762

 

13,932

 

12,100

Real estate depreciation and amortization

 

608,616

 

501,257

 

429,006

General and administrative

 

49,885

 

51,533

 

46,983

Casualty-related charges/(recoveries), net

 

2,131

 

474

 

2,121

Other depreciation and amortization

 

10,013

 

6,666

 

6,673

Total operating expenses

 

1,111,339

 

936,418

 

828,338

Gain/(loss) on sale of real estate owned

119,277

5,282

136,197

Operating income

 

249,103

 

221,057

 

354,718

Income/(loss) from unconsolidated entities

 

18,844

 

137,873

 

(5,055)

Interest expense

(202,706)

(170,917)

(134,168)

Interest income and other income/(expense), net

 

6,274

 

15,404

 

6,735

Income/(loss) before income taxes

 

71,515

 

203,417

 

222,230

Tax (provision)/benefit, net

 

(2,545)

 

(3,838)

 

(688)

Net income/(loss)

 

68,970

 

199,579

 

221,542

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

 

(4,543)

 

(14,426)

 

(18,215)

Net (income)/loss attributable to noncontrolling interests

 

(161)

 

(188)

 

(221)

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

 

64,266

 

184,965

203,106

Distributions to preferred stockholders — Series E (Convertible)

 

(4,230)

 

(4,104)

 

(3,868)

Net income/(loss) attributable to common stockholders

$

60,036

$

180,861

$

199,238

Income/(loss) per weighted average common share:

 

  

 

  

 

  

Basic

$

0.20

$

0.63

$

0.74

Diluted

$

0.20

$

0.63

$

0.74

Weighted average number of common shares outstanding:

 

  

 

  

 

  

Basic

 

294,545

 

285,247

 

268,179

Diluted

 

294,927

 

286,015

 

269,483

See accompanying notes to consolidated financial statements.

F - 7

Table of Contents

UDR, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(In thousands)

Year Ended December 31, 

    

2020

    

2019

    

2018

Net income/(loss)

$

68,970

$

199,579

$

221,542

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

 

  

 

  

 

  

Other comprehensive income/(loss) - derivative instruments:

 

  

 

  

 

  

Unrealized holding gain/(loss)

 

(3,382)

 

(8,437)

 

4,806

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

 

4,827

 

(2,770)

 

(1,948)

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

 

1,445

 

(11,207)

 

2,858

Comprehensive income/(loss)

 

70,415

 

188,372

 

224,400

Comprehensive (income)/loss attributable to noncontrolling interests

 

(4,845)

 

(13,788)

 

(18,680)

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

$

65,570

$

174,584

$

205,720

See accompanying notes to consolidated financial statements.

F - 8

Table of Contents

UDR, INC.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(In thousands, except per share data)

    

    

    

    

Distributions

Accumulated Other Comprehensive

Preferred

Common

Paid-in

in Excess of

Income/(Loss),

Noncontrolling

Stock

Stock

Capital

Net Income

net

Interests

Total

Balance at December 31, 2017

$

46,201

$

2,678

$

4,651,205

$

(1,871,603)

$

(2,681)

$

9,564

$

2,835,364

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

 

 

 

 

203,106

 

 

 

203,106

Net income/(loss) attributable to noncontrolling interests

 

 

 

 

 

 

175

 

175

Contribution of noncontrolling interests in consolidated real estate

 

 

 

 

 

108

 

108

Repurchase of common shares

 

(6)

 

(19,982)

 

 

 

 

(19,988)

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

 

 

 

 

 

7,305

 

7,305

Other comprehensive income/(loss)

 

 

 

 

 

2,614

 

 

2,614

Exercise of stock options, net

 

8

 

(23,061)

 

 

 

 

(23,053)

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

 

 

(1)

 

(507)

 

 

 

 

(508)

Issuance of common shares through public offering, net

 

72

 

299,753

 

 

 

 

299,825

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

 

 

4

 

13,324

 

 

 

 

13,328

Common stock distributions declared ($1.29 per share)

 

 

 

 

(348,079)

 

 

 

(348,079)

Preferred stock distributions declared-Series E ($1.3968 per share)

 

 

 

 

(3,868)

 

 

 

(3,868)

Adjustment to reflect redemption value of redeemable noncontrolling interests

 

 

 

 

(43,552)

 

 

 

(43,552)

Balance at December 31, 2018

 

46,201

 

2,755

 

4,920,732

 

(2,063,996)

 

(67)

 

17,152

 

2,922,777

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

 

 

 

 

184,965

 

 

 

184,965

Net income/(loss) attributable to noncontrolling interests

 

 

 

 

 

 

125

 

125

Contribution of noncontrolling interests in consolidated real estate

 

 

 

 

 

 

125

 

125

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

 

 

 

 

 

 

13,370

 

13,370

Other comprehensive income/(loss)

 

 

 

 

 

(10,381)

 

 

(10,381)

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

 

 

 

2,088

 

 

 

 

2,088

Issuance of common shares through public offering, net

 

158

 

725,157

 

 

 

 

725,315

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

 

 

33

 

133,998

 

 

 

 

134,031

Common stock distributions declared ($1.37 per share)

 

 

 

 

(395,113)

 

 

 

(395,113)

Preferred stock distributions declared-Series E ($1.4832 per share)

 

 

 

 

(4,104)

 

 

 

(4,104)

Adjustment to reflect redemption value of redeemable noncontrolling interests

 

 

 

 

(183,884)

 

 

 

(183,884)

Balance at December 31, 2019

$

46,201

$

2,946

$

5,781,975

$

(2,462,132)

$

(10,448)

$

30,772

$

3,389,314

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

64,266

64,266

Net income/(loss) attributable to noncontrolling interests

99

99

Redemption of noncontrolling interests in consolidated real estate

(125)

(125)

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

(6,355)

(6,355)

Other comprehensive income/(loss)

1,304

1,304

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

1

2,886

2,887

Cumulative effect upon adoption of ASC 326

(2,182)

(2,182)

Issuance of common shares through public offering, net

21

102,213

102,234

Conversion of Series E Cumulative Convertible shares

(1,436)

1

1,435

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

3

12,663

12,666

Common stock distributions declared ($1.44 per share)

(425,233)

(425,233)

Repurchase of common shares

(6)

(19,789)

(19,795)

Preferred stock distributions declared-Series E ($1.5592 per share)

(4,230)

(4,230)

Adjustment to reflect redemption value of redeemable noncontrolling interests

143,741

143,741

Balance at December 31, 2020

$

44,765

$

2,966

$

5,881,383

$

(2,685,770)

$

(9,144)

$

24,391

$

3,258,591

See accompanying notes to consolidated financial statements.

F - 9

Table of Contents

UDR, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, except for share data)

Year Ended December 31, 

    

2020

    

2019

    

2018

Operating Activities

  

 

  

 

  

Net income/(loss)

$

68,970

$

199,579

$

221,542

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

 

  

 

  

 

  

Depreciation and amortization

 

618,629

 

507,923

 

435,679

(Gain)/loss on sale of real estate owned

 

(119,277)

 

(5,282)

 

(136,197)

(Income)/loss from unconsolidated entities

 

(18,844)

 

(137,873)

 

5,055

Return on investment in unconsolidated joint ventures

 

20,664

 

5,179

 

4,248

Amortization of share-based compensation

 

19,616

 

24,330

 

14,244

Loss on extinguishment of debt, net

49,190

29,594

3,299

Other

 

12,193

 

10,364

 

1,699

Changes in operating assets and liabilities:

 

  

 

  

 

  

(Increase)/decrease in operating assets

 

(44,670)

 

(10,956)

 

(13,880)

Increase/(decrease) in operating liabilities

 

(2,155)

 

7,846

 

24,987

Net cash provided by/(used in) operating activities

 

604,316

 

630,704

 

560,676

Investing Activities

 

  

 

  

 

  

Acquisition of real estate assets

 

(407,829)

 

(1,370,770)

 

Proceeds from sales of real estate investments, net

 

277,886

 

38,000

 

247,031

Development of real estate assets

 

(121,240)

 

(25,401)

 

(150,238)

Capital expenditures and other major improvements — real estate assets

 

(163,105)

 

(167,188)

 

(112,359)

Capital expenditures — non-real estate assets

 

(11,008)

 

(17,159)

 

(4,850)

Investment in unconsolidated joint ventures

 

(76,073)

 

(93,059)

 

(112,025)

Distributions received from unconsolidated joint ventures

 

49,342

 

72,441

 

42,683

Purchase deposits on pending acquisitions

(1,530)

(12,160)

(1,000)

Repayment/(issuance) of notes receivable, net

 

(7,285)

 

(111,391)

 

(22,790)

Net cash provided by/(used in) investing activities

 

(460,842)

 

(1,686,687)

 

(113,548)

Financing Activities

 

  

 

  

 

  

Payments on secured debt

 

(425,839)

 

(162,253)

 

(279,243)

Proceeds from the issuance of secured debt

 

160,930

 

162,500

 

80,000

Payments on unsecured debt

(300,000)

(700,000)

Net proceeds from the issuance of unsecured debt

 

959,419

 

1,099,816

 

299,994

Net proceeds/(repayment) of commercial paper

 

(110,000)

 

198,885

 

(198,885)

Net proceeds/(repayment) of revolving bank debt

 

11,441

 

16,567

 

(21,751)

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

 

102,234

 

725,315

 

299,825

Repurchase of common shares

(19,795)

(19,988)

Distributions paid to redeemable noncontrolling interests

 

(32,038)

 

(31,580)

 

(32,457)

Distributions paid to preferred stockholders

 

(4,217)

 

(4,063)

 

(3,836)

Distributions paid to common stockholders

 

(419,350)

 

(383,079)

 

(342,241)

Payment of prepayment and extinguishment costs

(62,645)

(27,782)

(3,178)

Other

 

(12,734)

 

(13,943)

 

(38,307)

Net cash provided by/(used in) financing activities

 

(152,594)

 

880,383

 

(260,067)

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

 

(9,120)

 

(175,600)

 

187,061

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

 

33,291

 

208,891

 

21,830

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

$

24,171

$

33,291

$

208,891

Supplemental Information:

 

  

 

  

 

  

Interest paid during the period, net of amounts capitalized, and cash paid for operating leases

$

172,326

$

169,558

$

132,466

Cash paid/(refunds received) for income taxes

 

1,029

 

1,519

 

625

Non-cash transactions:

 

  

 

  

 

  

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

$

14,700

$

288,108

$

Transfer of investment in and advances to unconsolidated joint ventures to joint venture member

60,625

Secured debt assumed in the consolidation of unconsolidated joint ventures

 

 

551,800

 

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

2,250

Recognition of allowance for credit losses

2,182

Recognition of operating lease right-of-use assets

94,349

Recognition of operating lease liabilities

88,336

Right-of-use assets obtained in exchange for operating lease liabilities remeasurement

111,055

Vesting of LTIP Units

23,501

14,742

4,397

Development costs and capital expenditures incurred, but not yet paid

 

31,387

 

16,635

 

10,304

F - 10

UDR, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)

(In thousands, except for share data)

Year Ended December 31, 

    

2020

    

2019

    

2018

Conversion of Operating Partnership and DownREIT Partnership noncontrolling interests to common stock (303,146 shares in 2020; 3,165,780 shares in 2019; and 348,057 shares in 2018)

 

12,666

 

134,031

 

13,328

Dividends declared, but not yet paid

 

115,795

 

109,382

 

97,666

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

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

Cash and cash equivalents

$

8,106

$

185,216

$

2,038

Restricted cash

25,185

23,675

19,792

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

$

33,291

$

208,891

$

21,830

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

Cash and cash equivalents

$

1,409

$

8,106

$

185,216

Restricted cash

22,762

25,185

23,675

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

$

24,171

$

33,291

$

208,891

See accompanying notes to consolidated financial statements.

F - 11

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

1. CONSOLIDATION AND BASIS OF PRESENTATION

Organization and Formation

UDR, Inc. (“UDR,” the “Company,” “we,” or “our”) is a self-administered real estate investment trust, or REIT, that owns, operates, acquires, renovates, develops, redevelops, and manages apartment communities generally in high barrier-to-entry markets located in the United States. The high barrier-to-entry markets are characterized by limited land for new construction, difficult and lengthy entitlement process, expensive single-family home prices and significant employment growth potential. At December 31, 2020, our consolidated apartment portfolio consisted of 149 consolidated communities located in 21 markets consisting of 48,283 apartment homes. In addition, the Company has an ownership interest in 5,295 completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including 2,165 apartment homes owned by entities in which we hold preferred equity investments.

Basis of Presentation

The accompanying consolidated financial statements of UDR include its wholly-owned and/or controlled subsidiaries (see Note 4, Variable Interest Entities, for further discussion). All significant intercompany accounts and transactions have been eliminated in consolidation. Certain previously reported amounts have been reclassified to conform to the current financial statement presentation.

The accompanying consolidated financial statements include the accounts of UDR and its subsidiaries, including United Dominion Realty, L.P. (the “Operating Partnership” or the “OP”) and UDR Lighthouse DownREIT L.P. (the “DownREIT Partnership”). As of December 31, 2020 and 2019, there were 184.8 million and 184.1 million units, respectively, in the Operating Partnership (“OP Units”) outstanding, of which 176.2 million, or 95.3% and 176.2 million, or 95.7%, respectively, were owned by UDR and 8.6 million, or 4.7% and 7.9 million, or 4.3%, respectively, were owned by outside limited partners. As of December 31, 2020 and 2019, there were 32.4 million units in the DownREIT Partnership (“DownREIT Units”) outstanding, of which 18.7 million, or 57.8% and 18.4 million, or 56.8%, respectively, were owned by UDR (including 13.5 million DownREIT Units, or 41.6% and 13.5 million, or 41.6%, that were held by the Operating Partnership as of December 31, 2020 and 2019, respectively) and 13.7 million, or 42.2% and 14.0 million, or 43.2%, respectively, were owned by outside limited partners. The consolidated financial statements of UDR include the noncontrolling interests of the unitholders in the Operating Partnership and DownREIT Partnership.

The Company evaluated subsequent events through the date its financial statements were issued. No significant recognized or non-recognized subsequent events were noted other than those in Note 2, Significant Accounting Policies, Note 3, Real Estate Owned, Note 5, Joint Ventures and Partnerships and Note 7, Secured and Unsecured Debt, net.

2. SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The updated standard will be effective for the Company on January 1, 2022; however, early adoption of the ASU is permitted on January 1, 2021. The Company is currently evaluating the effect that the updated standard will have on the consolidated financial statements and related disclosures.

In April 2020, the FASB issued a Staff Q&A on accounting for leases during the COVID-19 pandemic, focused on the application of lease guidance in ASC 842, Leases. The Q&A states that some lease contracts may contain explicit or implicit enforceable rights and obligations that require lease concessions if certain circumstances arise that are beyond the control of the parties to the contract. Therefore, entities would need to perform a lease-by-lease analysis to determine

F - 12

Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

whether contractual provisions in an existing lease agreement provide enforceable rights and obligations related to lease concessions.

The FASB determined it would be acceptable for entities to not perform a lease-by-lease analysis regarding rent concessions resulting from COVID-19, and to instead make a policy election regarding rent concessions, which would give entities the option to account or not to account for these rent concessions as lease modifications if the total payments required by the modified contract are substantially the same or less than the total payments required by the original contract. Entities making the election to account for these rent concessions as lease modifications would recognize the effects of rent abatements and rent deferrals on a prospective straight-line basis over the remainder of the modified contract.

We have made the election to not perform a lease-by-lease analysis to determine whether contractual provisions in an existing lease agreement provide enforceable rights and obligations related to lease concessions. By electing the FASB relief, we have also made an accounting policy election to account for rent abatements and rent deferrals given to lessees due to the COVID-19 pandemic as lease modifications. The lease concessions given to lessees due to the COVID-19 pandemic did not have a material impact on our consolidated financial statements.

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

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The standard required entities to estimate a lifetime expected credit loss for most financial assets, including trade and other receivables, held-to-maturity debt securities, loans and other financial instruments, and to present the net amount of the financial instrument expected to be collected. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, which amended the transition requirements and scope of ASU 2016-13 and clarified that receivables arising from operating leases are not within the scope of the credit losses standard, but rather, should be accounted for in accordance with the leases standard. The updated standard became effective for the Company on January 1, 2020 and was adopted on a modified retrospective basis through a cumulative-effect adjustment to retained earnings of approximately $2.2 million on that date, which was primarily associated with our notes receivable. The Company concluded the cumulative effect was not material to our consolidated financial statements. Disclosures were updated pursuant to the requirements of the ASU.

Real Estate

Real estate assets held for investment are carried at historical cost and consist of land, land improvements, buildings and improvements, furniture, fixtures and equipment and other costs incurred during their development, acquisition and redevelopment.

Expenditures for ordinary repair and maintenance costs are charged to expense as incurred. Expenditures for improvements, renovations, and replacements related to the acquisition and/or improvement of real estate assets are capitalized and depreciated over their estimated useful lives if the expenditures qualify as a betterment or the life of the related asset will be substantially extended beyond the original life expectancy.

UDR purchases real estate investment properties and records the tangible and identifiable intangible assets and liabilities acquired based on their estimated fair value. The primary, although not only, identifiable intangible asset associated with our portfolio is the value of existing lease agreements. When recording the acquisition of a community,

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DECEMBER 31, 2020

we first assign fair value to the estimated intangible value of the existing lease agreements and then to the estimated value of the land, building and fixtures assuming the community is vacant. The Company estimates the intangible value of the lease agreements by determining the lost revenue associated with a hypothetical lease-up. Depreciation on the building is based on the expected useful life of the asset and the in-place leases are amortized over their remaining average contractual life. Property acquisition costs are capitalized as incurred if the acquisition does not meet the definition of a business.

Quarterly or when changes in circumstances warrant, UDR will assess our real estate properties for indicators

of impairment. The judgments regarding the existence of impairment indicators are based on certain factors. Such factors include, among other things, operational performance, market conditions, the Company’s intent and ability to hold the related asset, as well as any significant cost overruns on development properties.

If a real estate property has indicators of impairment, we assess whether the long-lived asset’s carrying value exceeds the community’s undiscounted future cash flows, which is representative of projected net operating income (“NOI”) plus the residual value of the community. Our future cash flow estimates are based upon historical results adjusted to reflect our best estimate of future market and operating conditions and our estimated holding periods. If such indicators of impairment are present and the carrying value exceeds the undiscounted cash flows of the community, an impairment loss is recognized equal to the excess of the carrying amount of the asset over its estimated fair value. Our estimates of fair value represent our best estimate based primarily upon unobservable inputs related to rental rates, operating costs, growth rates, discount rates, capitalization rates, industry trends and reference to market rates and transactions.

For long-lived assets to be disposed of, impairment losses are recognized when the fair value of the asset less estimated cost to sell is less than the carrying value of the asset. Properties classified as real estate held for disposition generally represent properties that are actively marketed or contracted for sale with the closing expected to occur within the next twelve months. Real estate held for disposition is carried at the lower of cost, net of accumulated depreciation, or fair value, less the cost to sell, determined on an asset-by-asset basis. Expenditures for ordinary repair and maintenance costs on held for disposition properties are charged to expense as incurred. Expenditures for improvements, renovations, and replacements related to held for disposition properties are capitalized at cost. Depreciation is not recorded on real estate held for disposition.

For the years ended December 31, 2020, 2019 and 2018, we did not record any impairments on our real estate properties.

Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets which are 30 to 55 years for buildings, 10 to 35 years for major improvements, and 3 to 10 years for furniture, fixtures, equipment, and other assets.

Predevelopment, development, and redevelopment projects and related costs are capitalized and reported on the Consolidated Balance Sheets as Total real estate owned, net of accumulated depreciation. The Company capitalizes costs directly related to the predevelopment, development, and redevelopment of a capital project, which include, but are not limited to, interest, real estate taxes, insurance, and allocated development and redevelopment overhead related to support costs for personnel working on the capital projects. We use our professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred. These costs are capitalized only during the period in which activities necessary to ready an asset for its intended use are in progress and such costs are incremental and identifiable to a specific activity to get the asset ready for its intended use. These costs, excluding the direct costs of development and redevelopment and capitalized interest, for the years ended December 31, 2020, 2019, and 2018 were $12.0 million, $8.4 million and $7.5 million, respectively. During the years ended December 31, 2020, 2019, and 2018, total interest capitalized was $7.0 million, $5.1 million and $10.6 million, respectively. As each home in a capital project is completed and becomes available for lease-up, the Company ceases capitalization on the related portion and depreciation commences over the estimated useful life.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, demand deposits with financial institutions and short-term, highly liquid investments. We consider all highly liquid investments with maturities of three months or less when

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DECEMBER 31, 2020

purchased to be cash equivalents. The majority of the Company’s cash and cash equivalents are held at major commercial banks.

Restricted Cash

Restricted cash primarily consists of escrow deposits held by lenders for real estate taxes, insurance and replacement reserves, and security deposits. 

Real Estate Sales Gain Recognition 

 

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

 

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

 

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

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

Allowance for Credit Losses

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

The Company measures credit losses of financial assets on a collective (pool) basis when similar risk characteristics exist. If the Company determines that a financial asset does not share risk characteristics with its other financial assets, the Company evaluates the financial asset for expected credit losses on an individual basis. Allowance for credit losses are recorded as a direct reduction from an asset’s amortized cost basis. Credit losses and recoveries are recorded in Interest income and other income/(expense), net on the Consolidated Statements of Operations. Recoveries of financial assets previously written off are recorded when received. For the year ended December 31, 2020, the Company recorded $0.7 million of credit losses on the Consolidated Statements of Operations.

The Company has made the optional election provided by the standard not to measure allowance for credit losses for accrued interest receivables as the Company writes off any uncollectible accrued interest receivables in a timely manner. The Company periodically evaluates the collectability of its accrued interest receivables. A write-off is

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

recorded when the Company concludes that all or a portion of its accrued interest receivable balance is no longer collectible.

Notes Receivable

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

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

The following table summarizes our Notes receivable, net as of December 31, 2020 and 2019 (dollars in thousands):

Interest rate at

Balance Outstanding

    

December 31, 

    

December 31, 

    

December 31, 

2020

2020

2019

Note due October 2020 (a)

 

8.00

%  

$

$

2,250

Note due February 2021 (b)

N/A

4,000

Note due May 2022 (c)

8.00

%

20,000

20,000

Note due October 2022 (d)

 

4.75

%  

115,000

115,000

Note due January 2023 (e)

10.00

%  

19,685

16,400

Notes Receivable

158,685

153,650

Allowance for credit losses

(693)

Total notes receivable, net

 

  

$

157,992

$

153,650

(a)In March 2020, the Company entered into a purchase agreement to acquire all of the unaffiliated third party’s intellectual property in exchange for cancellation of the secured note and accrued interest. All property acquired was recorded in Other assets on the Consolidated Balance Sheets.
(b)In May 2020, the Company entered into a promissory note with an unaffiliated third party with an aggregate commitment of $4.0 million, in connection with the sale of an operating community. No interest is due on the promissory note and the note matures in February 2021.

In January 2021, the unaffiliated third party repaid the $4.0 million promissory note.

(c)The Company has a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million, all of which has been funded. The note is secured by a parcel of land and related land improvements.

In September 2020, the developer defaulted on the loan. As a result of the default, the Company expects to take title to the property pursuant to a deed in lieu of foreclosure. At that time, the Company will reclassify the related balance as Real estate owned on the Consolidated Balance Sheet and anticipates recording a minor gain on extinguishment of the secured note based upon the property’s fair market value on the date of the title transfer.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

(d)The Company has a secured note with an unaffiliated third party with an aggregate commitment of $115.0 million, all of which has been funded. Interest payments are due when the loan matures. The note is secured by a first priority deed of trust on a 259 apartment home operating community in Bellevue, Washington, which was completed in 2020. When the note was funded, the Company also entered into a purchase option agreement and paid a deposit of $10.0 million, which gave the Company the option to acquire the community at a fixed price of $170.0 million. In August 2020, the Company exercised the purchase option. The purchase is expected to close in 2021. The deposit is generally nonrefundable other than due to a failure of closing conditions pursuant to the terms of the agreement. If the Company fails to close the purchase other than due to seller’s failure or other breaches in the purchase option agreement, per the terms of the agreement, the note will be modified to extend the maturity date to 10 years following the date the temporary certificate of occupancy was issued, which was July 2020. Upon modification, the loan would be interest only for the first three years and after such date payments will be based on a 30-year amortization schedule.
(e)The Company has a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million, of which $19.7 million has been funded, including $3.3 million funded during the year ended December 31, 2020. Interest payments are due monthly. The note matures at the earliest of the following: (a) the closing of any private or public capital raising in the amount of $5.0 million or greater; (b) an acquisition; (c) acceleration in the event of default; or (d) January 2023.

During 2020, the terms of this secured note were amended to increase the aggregate commitment from $16.4 million to $20.0 million, to extend the maturity date of the note to January 2023 and to provide that the April 2020 through July 2020 interest payments are deferred and paid when the note matures.

In January 2021, the terms of this secured note were amended to increase the aggregate commitment from $20.0 million to $22.0 million. Interest payments are due monthly and the maturity date of the note remains in January 2023.

The Company recognized $9.1 million, $5.5 million, and $4.1 million of interest income and zero, $8.5 million, and zero of promoted interest from notes receivable during the years ended December 31, 2020, 2019, and 2018, respectively, none of which was related party interest. Interest income and promoted interest are included in Interest income and other income/(expense), net on the Consolidated Statements of Operations.

Investment in Joint Ventures and Partnerships

We use the equity method to account for investments in joint ventures and partnerships that qualify as VIEs where we are not the primary beneficiary and other entities that we do not control or where we do not own a majority of the economic interest but have the ability to exercise significant influence over the operating and financial policies of the investee. Throughout these financial statements we use the term “joint venture” or “partnership” when referring to investments in entities in which we do not have a 100% ownership interest. The Company also uses the equity method when we function as the managing partner and our venture partner has substantive participating rights or where we can be replaced by our venture partner as managing partner without cause. For a joint venture or partnership accounted for under the equity method, our share of net earnings or losses is reflected as income/loss when earned/incurred and distributions are credited against our investment in the joint venture or partnership as received.

In determining whether a joint venture or partnership is a VIE, the Company considers: the form of our ownership interest and legal structure; the size of our investment; the financing structure of the entity, including necessity of subordinated debt; estimates of future cash flows; ours and our partner’s ability to participate in the decision making related to acquisitions, disposition, budgeting and financing of the entity; obligation to absorb losses and preferential returns; nature of our partner’s primary operations; and the degree, if any, of disproportionality between the economic and voting interests of the entity. As of December 31, 2020 and 2019, the Company did not determine any of our joint ventures or partnerships to be VIEs.

We evaluate our investments in unconsolidated joint ventures for events or changes in circumstances that indicate there may be an other-than-temporary decline in value. We consider various factors to determine if a decrease in the value of the investment is other-than-temporary. These factors include, but are not limited to, age of the venture, our intent and ability to retain our investment in the entity, the financial condition and long-term prospects of the entity, the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

fair value of the property of the joint venture, and the relationships with the other joint venture partners and its lenders. The amount of loss recognized is the excess of the investment’s carrying amount over its estimated fair value. If we believe that the decline in fair value is temporary, no impairment is recorded. The aforementioned factors are taken into consideration as a whole by management in determining the valuation of our equity method investments. Should the actual results differ from management’s judgment, the valuation could be negatively affected and may result in a negative impact to our Consolidated Financial Statements.

Derivative Financial Instruments

The Company utilizes derivative financial instruments to manage interest rate risk and generally designates these financial instruments as cash flow hedges. Derivative financial instruments are recorded on our Consolidated Balance Sheets as either an asset or liability and measured quarterly at their fair value. The changes in fair value for cash flow hedges that are deemed effective are reflected in other comprehensive income/(loss) and for non-designated derivative financial instruments in earnings. The ineffective component of cash flow hedges, if any, is recorded in earnings.

Redeemable Noncontrolling Interests in the Operating Partnership and DownREIT Partnership

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

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

Income Taxes

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

Income taxes for our TRS are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rate is recognized in earnings in the period of the enactment date. The Company’s deferred tax assets/(liabilities) are generally the result of differing depreciable lives on capitalized assets, temporary differences between book and tax basis of assets and liabilities and timing of expense recognition for certain accrued liabilities. As of December 31, 2020 and 2019, UDR’s net deferred tax asset/(liability) was $(3.2) million and $(1.6) million, respectively, and are recorded in Accounts payable, accrued expenses and other liabilities on the Consolidated Balance Sheets.

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

GAAP defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. GAAP also provides guidance on derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition. The Company recognizes its tax positions and evaluates them using a two-step process. First, UDR determines whether a tax position is more likely than not (greater than 50 percent probability) to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Second, the Company will determine the amount of benefit to recognize and record the amount that is more likely than not to be realized upon ultimate settlement.

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

UDR had no material unrecognized tax benefit, accrued interest or penalties at December 31, 2020. UDR and its subsidiaries are subject to federal income tax as well as income tax of various state and local jurisdictions. The tax years 2017 through 2019 remain open to examination by tax jurisdictions to which we are subject. When applicable, UDR recognizes interest and/or penalties related to uncertain tax positions in Tax (provision)/benefit, net on the Consolidated Statements of Operations.

Principles of Consolidation

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

Discontinued Operations

In accordance with GAAP, a discontinued operation represents (1) a component of an entity or group of components that has been disposed of or is classified as held for sale in a single transaction and represents a strategic shift that has or will have a major effect on an entity’s financial results, or (2) an acquired business that is classified as held for sale on the date of acquisition. A strategic shift could include a disposal of (1) a separate major line of business, (2) a separate major geographic area of operations, (3) a major equity method investment, or (4) other major parts of an entity.

We record sales of real estate that do not meet the definition of a discontinued operation in Gain/(loss) on sale of real estate owned on the Consolidated Statements of Operations.

Stock-Based Employee Compensation Plans

The Company measures the cost of employee services received in exchange for an award of an equity instrument based on the award’s fair value on the grant date and recognizes the cost as stock-based compensation expense over the period during which the employee is required to provide service in exchange for the award, which is generally the vesting period. For performance based awards, the Company remeasures the fair value based on the estimated achievement of the performance criteria each balance sheet date with adjustments made on a cumulative basis until the award is settled and the final compensation is known. Stock-based compensation expense is only recognized for performance based awards that we expect to vest, which we estimate based upon an assessment of the probability that the performance criteria will be achieved. Stock-based compensation expense associated with awards is updated for actual forfeitures. The fair value for market based awards issued by the Company is calculated utilizing a Monte Carlo simulation and the fair value for stock options issued by the Company is calculated utilizing the Black-Scholes-Merton formula. For further discussion, see Note 10, Employee Benefit Plans.

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

Advertising Costs

All advertising costs are expensed as incurred and reported on the Consolidated Statements of Operations within the line item Property operating and maintenance. During the years ended December 31, 2020, 2019, and 2018, total advertising expense was $7.9 million, $6.5 million, and $6.7 million, respectively.

Cost of Raising Capital

Costs incurred in connection with the issuance of equity securities are deducted from stockholders’ equity. Costs incurred in connection with the issuance or renewal of debt are recorded based on the terms of the debt issuance or renewal. Accordingly, if the terms of the renewed or modified debt instrument are deemed to be substantially different (i.e. a 10 percent or greater difference in the cash flows between instruments), all unamortized financing costs associated with the extinguished debt are charged to earnings in the current period and certain costs of new debt issuances are capitalized and amortized over the term of the debt. When the cash flows are not substantially different, the lender costs associated with the renewal or modification are capitalized and amortized into interest expense over the remaining term of the related debt instrument and other related costs are expensed. The balance of any unamortized financing costs associated with retired debt is expensed upon retirement. Deferred financing costs for new debt instruments include fees and costs incurred by the Company to obtain financing. Deferred financing costs are generally amortized on a straight-line basis, which approximates the effective interest method, over a period not to exceed the term of the related debt.

Comprehensive Income/(Loss)

Comprehensive income/(loss), which is defined as the change in equity during each period from transactions and other events and circumstances from nonowner sources, including all changes in equity during a period except for those resulting from investments by or distributions to stockholders, is displayed in the accompanying Consolidated Statements of Comprehensive Income/(Loss). For the years ended December 31, 2020, 2019, and 2018, the Company’s other comprehensive income/(loss) consisted of the gain/(loss) (effective portion) on derivative instruments that are designated as and qualify as cash flow hedges, (gain)/loss on derivative instruments reclassified from other comprehensive income/(loss) into earnings, and the allocation of other comprehensive income/(loss) to noncontrolling interests. The (gain)/loss on derivative instruments reclassified from other comprehensive income/(loss) is included in Interest expense on the Consolidated Statements of Operations. See Note 14, Derivatives and Hedging Activity, for further discussion. The allocation of other comprehensive income/(loss) to redeemable noncontrolling interests during the years ended December 31, 2020, 2019, and 2018 was $0.1 million, $(0.8) million, and $0.2 million, respectively.

Forward Sales Agreements

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

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

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

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

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

Impact of COVID-19 Pandemic

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

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

During the year ended December 31, 2020, the Company performed an analysis in accordance with the ASC 842, Leases, guidance to assess the collectibility of its operating lease receivables in light of the COVID-19 pandemic. This analysis included an assessment of collectibility of current and future rents and whether those lease payments were no longer probable of collection. In accordance with the leases guidance, if lease payments are no longer deemed to be probable over the life of the lease contract, we recognize revenue only when cash is received, and all existing contractual operating lease receivables and straight-line lease receivables are reserved.

As a result of its analysis, the Company reserved approximately $13.5 million of multifamily tenant lease receivables and approximately $6.0 million of retail tenant lease receivables (inclusive of $3.3 million of reserves on straight-line lease receivables) for its wholly-owned communities and communities held by joint ventures. In aggregate, the reserve is reflected as a $18.4 million reduction to Rental income and a $1.1 million reduction to Income/(loss) from unconsolidated entities on the Consolidated Statements of Operations for the year ended December 31, 2020. The impact to deferred leasing commissions was not material for the year ended December 31, 2020.

During the year ended December 31, 2020, the Company recorded an impairment charge of $3.1 million on its investment in equity securities of a non-core investment. The Company did not recognize any other adjustments to the carrying amounts of assets or asset impairment charges due to the COVID-19 pandemic for the year ended December 31, 2020.

Use of Estimates

The preparation of these financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates.

Market Concentration Risk

The Company is subject to increased exposure from economic and other competitive factors specific to markets where the Company holds a significant percentage of the carrying value of its real estate portfolio. At

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

December 31, 2020, the Company held greater than 10% of the carrying value of its real estate portfolio in each of the Orange County, California; Metropolitan D.C., New York, New York and Boston, Massachusetts markets.

3. REAL ESTATE OWNED

Real estate assets owned by the Company consist of income producing operating properties, properties under development, land held for future development, and held for disposition properties. As of December 31, 2020, the Company owned and consolidated 149 communities in 13 states plus the District of Columbia totaling 48,283 apartment homes. The following table summarizes the carrying amounts for our real estate owned (at cost) as of December 31, 2020 and 2019 (dollars in thousands):

    

December 31, 

    

December 31, 

2020

2019

Land

$

2,139,765

$

2,164,032

Depreciable property — held and used:

 

  

 

  

Land improvements

 

233,823

 

224,964

Building, improvements, and furniture, fixtures and equipment

 

10,292,782

 

10,102,758

Real estate intangible assets

40,570

40,570

Under development:

 

  

 

  

Land and land improvements

 

73,702

 

29,226

Building, improvements, and furniture, fixtures and equipment

 

174,175

 

40,551

Real estate held for disposition:

 

  

 

  

Land and land improvements

 

15,184

 

Building, improvements, and furniture, fixtures and equipment

 

101,471

 

Real estate owned

 

13,071,472

 

12,602,101

Accumulated depreciation (a)

 

(4,605,366)

 

(4,131,353)

Real estate owned, net

$

8,466,106

$

8,470,748

(a)Accumulated depreciation is inclusive of $5.8 million of accumulated amortization related to real estate intangible assets.

Acquisitions

In January 2020, the Company acquired a 294 apartment home operating community located in Tampa, Florida for approximately $85.2 million. The Company increased its real estate assets owned by approximately $83.1 million and recorded approximately $2.1 million of in-place lease intangibles.

In January 2020, the Company increased its ownership interest from 49% to 100% in a 276 apartment home operating community located in Hillsboro, Oregon, for a cash purchase price of approximately $21.6 million. In connection with the acquisition, the Company repaid approximately $35.6 million of joint venture construction financing. As a result, the Company consolidated the operating community. The Company had previously accounted for its 49% ownership interest as a preferred equity investment in an unconsolidated joint venture (see Note 5, Joint Ventures and Partnerships). The Company accounted for the consolidation as an asset acquisition resulting in no gain or loss upon consolidation and increased its real estate assets owned by approximately $67.8 million and recorded approximately $1.7 million of in-place lease intangibles.

In August 2020, the Company acquired a to-be-developed parcel of land located in King of Prussia, Pennsylvania for approximately $16.2 million.

In November 2020, the Company acquired a 672 apartment home operating community located in Tampa, Florida for approximately $122.5 million. The Company increased its real estate assets owned by approximately $119.4 million and recorded approximately $3.1 million of in-place lease intangibles.

In December 2020, the Company acquired a 400 apartment home operating community located in Herndon, Virginia for approximately $128.6 million. The Company increased its real estate assets owned by approximately $125.9 million and recorded approximately $2.7 million of in-place lease intangibles.

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

In January 2021, the Company acquired a 300 apartment home operating community located in Franklin, Massachusetts for approximately $77.4 million. In connection with the acquisition, the Company assumed a 4.39% fixed rate mortgage note payable secured by the community with an outstanding balance of approximately $51.8 million. The note is interest only until February 2024 and after such date payments will be based on a 30-year amortization schedule until its maturity in January 2029.

In January 2019, the Company increased its ownership interest from 49% to 100% in a 386 apartment home operating community located in Anaheim, California, for a cash purchase price of approximately $33.5 million. In connection with the acquisition, the Company repaid approximately $59.8 million of joint venture construction financing. As a result, the Company consolidated the operating community. The Company had previously accounted for its 49% ownership interest as an equity investment in an unconsolidated joint venture (see Note 5, Joint Ventures and Partnerships). The Company accounted for the consolidation as an asset acquisition resulting in no gain upon consolidation and increased its real estate assets owned by approximately $115.7 million and recorded approximately $2.4 million of in-place lease intangibles.

In January 2019, the Company increased its ownership interest from 49% to 100% in a 155 apartment home operating community located in Seattle, Washington, for a cash purchase price of approximately $20.0 million. In connection with the acquisition, the Company repaid approximately $26.0 million of joint venture construction financing. As a result, the Company consolidated the operating community. The Company had previously accounted for its 49% ownership interest as a preferred equity investment in an unconsolidated joint venture (see Note 5, Joint Ventures and Partnerships). The Company accounted for the consolidation as an asset acquisition resulting in no gain upon consolidation and increased its real estate assets owned by approximately $58.1 million and recorded approximately $2.4 million of real estate intangibles and approximately $0.6 million of in-place lease intangibles.

In January 2019, the Company acquired a to-be-developed parcel of land located in Washington D.C. for approximately $27.1 million.

In February 2019, the Company acquired a to-be-developed parcel of land located in Denver, Colorado for approximately $13.7 million.

In February 2019, the Company acquired a 188 apartment home operating community located in Brooklyn, New York for approximately $132.1 million. The Company increased its real estate assets owned by approximately $97.5 million and recorded approximately $33.6 million of real estate intangibles and approximately $1.0 million of in-place lease intangibles.

In February 2019, the Company acquired a 381 apartment home operating community located in St. Petersburg, Florida for approximately $98.3 million. The Company increased its real estate assets owned by approximately $96.0 million and recorded approximately $2.3 million of in-place lease intangibles.

In April 2019, the Company acquired a 498 apartment home operating community located in Towson, Maryland for approximately $86.4 million. The Company increased its real estate assets owned by approximately $82.5 million and recorded approximately $3.9 million of in-place lease intangibles.

In May 2019, the Company acquired a 313 apartment home operating community located in King of Prussia, Pennsylvania for approximately $107.3 million. The Company increased its real estate assets owned by approximately $106.4 million and recorded approximately $0.9 million of in-place lease intangibles.

In May 2019, the Company acquired a 240 apartment home operating community located in St. Petersburg, Florida for approximately $49.4 million. The Company increased its real estate assets owned by approximately $48.2 million and recorded approximately $1.2 million of in-place lease intangibles.

In June 2019, the Company acquired a 200 apartment home operating community located in Waltham, Massachusetts for approximately $84.6 million. The Company increased its real estate assets owned by approximately $82.6 million and recorded approximately $2.0 million of in-place lease intangibles.

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

In August 2019, the Company acquired a 914 apartment home operating community located in Norwood, Massachusetts for approximately $270.2 million. The Company increased its real estate assets owned by approximately $260.1 million and recorded approximately $10.1 million of in-place lease intangibles.

In August 2019, the Company acquired a 185 apartment home operating community located in Englewood, New Jersey for approximately $83.6 million. The Company increased its real estate assets owned by approximately $77.5 million and recorded approximately $4.6 million of real estate intangibles and approximately $1.5 million of in-place lease intangibles.

In August 2019, the Company purchased a 292 apartment home operating community in Washington, D.C., directly from the UDR/KFH joint venture, thereby increasing its ownership interest from 30% to 100%, for a purchase price at 100% of approximately $184.0 million, before $2.8 million of closing costs incurred by UDR at acquisition (see Note 5, Joint Ventures and Partnerships). The Company accounted for the consolidation as an asset acquisition, resulting in no gain upon consolidation, and increased its real estate assets owned by approximately $156.0 million and recorded approximately $5.9 million of in-place lease intangibles.

In November 2019, the Company acquired the approximately 50% ownership interest not previously owned in 10 UDR/MetLife operating communities, one development community and four land parcels valued at $1.1 billion, or $564.2 million at UDR’s share, and sold its approximately 50% ownership interest in five UDR/MetLife operating communities valued at $645.8 million, or $322.9 million at UDR’s share, to MetLife, and recognized a net gain on sale of $114.9 million at our share. The Company paid $109.2 million directly to MetLife to complete the transaction. As a result, the Company consolidated the 10 operating communities, one development community and four land parcels, and they are no longer accounted for as equity method investments in an unconsolidated joint venture (see Note 5, Joint Ventures and Partnerships). The Company accounted for the consolidation as an asset acquisition resulting in no gain upon consolidation and increased its real estate assets owned by approximately $977.8 million and recorded approximately $30.0 million of in-place lease intangibles. In connection with the acquisition, the Company assumed six secured fixed rate mortgage notes payable and one credit facility secured by four communities with a combined outstanding balance of $518.4 million and estimated fair value of $551.8 million. The Company recorded the debt at its fair value in Secured debt, net on the Consolidated Balance Sheets.

The following table summarizes the 10 communities, one development community and four land parcels acquired from the UDR/MetLife II and the UDR/MetLife Vitruvian Park® joint ventures:

Property

Type

Number of Homes

Location

Strata

Operating Community

163

San Diego, CA

Crescent Falls Church

Operating Community

214

Washington, D.C.

Charles River Landing

Operating Community

350

Boston, MA

Lodge at Ames Pond

Operating Community

364

Boston, MA

Lenox Farms

Operating Community

338

Boston, MA

Towson Promenade

Operating Community

379

Baltimore, MD

Savoye

Operating Community

394

Addison, TX

Savoye2

Operating Community

351

Addison, TX

Fiori on Vitruvian Park ®

Operating Community

391

Addison, TX

Vitruvian West

Operating Community

383

Addison, TX

Vitruvian West Phase 2 (a)

Development Community

366

Addison, TX

Vitruvian Park ®

4 Land Parcels

N/A

Addison, TX

(a)The number of apartment homes for the community under development presented in the table above is based on the projected number of total homes upon completion of development. As of December 31, 2019, no apartment homes had been completed.

During the year ended December 31, 2018, the Company did not have any acquisitions of real estate.

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

Dispositions

In May 2020, the Company sold an operating community located in Bellevue, Washington with a total of 71 apartment homes for gross proceeds of $49.7 million, resulting in a gain of approximately $29.6 million. The sale was partially financed by the Company through the issuance of a promissory note totaling $4.0 million which was repaid in January 2021. (See Note 2, Significant Accounting Policies for further discussion.) The proceeds were designated for a tax-deferred Section 1031 exchange that were used to pay a portion of the purchase price for an acquisition of an operating community in Tampa, Florida, in January 2020.

In May 2020, the Company sold an operating community located in Kirkland, Washington with a total of 196 apartment homes for gross proceeds of $92.9 million, resulting in a gain of approximately $31.7 million.

In October 2020, the Company sold an operating community located in Alexandria, Virginia with a total of 332 apartment homes for gross proceeds of $145.0 million, resulting in a gain of approximately $58.0 million. The proceeds were designated for a tax-deferred Section 1031 exchange and were used to pay a portion of the purchase price for acquisitions in November and December 2020.

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

In June 2019, the Company sold a parcel of land located in Los Angeles, California for $38.0 million, resulting in a gain of approximately $5.3 million. Prior to the sale, the parcel of land was subject to a ground lease, under which UDR was the lessor, scheduled to expire in 2065. The ground lease included a purchase option for the lessee to acquire the land during specific periods of the ground lease term. During the second quarter of 2019, the lessee exercised the purchase option resulting in this sale by the Company and the ground lease being terminated.

Prior to the sale, the purchase option was not deemed to be a bargain purchase option. This ground lease existed as of the adoption of the new lease accounting guidance on January 1, 2019 and we did not reassess lease classification per the practical expedient provided by the standard. As a result, this ground lease continued to be classified as an operating lease and the land parcel subject to the ground lease continued to be recognized in Real estate held for investment on our Consolidated Balance Sheets until the sale in June 2019.

In February 2018, the Company sold an operating community in Orange County, California with a total of 264 apartment homes for gross proceeds of $90.5 million, resulting in a gain of $70.3 million. The proceeds were designated for a tax-deferred Section 1031 exchange that were used to pay a portion of the purchase price for an acquisition in October 2017.

In December 2018, the Company sold an operating community in Fairfax, Virginia with a total of 604 apartment homes for gross proceeds of $160.0 million, resulting in a gain of $65.9 million.

Developments

At December 31, 2020, the Company was developing five wholly-owned communities totaling 1,378 homes, 202 of which have been completed, in which we have an investment of $247.9 million. The communities are estimated to be completed between the first quarter of 2021 and the second quarter of 2023.

Other Activity

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

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

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

Amortization of Intangible Assets

The following table provides a summary of the aggregate amortization for the intangible assets acquired in the acquisition of real estate for each of the next five years and thereafter (in thousands):

Unamortized Balance as of December 31, 2020

2021

2022

2023

2024

2025

Thereafter

Real estate intangible assets, net (a)

$

34,782

$

2,840

$

2,740

$

2,643

$

2,525

$

2,436

$

21,598

In-place lease intangible assets, net (b)

2,631

553

518

403

375

318

464

Total

$

37,413

$

3,393

$

3,258

$

3,046

$

2,900

$

2,754

$

22,062

(a)Real estate intangible assets, net is recorded net of accumulated amortization of $5.8 million in Real estate held for investment, net on the Consolidated Balance Sheets. For the year ended December 31, 2020, $3.1 million of amortization expense was recorded in Depreciation and Amortization on the Consolidated Statement of Operations.

(b)In-place lease intangible assets, net is recorded net of accumulated amortization of $6.0 million in Other assets on the Consolidated Balance Sheets. For the year ended December 31, 2020, $46.1 million was recorded in Depreciation and Amortization on the Consolidated Statement of Operations.

4. VARIABLE INTEREST ENTITIES

The Company has determined that the Operating Partnership and DownREIT Partnership are VIEs as the limited partners lack substantive kick-out rights and substantive participating rights. The Company has concluded that it is the primary beneficiary of, and therefore consolidates, the Operating Partnership and DownREIT Partnership based on its role as the sole general partner of the Operating Partnership and DownREIT Partnership. The Company’s role as community manager and its equity interests give us the power to direct the activities that most significantly impact the economic performance and the obligation to absorb potentially significant losses or the right to receive potentially significant benefits of the Operating Partnership and DownREIT Partnership.

See the consolidated financial statements of the Operating Partnership presented within this Report and Note 4, Unconsolidated Entities, to the Operating Partnership’s consolidated financial statements for condensed summarized financial information of the DownREIT Partnership.

5. JOINT VENTURES AND PARTNERSHIPS

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

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

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

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

The following table summarizes the Company’s investment in and advances to unconsolidated joint ventures and partnerships, net, which are accounted for under the equity method of accounting as of December 31, 2020 and 2019 (dollars in thousands):

Number of

Number of

Operating

Apartment

 

Communities

Homes

Investment at

UDR’s Ownership Interest

Income/(loss) from investments

  

Location of

  

December 31, 

  

December 31, 

  

December 31, 

  

December 31, 

December 31, 

  

December 31, 

 

Year Ended December 31, 

Joint Venture

  

Properties

  

2020

    

2020

  

2020

  

2019

2020

  

2019

 

2020

    

2019

    

2018

Operating:

  

  

  

  

  

  

  

 

UDR/MetLife I

Los Angeles, CA

1

150

$

26,426

$

28,812

50.0

%  

50.0

%

$

(2,639)

$

(2,108)

$

(2,750)

UDR/MetLife II

 

Various

 

7

 

1,250

 

151,353

 

150,893

50.0

%  

50.0

%

(1,044)

117,574

2,954

Other UDR/MetLife Joint Ventures (h)

 

Various

 

5

 

1,437

 

82,072

 

98,441

50.6

%  

50.6

%

(10,444)

(6,349)

(7,639)

West Coast Development Joint Ventures (c)

Los Angeles, CA

1

293

30,080

34,907

47.0

%

47.0

%

(325)

(993)

(237)

Sold Joint Ventures

%

%

6,123

(7,694)

Investment in and advances to unconsolidated joint ventures, net, before preferred equity investments and other investments

 

  

$

289,931

$

313,053

  

 

  

$

(14,452)

$

114,247

$

(15,366)

Investment at

Income/(loss) from investments

Developer Capital Program

  

  

  

Years To

UDR

  

December 31, 

  

December 31, 

Year Ended December 31, 

and Other Investments (a)

  

Location

  

Rate

  

Maturity

Commitment (b)

  

2020

  

2019

    

2020

    

2019

    

2018

Preferred equity investments:

 

  

 

  

 

  

 

  

 

  

  

  

West Coast Development Joint Ventures (c)

 

Hillsboro, OR

 

6.5

%

N/A

$

$

$

17,064

$

(46)

$

(447)

$

865

1532 Harrison

San Francisco, CA

11.0

%

1.5

24,645

34,135

30,585

3,519

3,147

2,228

1200 Broadway (d)

Nashville, TN

8.0

%

1.7

55,558

69,330

63,958

5,309

4,888

2,970

Junction

Santa Monica, CA

12.0

%

1.6

8,800

11,699

10,379

1,321

1,169

406

1300 Fairmount (d)

Philadelphia, PA

Variable

2.6

51,393

59,544

51,215

4,843

3,098

159

Essex

Orlando, FL

12.5

%

2.6

12,886

16,770

14,804

1,965

1,639

258

Modera Lake Merritt (d)

Oakland, CA

9.0

%

3.2

27,250

30,928

22,653

2,592

1,067

Thousand Oaks (e)

Thousand Oaks, CA

9.0

%

4.1

20,059

17,919

763

Vernon Boulevard (f)

Queens, NY

13.0

%

4.5

40,000

42,360

2,348

Other investments:

The Portals (g)

Washington, D.C.

11.0

%

N/A

48,181

5,745

5,012

3,692

Other investment ventures

N/A

N/A

N/A

$

34,500

22,870

13,598

4,937

4,053

(267)

Total Preferred Equity Investments and Other Investments

305,555

272,437

33,296

23,626

10,311

Total Joint Ventures and Developer Capital Program Investments, net (h)

$

595,486

$

585,490

$

18,844

$

137,873

$

(5,055)

(a)The Developer Capital Program is the program through which the Company makes investments, including preferred equity investments, mezzanine loans or other structured investments that may receive a fixed yield on the investment and may include provisions pursuant to which the Company participates in the increase in value of the property upon monetization of the applicable property and/or holds fixed price purchase options.
(b)Represents UDR’s maximum funding commitment only and therefore excludes other activity such as income from investments.
(c)In January 2020, the Company increased its ownership interest from 49% to 100% in a 276 apartment home operating community located in Hillsboro, Oregon, for a cash purchase price of approximately $21.6 million. As a result, in January 2020, the Company consolidated the operating community and it is no longer accounted for as a preferred equity investment in an unconsolidated joint venture (see Note 3, Real Estate Owned).

In January 2021, the joint venture sold its remaining community, a 293 home operating community in Los Angeles, California, for a sales price of approximately $121.0 million. As a result, the Company will record a gain on the sale of approximately $2.5 million in the first quarter of 2021.

(d)The Company’s preferred equity investment receives a variable percentage of the value created from the project upon a capital or liquidating event.
(e)In February 2020, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 142 apartment home community in Thousand Oaks, CA. The Company’s preferred equity

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

investment of up to $20.1 million earns a preferred return of 9.0% per annum and receives a variable percentage of the value created from the project upon a capital or liquidating event. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and, therefore, accounts for it under the equity method of accounting.
(f)In July 2020, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 534 apartment home community in Queens, New York. The Company’s preferred equity investment of $40.0 million earns a preferred return of 13.0% per annum and receives a variable percentage of the value created from the project upon a capital or liquidating event. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting.
(g)The Company previously entered into a joint venture agreement with an unaffiliated joint venture partner. The joint venture made a mezzanine loan to a third-party developer of a 373-apartment home community in Washington, D.C. In December 2020, the mezzanine loan was paid in full and the Company redeemed its investment. The Company received cash of $53.7 million, consisting of its investment of $38.6 million and contractually accrued interest of $15.1 million.
(h)As of December 31, 2020 and 2019, the Company’s negative investment in 13th and Market Properties LLC of $4.7 million and $2.8 million, respectively, is included in Other UDR/MetLife Joint Ventures in the table above and recorded in Accounts payable, accrued expenses, and other liabilities on the Consolidated Balance Sheet.

In January 2021, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 356 apartment home community in Herndon, Virginia. The Company’s preferred equity investment of $30.2 million earns a preferred return of 9.0% per annum and receives a variable percentage of the value created from the project upon a capital or liquidating event. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting.

As of December 31, 2020 and 2019, the Company had deferred fees of $8.4 million and $9.0 million, respectively, which will be recognized through earnings over the weighted average life of the related properties, upon the disposition of the properties to a third party, or upon completion of certain development obligations.

The Company recognized management fees of $5.1 million, $14.0 million, and $11.6 million during the years ended December 31, 2020, 2019, and 2018, respectively, for management of the communities held by the joint ventures and partnerships. The management fees are included in Joint venture management and other fees on the Consolidated Statements of Operations.

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

We consider various factors to determine if a decrease in the value of our Investment in and advances to unconsolidated joint ventures, net is other-than-temporary. These factors include, but are not limited to, age of the venture, our intent and ability to retain our investment in the entity, the financial condition and long-term prospects of the entity, and the relationships with the other joint venture partners and its lenders. Based on the significance of the unobservable inputs, we classify these fair value measurements within Level 3 of the valuation hierarchy. The Company did not incur any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures during the years ended December 31, 2020, 2019, and 2018.

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Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

Condensed summary financial information relating to the unconsolidated joint ventures’ and partnerships’ operations (not just our proportionate share), is presented below for the years ended December 31, 2020, 2019, and 2018 (dollars in thousands):

    

    

Developer

    

Other

West Coast

Total

Capital Program

 

As of and For the

UDR/

UDR/

UDR/MetLife

Development

Excluding

and Other

 

Year Ended December 31, 2020

MetLife I

MetLife II

Joint Ventures

Joint Ventures

DCP

Investments

Total

Condensed Statements of Operations:

  

  

  

  

  

Total revenues

$

9,480

$

56,274

$

57,781

$

8,668

$

132,203

$

16,189

$

148,392

Property operating expenses

 

4,978

 

21,951

 

22,870

 

4,477

 

54,276

 

8,232

 

62,508

Real estate depreciation and amortization

 

5,980

 

18,912

 

35,454

 

3,338

 

63,684

 

3,495

 

67,179

Operating income/(loss)

 

(1,478)

 

15,411

 

(543)

 

853

 

14,243

 

4,462

 

18,705

Interest expense

 

(3,075)

 

(15,386)

 

(17,457)

 

(1,344)

 

(37,262)

 

(3,121)

 

(40,383)

Other income/(loss)

 

 

204

 

 

63

 

267

 

35

 

302

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

36,141

36,141

Net income/(loss)

$

(4,553)

$

229

$

(18,000)

$

(428)

$

(22,752)

$

37,517

$

14,765

Condensed Balance Sheets:

 

  

 

  

 

  

 

 

  

 

 

  

Total real estate, net

$

114,192

$

650,593

$

589,822

$

$

1,354,607

$

550,198

$

1,904,805

Real estate assets held for sale

88,458

88,458

88,458

Cash and cash equivalents

 

2,585

 

4,369

 

7,049

 

 

14,003

 

8,275

 

22,278

Other assets

 

1,622

 

14,133

 

6,214

 

 

21,969

 

128,925

 

150,894

Total assets

 

118,399

 

669,095

 

603,085

 

88,458

 

1,479,037

 

687,398

 

2,166,435

Third party debt, net

 

70,946

 

416,364

 

454,153

 

 

941,463

 

247,247

 

1,188,710

Liabilities held for sale

55,440

55,440

55,440

Accounts payable and accrued liabilities

 

3,507

 

6,764

 

8,593

 

 

18,864

 

21,692

 

40,556

Total liabilities

 

74,453

 

423,128

 

462,746

 

55,440

 

1,015,767

 

268,939

 

1,284,706

Total equity

$

43,946

$

245,967

$

140,339

$

33,018

$

463,270

$

418,459

$

881,729

Developer

Other

West Coast

Total

Capital Program

 

As of and For the

UDR/

UDR/

UDR/MetLife

Development

Excluding

and Other

 

Year Ended December 31, 2019

MetLife I

MetLife II

Joint Ventures

Joint Ventures

DCP

Investments

Total

Condensed Statements of Operations:

  

  

  

  

Total revenues

$

9,834

$

151,226

$

102,888

$

14,058

$

278,006

$

11,242

$

289,248

Property operating expenses

 

4,533

 

54,445

 

39,542

 

6,829

105,349

3,432

 

108,781

Real estate depreciation and amortization

 

5,787

 

44,077

 

50,579

 

5,440

105,883

 

105,883

Gain/(loss) on sale of real estate (a)

115,516

115,516

115,516

Operating income/(loss)

 

(486)

 

52,704

 

128,283

 

1,789

 

182,290

 

7,810

 

190,100

Interest expense

 

(3,070)

 

(44,825)

 

(27,647)

 

(4,656)

(80,198)

 

(80,198)

Net gain/(loss) on revaluation of assets and liabilities (b)

458,195

25,711

483,906

483,906

Other income/(loss)

 

 

 

 

159

159

(68)

 

91

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

26,417

26,417

Net income/(loss)

$

(3,556)

$

466,074

$

126,347

$

(2,708)

$

586,157

$

34,159

$

620,316

Condensed Balance Sheets:

 

  

 

  

 

  

 

 

  

Total real estate, net

$

120,055

$

663,492

$

621,335

$

140,224

$

1,545,106

$

355,975

$

1,901,081

Cash and cash equivalents

 

2,317

 

4,208

 

7,973

 

5,692

20,190

9,633

 

29,823

Other assets

 

1,053

 

9,777

 

5,400

 

1,305

17,535

155,406

 

172,941

Total assets

 

123,425

 

677,477

 

634,708

 

147,221

 

1,582,831

 

521,014

 

2,103,845

Third party debt, net

 

70,890

 

425,303

 

454,972

 

90,498

1,041,663

106,385

 

1,148,048

Accounts payable and accrued liabilities

 

4,037

 

9,303

 

9,757

 

3,440

26,537

28,577

 

55,114

Total liabilities

 

74,927

 

434,606

 

464,729

 

93,938

 

1,068,200

 

134,962

 

1,203,162

Total equity

$

48,498

$

242,871

$

169,979

$

53,283

$

514,631

$

386,052

$

900,683

(a)

Represent the gains on the sale of three operating communities at the UDR/KFH joint venture level.

(b)

Represent the net gains on the revaluation of the assets and liabilities to fair value of 15 operating communities at the UDR/MetLife II joint venture level and one development community and four land parcels at the UDR/MetLife Vitruvian Park® joint venture level prior to their distribution to the Company or MetLife in November 2019. The

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

net gain on revaluation of assets and liabilities to fair value was recognized at the joint venture level as the respective joint ventures distributed their equity interests in the real estate to the Company or MetLife at fair value.

For the approximately 50% ownership interest acquired in the 10 operating communities, one development community and four land parcels described above, the Company deferred its share of the net gain on revaluation of approximately $131.5 million and recorded it as a reduction of the carrying amount of real estate owned. (see Note 3, Real Estate Owned). For the 50% ownership interest acquired in the five communities by MetLife, the Company recognized a net gain on sale of $114.9 million at our share, when the communities were disposed of by the UDR/MetLife II joint venture.

    

    

    

Developer

UDR/

Other

West Coast

Total

Capital Program

 

MetLife

For the

UDR/

UDR/

UDR/MetLife

Development

Excluding

and Other

 

Vitruvian

Year Ended December 31, 2018

MetLife I

MetLife II

Joint Ventures

Joint Ventures

DCP

Investments

Total

Park®

Condensed Statements of Operations:

  

  

  

  

  

Total revenues

$

3,187

$

158,738

$

108,766

$

16,392

$

287,083

$

5,977

$

293,060

$

26,096

Property operating expenses

 

3,066

 

56,403

 

44,048

 

8,830

 

112,347

 

1,789

 

114,136

 

13,732

Real estate depreciation and amortization

 

3,392

 

44,721

 

59,419

 

7,679

 

115,211

 

 

115,211

 

9,495

Operating income/(loss)

 

(3,271)

 

57,614

 

5,299

 

(117)

 

59,525

 

4,188

 

63,713

 

2,869

Interest expense

 

(1,872)

 

(49,118)

 

(30,198)

 

(6,175)

 

(87,363)

 

 

(87,363)

 

(6,051)

Other income/(loss)

148

148

148

Net income/(loss)

$

(5,143)

$

8,496

$

(24,899)

$

(6,144)

$

(27,690)

$

4,188

$

(23,502)

$

(3,182)

6. LEASES

Lessee - Ground and Office Leases

UDR owns six communities that are subject to ground leases, under which UDR is the lessee, expiring between 2043 and 2103, inclusive of extension options we are reasonably certain will be exercised. All of these leases are classified as operating leases through the lease term expiration based on our election of the practical expedient provided by the leasing standard. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the remaining lease term. We currently do not hold any finance leases. The Company also elected the short-term lease exception provided by the leasing standard and therefore only recognizes right-of-use assets and lease liabilities for leases with a term greater than one year. No leases qualified for the short-term lease exception during the years ended December 31, 2020 and 2019.

As of December 31, 2020 and 2019, the Operating lease right-of-use assets were $200.9 million and $204.2 million, respectively, and the Operating lease liabilities were $195.6 million and $198.6 million, respectively, on our Consolidated Balance Sheet related to our ground leases. The value of the Operating lease right-of-use assets exceeds the value of the Operating lease liabilities due to prepaid lease payments and intangible assets for ground leases acquired in the purchase of real estate. The calculation of these amounts includes minimum lease payments over the remaining lease term (described further in the table below). Variable lease payments are excluded from the right-of-use assets and lease liabilities and are recognized in earnings in the period in which the obligation for those payments is incurred.

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

The weighted average remaining lease term for these leases was 43.9 years and 44.7 years at December 31, 2020 and 2019, respectively, and the weighted average discount rate was 5.0% at both December 31, 2020 and 2019.

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

Future minimum lease payments and total operating lease liabilities from our ground leases as of December 31, 2020 are as follows (dollars in thousands):

Ground Leases

2021

$

12,442

2022

12,442

2023

12,442

2024

12,442

2025

12,442

Thereafter

442,778

Total future minimum lease payments (undiscounted)

504,988

Difference between future undiscounted cash flows and discounted cash flows

(309,396)

Total operating lease liabilities (discounted)

$

195,592

For purposes of recognizing our ground lease contracts, the Company uses the minimum lease payments, if stated in the agreement. For ground lease agreements where there is a rent reset provision based on a change in an index or a rate (i.e., changes in fair market rental rates or changes in the consumer price index) but that does not include a specified minimum lease payment, the Company uses the current rent over the remainder of the lease term. If there is a contingency upon which some or all of the variable lease payments that will be paid over the remainder of the lease term are based, which is resolved such that those payments now meet the definition of lease payments, the Company will remeasure the right-of-use asset and lease liability on the reset date. For the year ended December 31, 2019, Operating lease right-of-use assets and Operating lease liabilities increased by $111.1 million due to future minimum payments on two of our ground leases becoming fixed for the remainder of their terms.

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

Year Ended December 31, 

2020

2019

Lease expense:

Contractual lease expense

$

12,821

$

8,272

Variable lease expense (a)

119

664

Total operating lease expense (b)(c)

$

12,940

$

8,936

(a)Variable lease expense includes adjustments such as changes in the consumer price index and payments based on a percentage of income of the lessee.
(b)Lease expense is reported within the line item Other operating expenses on the Consolidated Statements of Operations.
(c)For the year ended December 31, 2020, Operating lease right-of-use assets and Operating lease liabilities amortized by $3.3 million and $3.0 million, respectively, and for the year ended December 31, 2019, Operating lease right-of-use assets and Operating lease liabilities amortized by $1.2 million and $0.8 million, respectively. Due to the net impact of the amortization, the Company recorded $0.3 million and $0.4 million of total operating lease expense during the year ended December 31, 2020 and 2019, respectively.

Lessor - Apartment Home, Retail and Commercial Space Leases

UDR’s communities and retail and commercial space are leased to tenants under operating leases. As of December 31, 2020, our apartment home leases generally have initial terms of 12 months or less and represent approximately 97.3% of our total lease revenue. As of December 31, 2020, our retail and commercial space leases generally have initial terms of between 5 and 15 years and represent approximately 2.7% of our total lease revenue. Our apartment home leases are generally renewable at the end of the lease term, subject to potential increases in rental rates, and our retail and commercial space leases generally have renewal options, subject to associated increases in rental rates due to market-based or fixed-price renewal options and certain other conditions. (See Note 16, Reportable Segments for further discussion around our major revenue streams and disaggregation of our revenue.)

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Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

We previously owned a parcel of land subject to a ground lease under which UDR was the lessor, expiring in 2065. The ground lease included a purchase option for the lessee to acquire the land during specific periods of the ground lease term. In June 2019, the lessee exercised the purchase option and acquired the parcel of land for $38.0 million. (See Note 3, Real Estate Owned for further discussion.)

Future minimum lease payments from our retail and commercial leases as of December 31, 2020 are as follows (dollars in thousands):

Retail and Commercial Leases

2021

$

23,970

2022

22,749

2023

20,855

2024

19,132

2025

15,972

Thereafter

70,396

Total future minimum lease payments (a)

$

173,074

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

Certain of our leases with retail and commercial tenants provide for the payment by the lessee of additional variable rent based on a percentage of the tenant’s revenue. The amounts shown in the table above do not include these variable percentage rents. The Company recorded variable percentage rents of $0.2 million and $0.4 million during the years ended December 31, 2020 and 2019, respectively.

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

7. SECURED AND UNSECURED DEBT, NET

The following is a summary of our secured and unsecured debt at December 31, 2020 and 2019 (dollars in thousands):

Principal Outstanding

As of December 31, 2020

Weighted

Weighted

Average

Average

Number of

December 31, 

December 31, 

Interest

Years to

Communities

    

2020

    

2019

    

Rate

    

Maturity

    

Encumbered

Secured Debt:

  

  

  

  

  

Fixed Rate Debt

 

  

 

  

 

  

 

  

 

  

Mortgage notes payable (a)

$

824,550

$

884,869

 

3.31

%  

7.2

 

11

Credit facilities (b)

 

 

204,590

 

%  

 

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

 

10,665

 

33,046

 

  

 

  

 

  

Total fixed rate secured debt, net

 

835,215

 

1,122,505

 

3.31

%  

7.2

 

11

Variable Rate Debt

 

  

 

  

 

  

 

  

 

  

Tax-exempt secured notes payable (c)

 

27,000

 

27,000

 

0.84

%  

11.2

 

1

Deferred financing costs

 

(68)

 

(64)

 

  

 

  

 

  

Total variable rate secured debt, net

 

26,932

 

26,936

 

0.84

%  

11.2

 

1

Total Secured Debt, net

 

862,147

 

1,149,441

 

3.23

%  

7.3

 

12

Unsecured Debt:

 

  

 

  

 

  

 

  

 

  

Variable Rate Debt

 

  

 

  

 

  

 

  

 

  

Borrowings outstanding under unsecured credit facility due January 2023 (d) (p)

 

 

 

%  

2.1

 

  

Borrowings outstanding under unsecured commercial paper program due January 2021 (e) (p)

190,000

300,000

0.27

%  

0.1

Borrowings outstanding under unsecured working capital credit facility due January 2022 (f)

 

28,024

 

16,583

 

0.97

%  

1.0

 

  

Term Loan due September 2023 (d) (p)

 

35,000

 

35,000

 

1.05

%  

2.8

 

  

Fixed Rate Debt

 

  

 

  

 

  

 

  

 

  

Term Loan due September 2023 (d) (p)

315,000

 

315,000

 

2.55

%  

2.8

3.75% Medium-Term Notes due July 2024 (net of discounts of $0 and $470, respectively) (g) (p)

 

 

299,530

 

%  

 

  

8.50% Debentures due September 2024

 

15,644

 

15,644

 

8.50

%  

3.7

 

  

4.00% Medium-Term Notes due October 2025 (net of discounts of $327 and $396, respectively) (h) (p)

 

299,673

 

299,604

 

4.53

%  

4.8

 

  

2.95% Medium-Term Notes due September 2026 (i) (p)

 

300,000

 

300,000

 

2.89

%  

5.7

 

  

3.50% Medium-Term Notes due July 2027 (net of discounts of $458 and $529, respectively) (p)

299,542

299,471

3.50

%  

6.5

3.50% Medium-Term Notes due January 2028 (net of discounts of $835 and $954, respectively) (p)

299,165

299,046

3.50

%  

7.0

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

299,995

299,995

4.27

%  

8.1

3.20% Medium-Term Notes due January 2030 (net of premiums of $12,412 and $2,281, respectively) (k) (p)

612,412

402,281

3.32

%  

9.0

3.00% Medium-Term Notes due August 2031 (net of discounts of $1,027 and $1,123, respectively) (l) (p)

398,973

398,877

3.01

%  

10.6

2.10% Medium-Term Notes due August 2032 (net of discounts of $408 and $0, respectively) (m) (p)

399,592

2.10

%  

11.6

1.90% Medium-Term Notes due March 2033 (net of discounts of $1,471 and $0, respectively) (n) (p)

348,529

1.90

%  

12.2

3.10% Medium-Term Notes due November 2034 (net of discounts of $1,221 and $1,309, respectively) (o) (p)

298,779

298,691

3.13

%  

13.8

Other

 

10

 

13

 

  

 

  

 

  

Deferred financing costs

 

(25,937)

 

(21,652)

 

  

 

  

 

  

Total Unsecured Debt, net

 

4,114,401

 

3,558,083

 

2.98

%  

8.1

 

  

Total Debt, net

$

4,976,548

$

4,707,524

 

2.91

%  

8.0

 

  

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Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

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

Our secured debt instruments generally feature either monthly interest and principal or monthly interest-only payments with balloon payments due at maturity. As of December 31, 2020, secured debt encumbered $1.4 billion or 10.6% of UDR’s total real estate owned based upon gross book value ($11.7 billion or 89.4% of UDR’s real estate owned based on gross book value is unencumbered).

(a) At December 31, 2020, fixed rate mortgage notes payable are generally due in monthly installments of principal and interest and mature at various dates from July 2024 through February 2031 and carry interest rates ranging from 2.62% to 4.12%.

In July 2020, the Company refinanced a 4.35% fixed rate mortgage note payable due in November 2020 with a balance of $79.3 million with a $160.9 million, 2.62% fixed rate mortgage note payable due in 2031. The Company incurred net extinguishment costs of $0.5 million in connection with the refinancing. The incremental proceeds were used to reduce the Company’s borrowings under its unsecured commercial paper program.

During the years ended December 31, 2020 and 2019, the Company prepaid $111.1 million and zero, respectively, of its fixed rate mortgage notes payable with proceeds from the issuance of senior unsecured medium-term notes. The Company incurred net extinguishment costs of $8.5 million, zero and $0.5 million during years ended December 31, 2020, 2019, and 2018, respectively, which was included in Interest expense on the Consolidated Statements of Operations.

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

(b) During the year ended December 31, 2020, the Company prepaid the $201.9 million outstanding balance under its secured credit facility with New York Life with proceeds from the issuance of senior unsecured medium-term notes. The Company incurred net extinguishment costs of $9.0 million during the year ended December 31, 2020, which was included in Interest expense on the Consolidated Statements of Operations.

During the years ended December 31, 2020, 2019, and 2018, the Company had $22.4 million, $3.0 million, and $3.0 million, respectively, of amortization of the fair market adjustment of debt assumed in the acquisition of properties inclusive of its fixed rate mortgage notes payable and credit facilities, which was included in Interest expense on the Consolidated Statements of Operations. The unamortized fair market adjustment was a net premium of $12.9 million and $35.3 million at December 31, 2020 and 2019, respectively.

(c) The variable rate mortgage note payable secures a tax-exempt housing bond issue that matures in March 2032. Interest on this note is payable in monthly installments. As of December 31, 2020, the variable interest rate on the mortgage note was 0.84%.

(d) The Company has a $1.1 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $350.0 million unsecured term loan (the “Term Loan”). The credit agreement for these facilities (the “Credit Agreement”) allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.0 billion, subject to certain conditions, including obtaining commitments from one or more lenders. The Revolving Credit Facility has a scheduled maturity date of January 31, 2023, with two six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date of September 30, 2023.

Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to LIBOR plus a margin of 82.5 basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to LIBOR plus a margin of 90 basis points. Depending on the Company’s credit rating, the margin under the Revolving Credit Facility ranges from 75 to 145 basis points, the facility fee ranges from 10 to 30 basis points, and the margin under the Term Loan ranges from 80 to 165 basis points.

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Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

The Company previously entered into an interest rate swap to hedge against the interest rate risk on the Term Loan, which expired in January 2021. As of December 31, 2020, the all-in weighted average interest rate, inclusive of the impact of the interest rate swap, was 2.55%. In January 2021, the Company entered into three interest rate swaps to hedge against interest rate risk on the Term Loan until July 2022.  The all-in weighted average interest rate, inclusive of the impact of the interest rate swaps, is 1.07%.

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

The following is a summary of short-term bank borrowings under the Revolving Credit Facility at December 31, 2020 and 2019 (dollars in thousands):

    

December 31, 

    

December 31,

 

2020

 

2019

Total revolving credit facility

$

1,100,000

$

1,100,000

Borrowings outstanding at end of year (1)

 

 

Weighted average daily borrowings during the year ended

 

42,186

 

55

Maximum daily borrowings during the year ended

 

375,000

 

20,000

Weighted average interest rate during the year ended

 

1.4

%  

 

2.6

%

Interest rate at end of the year

 

%  

 

%

(1)Excludes $2.8 million and $2.9 million of letters of credit at December 31, 2020 and 2019, respectively.

(e) The Company has an unsecured commercial paper program. Under the terms of the program, the Company may issue unsecured commercial paper up to a maximum aggregate amount outstanding of $500.0 million. The notes are sold under customary terms in the United States commercial paper market and rank pari passu with all of the Company’s other unsecured indebtedness. The notes are fully and unconditionally guaranteed by the Operating Partnership.

The following is a summary of short-term bank borrowings under the unsecured commercial paper program at December 31, 2020 and 2019 (dollars in thousands):

    

December 31, 

    

December 31, 

 

2020

2019

 

Total unsecured commercial paper program

 

$

500,000

$

500,000

Borrowings outstanding at end of year

 

190,000

 

300,000

Weighted average daily borrowings during the year ended

 

227,090

 

173,353

Maximum daily borrowings during the year ended

 

500,000

 

435,000

Weighted average interest rate during the year ended

 

0.9

%  

 

2.5

%

Interest rate at end of the year

 

0.3

%  

 

2.0

%

In January 2021, the entire $190.0 million of outstanding unsecured commercial paper as of December 31, 2020 was repaid at maturity with additional proceeds of unsecured commercial paper with maturity dates in February 2021 and proceeds under the Working Capital Credit Facility.

(f) The Company has a working capital credit facility, which provides for a $75.0 million unsecured revolving credit facility (the “Working Capital Credit Facility”) with a previously scheduled maturity date of January 15, 2021. Based on the Company’s current credit rating, the Working Capital Credit Facility has an interest rate equal to LIBOR plus a margin of 82.5 basis points. Depending on the Company’s credit rating, the margin ranges from 75 to 145 basis points.

In July 2020, the Company extended its working capital credit facility maturity date from January 15, 2021 to January 14, 2022.

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Table of Contents

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

The following is a summary of short-term bank borrowings under the Working Capital Credit Facility at December 31, 2020 and 2019 (dollars in thousands):

    

December 31, 

    

December 31, 

 

2020

2019

 

Total working capital credit facility

$

75,000

$

75,000

Borrowings outstanding at end of year

 

28,024

 

16,583

Weighted average daily borrowings during the year ended

 

20,132

 

23,487

Maximum daily borrowings during the year ended

 

54,974

 

66,170

Weighted average interest rate during the year ended

 

1.4

%  

 

3.1

%

Interest rate at end of the year

 

1.0

%  

 

2.6

%

(g) In July 2020, the Company announced that it commenced a cash tender offer for any and all of its outstanding 3.75% unsecured medium-term notes due July 2024 (the “2024 Notes”). Pursuant to the tender offer, on July 21, 2020, the Company completed the purchase of $116.9 million aggregate principal amount of the 2024 Notes, or 39.0% of the $300.0 million aggregate principal amount of the 2024 Notes. The tender offer consideration was $1,101.92 for each $1,000 principal amount of the 2024 Notes, plus accrued and unpaid interest to, but not including, July 21, 2020. The Company incurred net extinguishment costs of $12.8 million during the year ended December 31, 2020, which was included in Interest expense on the Consolidated Statements of Operations.

In December 2020, the Company redeemed the remaining $183.1 million aggregate principal amount of the 2024 Notes. The Company incurred $21.1 million in make-whole expense upon redemption of these notes.

(h) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $200.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 4.53%.

(i) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $100.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 2.89%.

(j) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $150.0 million of the initial $300.0 million issued. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 4.27%.

(k) The Company previously entered into forward starting interest rate swaps to hedge against the interest rate risk of this debt. In connection with the additional $100.0 million issued in October 2019, the Company entered into treasury lock agreements to hedge against interest rate risk on all of this debt.

In February 2020, the Company issued an additional $200.0 million of 3.20% senior unsecured medium-term notes due 2030 (the “2030 Notes”). Interest is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2020. The notes were priced at 105.660% of the principal amount at issuance. This was a further issuance of the 2030 Notes, and forms a single series with, the $300.0 million aggregate principal amount of the Company’s 2030 Notes that were issued in July 2019 and the $100.0 million aggregate principal amount of the Company’s 2030 Notes that were issued in October 2019. 

As of the completion of the offerings, the aggregate principal amount of outstanding 2030 Notes was $600.0 million. The all-in weighted average interest rate, inclusive of the impact of the forward starting swaps and treasury locks, was 3.32% for the 2030 Notes.

(l) The Company entered into a treasury lock agreement to hedge against interest rate risk on $150.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of the treasury lock, was 3.01%.
(m) In July 2020, the Company issued $400.0 million of 2.10% senior unsecured medium-term notes due August 1, 2032. Interest is payable semi-annually in arrears on February 1 and August 1. The notes were priced at 99.894% of the principal amount at issuance. The Company used a portion of the net proceeds to fund the purchase of

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

the 2024 Notes accepted pursuant to the tender offer described above and to prepay $245.8 million of 4.64% secured debt due in 2023. The combined prepayment and make-whole amounts for the purchase of the 2024 Notes and the prepayment of the secured debt due in 2023, inclusive of the acceleration of fair market value adjustments originally recorded on secured debt assumed in property acquisitions, totaled approximately $24.0 million, which was included in Interest expense on the Consolidated Statements of Operations.
(n) In December 2020, the Company issued $350.0 million of 1.90% senior unsecured medium-term notes due March 15, 2033 (the “2033 Notes”). Interest is payable semi-annually in arrears on March 15 and September 15. The notes were priced at 99.578% of the principal amount at issuance. The Company used the net proceeds for the repayment of debt, including the redemption of the remaining $183.1 million aggregate principal amount (plus the make-whole amount of approximately $21.1 million) of its 2024 Notes, $67.5 million of secured debt maturing in 2023, and outstanding indebtedness under our commercial paper program and working capital credit facility. The 2033 Notes were issued as “green” bonds and, as a result, the Company will allocate an amount equal to the net proceeds from the sale of the 2033 Notes to fund eligible green projects.
(o) The Company previously entered into forward starting interest rate swaps to hedge against the interest rate risk of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 3.13%.
(p) The Operating Partnership is the guarantor of this debt.

The aggregate maturities, including amortizing principal payments on secured and unsecured debt, of total debt for the next ten years subsequent to December 31, 2020 are as follows (dollars in thousands):

    

Total Fixed

    

Total Variable

    

Total 

    

Total 

    

Total 

Year

Secured Debt

Secured Debt

Secured Debt

Unsecured Debt

Debt

2021

$

1,097

$

$

1,097

$

190,000

(a)

$

191,097

2022

1,140

1,140

28,024

29,164

2023

 

1,183

 

 

1,183

 

350,000

 

351,183

2024

 

95,280

 

 

95,280

 

15,644

 

110,924

2025

 

173,189

 

 

173,189

 

300,000

 

473,189

2026

 

51,070

 

 

51,070

 

300,000

 

351,070

2027

 

1,111

 

 

1,111

 

300,000

 

301,111

2028

 

122,466

 

 

122,466

 

300,000

 

422,466

2029

 

144,584

 

 

144,584

 

300,000

 

444,584

2030

 

72,500

 

 

72,500

 

600,000

 

672,500

Thereafter

 

160,930

 

27,000

 

187,930

 

1,450,000

 

1,637,930

Subtotal

 

824,550

 

27,000

 

851,550

 

4,133,668

 

4,985,218

Non-cash (b)

 

10,665

 

(68)

 

10,597

 

(19,267)

 

(8,670)

Total

$

835,215

$

26,932

$

862,147

$

4,114,401

$

4,976,548

(a)All unsecured debt due in the remainder of 2021 is related to the Company’s commercial paper program.
(b)Includes the unamortized balance of fair market value adjustments, premiums/discounts, and deferred financing costs. For the years ended December 31, 2020 and 2019, the Company amortized $4.4 million and $4.2 million, respectively, of deferred financing costs into Interest expense.

We were in compliance with the covenants of our debt instruments at December 31, 2020.

On February 11, 2021, the Company priced an offering of $300.0 million of 2.10% senior unsecured medium-term notes due 2033. The notes were priced at 99.592% of the principal amount of the notes. The Company intends to use the net proceeds to repay indebtedness, including the redemption of its $300.0 million 4.00% senior unsecured medium-term notes due October 2025 (plus the make-whole amount and accrued and unpaid interest), to fund potential acquisitions, or for other general corporate purposes. The settlement of the offering is expected to occur on February 26, 2021, subject to the satisfaction of customary closing conditions. 

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

8. INCOME/(LOSS) PER SHARE

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

Year Ended December 31, 

    

2020

    

2019

    

2018

Numerator for income/(loss) per share:

  

  

Net income/(loss)

$

68,970

$

199,579

$

221,542

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

 

(4,543)

 

(14,426)

 

(18,215)

Net (income)/loss attributable to noncontrolling interests

 

(161)

 

(188)

 

(221)

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

 

64,266

 

184,965

 

203,106

Distributions to preferred stockholders — Series E (Convertible)

 

(4,230)

 

(4,104)

 

(3,868)

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

$

60,036

$

180,861

$

199,238

Denominator for income/(loss) per share:

 

  

 

  

 

  

Weighted average common shares outstanding

 

294,808

 

285,509

 

268,513

Non-vested restricted stock awards

 

(263)

 

(262)

 

(334)

Denominator for basic income/(loss) per share

 

294,545

 

285,247

 

268,179

Incremental shares issuable from assumed conversion of unvested LTIP Units and unvested restricted stock

 

382

 

768

 

1,304

Denominator for diluted income/(loss) per share

 

294,927

 

286,015

 

269,483

Income/(loss) per weighted average common share:

 

  

 

  

 

  

Basic

$

0.20

$

0.63

$

0.74

Diluted

$

0.20

$

0.63

$

0.74

Basic income/(loss) per common share is computed based upon the weighted average number of common shares outstanding. Diluted income/(loss) per common share is computed based upon the weighted average number of common shares outstanding plus the common shares issuable from the assumed conversion of the OP Units and DownREIT Units, convertible preferred stock, stock options, unvested long-term incentive plan units (“LTIP Units”), unvested restricted stock and continuous equity program forward sales agreements. Only those instruments having a dilutive impact on our basic income/(loss) per share are included in diluted income/(loss) per share during the periods. For the years ended December 31, 2020, 2019, and 2018, the effect of the conversion of the OP Units, DownREIT Units, LTIP Units, the Company’s Series E preferred stock and shares issuable upon settlement of forward sales agreements was not dilutive and therefore not included in the above calculation.

In July 2017, the Company entered into an ATM sales agreement under which the Company may offer and sell up to 20.0 million shares of its common stock, from time to time, to or through its sales agents and may enter into separate forward sales agreements to or through its forward purchasers. Upon entering into the ATM sales agreement, the Company simultaneously terminated the sales agreement for its prior at-the-market equity offering program, which was entered into in April 2017, which replaced the prior at-the-market equity offering program entered into in April 2012. During the year ended December 31, 2020, the Company sold 2.1 million shares of common stock through its ATM program pursuant to the Company’s forward sales agreement described below.

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

During the year ended December 31, 2020, the Company entered into forward sales agreements under its ATM program for a total of 2.1 million shares of common stock at a weighted average initial forward price per share of $49.56. The initial forward price per share received by the Company upon settlement was determined on the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

applicable settlement date based on adjustments made to the initial forward price to reflect the then-current federal funds rate and the amount of dividends paid to holders of UDR common stock over the term of the forward sales agreement.

In December 2020, the Company settled all 2.1 million shares sold under the forward sales agreement at a weighted average forward price per share of $48.23, which is inclusive of adjustments made to reflect the then-current federal funds rate, the amount of dividends paid to holders of UDR common stock and commissions paid to sales agents of approximately $3.9 million, for net proceeds of $102.3 million. Aggregate net proceeds from such sales, after deducting related expenses, was $102.2 million.

As of December 31, 2020, we had 9.6 million shares of common stock available for future issuance under the ATM program.

During the year ended December 31, 2020, the Company repurchased 0.6 million shares of its common stock at an average price of $33.11 per share for total consideration of approximately $19.8 million under its share repurchase program.

The following table sets forth the additional shares of common stock outstanding by equity instrument if converted to common stock for each of the years ended December 31, 2020, 2019, and 2018 (in thousands):

Year Ended December 31, 

2020

2019

2018

OP/DownREIT Units

    

22,310

    

22,773

    

24,548

Convertible preferred stock

 

2,950

 

3,011

 

3,011

Stock options, unvested LTIP Units and unvested restricted stock

 

382

 

768

 

1,304

9. STOCKHOLDERS’ EQUITY

UDR has an effective registration statement that allows the Company to sell an undetermined number of debt and equity securities as defined in the prospectus. The Company had the ability to issue 350.0 million shares of common stock and 50.0 million shares of preferred shares as of December 31, 2020.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

The following table presents the changes in the Company’s issued and outstanding shares of common and preferred stock for the years ended December 31, 2020, 2019 and 2018:

Common

Preferred Stock

Stock

Series E

Series F

Balance at December 31, 2017

    

267,822

    

2,781

    

15,852

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

 

47

 

 

Issuance of common shares upon exercise of stock options

772

Issuance of common shares through public offering

 

7,150

Repurchase of common shares

(593)

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

 

11

 

 

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

337

 

 

Forfeiture of Series F shares

 

 

(50)

Balance at December 31, 2018

 

275,546

 

2,781

 

15,802

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

 

50

 

 

Issuance of common shares through public offering

7,500

 

 

Issuance of common shares though ATM program

6,988

Issuance of common shares through forward sales agreement

1,339

 

 

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

 

1,969

 

 

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

 

1,196

 

 

Forfeiture of Series F shares

 

 

 

(1,111)

Balance at December 31, 2019

 

294,588

 

2,781

 

14,691

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

 

104

 

 

Issuance of common shares through forward sales public offering, net (forward sales agreement)

2,121

 

 

Repurchase of common shares

(597)

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

 

3

 

 

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

 

300

 

 

Conversion of Series E Cumulative Convertible shares

93

(86)

Forfeiture of Series F shares

 

 

 

(250)

Balance at December 31, 2020

 

296,612

 

2,695

 

14,441

Common Stock

The Company has an equity distribution agreement which allows it from time to time, through its sales agents, to offer and sell up to 20.0 million shares of its common stock. Sales of such shares will be made by means of ordinary brokers’ transactions on the NYSE at market prices. In July 2017, the Company updated its equity distribution agreement to also permit the entry into separate forward sales agreements to or through its forward purchasers. As of December 31, 2020, 9.6 million shares were available for sale under the continuous equity program.

During the year ended December 31, 2020, the Company entered into the following equity transactions for our common stock:

Issued 2.1 million shares of common stock through a forward sales agreement under the Company’s ATM program at a forward price per share of $48.23, for aggregate net proceeds of approximately $102.2 million after deducting related expenses;
Repurchased 0.6 million shares of common stock at a weighted average price per share of $33.11, for total consideration of approximately $19.8 million

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

Issued 0.1 million shares of common stock through the Company’s 1999 Long-Term Incentive Plan (the “LTIP”);
Issued 0.3 million shares of common stock upon redemption of DownREIT Units, resulting in the forfeiture of 0.3 million Series F Preferred shares; and
Converted 0.1 million Series E Cumulative Convertible shares into 0.1 million shares of common stock.

Distributions are subject to the approval of the Board of Directors and are dependent upon our strategy, financial condition and operating results. UDR’s common distributions for the years ended December 31, 2020, 2019, and 2018 totaled $1.44, $1.37, and $1.29 per share, respectively.

Preferred Stock

The Series E Cumulative Convertible Preferred Stock (“Series E”) has no stated par value and a liquidation preference of $16.61 per share. Subject to certain adjustments and conditions, each share of the Series E is convertible at any time at the holder’s option into one share of our common stock prior to a “Special Dividend” declared in 2008 (1.083 shares after the Special Dividend). The holders of the Series E are entitled to vote on an as-converted basis as a single class in combination with the holders of common stock at any meeting of our stockholders for the election of directors or for any other purpose on which the holders of common stock are entitled to vote. The Series E has no stated maturity and is not subject to any sinking fund or any mandatory redemption.

Distributions declared on the Series E for the years ended December 31, 2020, 2019, and 2018 were $1.56, $1.48, and $1.40 per share, respectively. The Series E is not listed on any exchange. At December 31, 2020 and 2019, a total of 2,695,363 and 2,780,994, respectively, shares of the Series E were outstanding.

UDR is authorized to issue up to 20.0 million shares of the Series F Preferred Stock (“Series F”). The Series F may be purchased by holders of OP Units and DownREIT Units, at a purchase price of $0.0001 per share. OP/DownREIT Unitholders are entitled to subscribe for and purchase one share of UDR’s Series F for each OP/DownREIT Unit held. During the years ended December 31, 2020 and 2019, 0.3 million and 1.1 million of the Series F shares were forfeited upon the conversion of OP Units and DownREIT Units into Company common stock, respectively.

At December 31, 2020 and 2019, a total of 14.4 million and 14.7 million shares, respectively, of the Series F were outstanding with an aggregate purchase value of $1,444 and $1,469, respectively. Holders of the Series F are entitled to one vote for each share of the Series F they hold, voting together with the holders of our common stock, on each matter submitted to a vote of security holders at a meeting of our stockholders. The Series F does not entitle its holders to dividends or any other rights, privileges or preferences.

Distribution Reinvestment and Stock Purchase Plan

UDR’s Distribution Reinvestment and Stock Purchase Plan (the “Stock Purchase Plan”) allows common and preferred stockholders the opportunity to purchase, through the reinvestment of cash dividends and by making additional cash payments, additional shares of UDR’s common stock. From inception through December 31, 2008, shareholders have elected to utilize the Stock Purchase Plan to reinvest their distribution for the equivalent of 10.0 million shares of Company common stock. Shares in the amount of 11.0 million were reserved for issuance under the Stock Purchase Plan as of December 31, 2020. During the year ended December 31, 2020, UDR acquired all shares issued through the open market.

10. EMPLOYEE BENEFIT PLANS

In May 2001, the stockholders of UDR approved the long term incentive plan (“LTIP”), which supersedes the 1985 Stock Option Plan. The LTIP authorizes the granting of awards which may take the form of options to purchase shares of common stock, stock appreciation rights, restricted stock, dividend equivalents, other stock-based awards, and any other right or interest relating to common stock or cash incentive awards to Company directors, employees and

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DECEMBER 31, 2020

outside trustees to promote the success of the Company by linking individual’s compensation via grants of share based payment.

During the year ended December 31, 2015, the LTIP was amended to set forth the terms of new classes of partnership interests in the Operating Partnership designated as LTIP Units. LTIP Units are designed to qualify as “profits interests” in the Operating Partnership for federal income tax purposes, meaning that initially they are not economically equivalent in value to a share of our common stock, but over time can increase in value to one-for-one parity with common stock by operation of special tax rules applicable to profits interests. Until and unless such parity is reached, the value that an executive will realize for a given number of vested LTIP units is less than the value of an equal number of shares of our common stock.

As of December 31, 2020, 19.0 million shares were reserved on an unadjusted basis for issuance upon the grant or exercise of awards under the LTIP. As of December 31, 2020, there were 5.6 million common shares available for issuance under the LTIP.

The LTIP contains change of control provisions allowing for the immediate vesting of an award upon certain events such as a merger where UDR is not the surviving entity. Upon the death or disability of an award recipient all outstanding instruments will vest and all restrictions will lapse. The LTIP specifies that in the event of a capital transaction, which includes but is not limited to stock dividends, stock splits, extraordinary cash dividends and spin-offs, the number of shares available for grant in totality or to a single individual is to be adjusted proportionately. The LTIP specifies that when a capital transaction occurs that would dilute the holder of the stock award, prior grants are to be adjusted such that the recipient is no worse as a result of the capital transaction.

A summary of UDR’s LTIP Units and restricted stock activities during the year ended December 31, 2020 is as follows (shares in thousands):

LTIP Units

Restricted Stock

    

    

    

    

Weighted

Weighted

Average Fair

Average Fair

Value Per

Number of

Value Per

Number

Restricted

LTIP Units

LTIP Unit

of shares

Stock

Balance, December 31, 2019

 

858

$

37.77

 

248

$

37.29

Granted

 

641

 

42.64

 

188

 

44.16

Vested

 

(772)

 

39.29

 

(174)

 

36.74

Forfeited

 

 

 

(25)

 

45.68

Balance, December 31, 2020

 

727

$

41.58

 

237

$

42.31

As of December 31, 2020, the Company had granted 6.5 million shares of restricted stock and 3.5 million LTIP Units under the LTIP.

Stock Option Plan

The Company has no unexercised stock options outstanding and no remaining compensation expense related to unvested stock options as of December 31, 2020.

During the years ended December 31, 2020, 2019, and 2018, respectively, we did not recognize any net compensation expense related to outstanding stock options.

Restricted Stock Awards

Restricted stock awards are granted to Company employees, officers, and directors. The restricted stock awards are valued based upon the closing sales price of UDR common stock on the date of grant. Compensation expense is recorded under the straight-line method over the vesting period, which is generally three to four years. Restricted stock awards earn dividends payable in cash. Some of the restricted stock grants are based on the Company’s performance and are subject to adjustment during the initial one year performance period. For the years ended December 31, 2020, 2019, and 2018, we recognized $5.3 million, $4.8 million, and $4.3 million of compensation expense, net of capitalization,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

related to the amortization of restricted stock awards, respectively. The total remaining compensation cost on unvested restricted stock awards was $2.4 million and had a weighted average remaining contractual life of 2.4 years as of December 31, 2020.

Short-Term Incentive Compensation

In January 2020, certain officers of the Company were awarded a STI Unit grant under the 2020 Long-Term Incentive Program (“2020 LTI”). The STI Unit awards represent short-term incentive compensation for the officers and were valued for compensation expense purposes based upon the closing sales price of UDR common stock on the date of grant in accordance with ASC 718, Compensation - Stock Compensation, or $40.77 per unit, inclusive of a discount due to uncertainty associated with the STI Unit reaching parity with the value of a share of UDR common stock. Compensation expense is recorded under the straight-line method over the vesting period, which is one year. The STI Unit awards are primarily based on the Company’s performance and are subject to adjustment based on performance against predefined metrics during the one-year performance period. For the year ended December 31, 2020, we recognized $3.1 million of compensation expense, net of capitalization, related to the amortization of STI Unit awards. As the STI Unit awards vest over a one-year period, there was no remaining unrecognized compensation expense as of December 31, 2020.

In January 2019, certain officers of the Company were awarded a STI Unit grant under the 2019 Long-Term Incentive Program (“2019 LTI”). The STI Unit awards represent short-term incentive compensation for the officers and were valued for compensation expense purposes based upon the closing sales price of UDR common stock on the date of grant in accordance with ASC 718, Compensation - Stock Compensation, or $33.40 per unit, inclusive of a discount due to uncertainty associated with the STI Unit reaching parity with the value of a share of UDR common stock. Compensation expense is recorded under the straight-line method over the vesting period, which is one year. The STI Unit awards are primarily based on the Company’s performance and are subject to adjustment based on performance against predefined metrics during the one-year performance period. For the year ended December 31, 2019, we recognized $7.2 million of compensation expense, net of capitalization, related to the amortization of STI Unit awards. As the STI Unit awards vest over a one-year period, there was no remaining unrecognized compensation expense as of December 31, 2019.

Long-Term Incentive Compensation

In January 2020, certain officers of the Company were awarded either a restricted stock grant or an LTIP Unit grant, or a combination of both, under the 2020 LTI. For both restricted stock grants and LTIP Unit grants, thirty percent of the 2020 LTI award is based upon FFO as Adjusted over a two-year period and will vest fifty percent on the two-year anniversary and fifty percent on the three-year anniversary. Fifteen percent of the 2020 LTI award is based upon relative FFO as Adjusted over a three-year period and will vest 100% at the end of the three-year performance period. The remaining fifty-five percent of the 2020 LTI award is based on Total Shareholder Return (“TSR”) as measured relative to comparable apartment REITs over a three-year period and as measured relative to the Nareit Equity REITs Total Return Index over a three-year period whereby both will vest 100% at the end of the three-year performance periods. The portion of the restricted stock grant based upon FFO as Adjusted was valued for compensation expense purposes based upon the closing sales price of UDR common stock on the date of grant or $46.12 per share. Because LTIP Units are granted at the maximum potential payout and there is uncertainty associated with an LTIP Unit reaching parity with the value of a share of UDR common stock, the portion of the LTIP Unit grant based upon the two-year FFO as Adjusted was valued for compensation expense purposes at $21.24 per unit on the grant date, inclusive of a 7.9% discount, and the portion of the LTIP Unit grant based upon the three-year FFO as Adjusted was valued for compensation expense purposes at $22.23 per unit on the grant date, inclusive of a 3.6% discount. The portion of the restricted stock grant based upon relative TSR was valued for compensation expense purposes at $53.94 per share for the comparable apartment REITs component and $49.35 per share for the Nareit Equity REITs Total Return Index component on the grant date as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation using a volatility factor of 16.0%. The portion of the LTIP Unit grant based upon relative TSR was valued for compensation expense purposes at $26.18 per unit, inclusive of a 3.6% discount, for the comparable apartment REITs component and $23.98 per unit, inclusive of a 3.6% discount, for the Nareit Equity REITs Total Return Index component on the grant date as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation using a volatility factor of 16.0%.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

In January 2019, certain officers of the Company were awarded either a restricted stock grant or an LTIP Unit grant, or a combination of both, under the 2019 LTI. For both restricted stock grants and LTIP Unit grants, thirty percent of the 2019 LTI award is based upon FFO as Adjusted over a one-year period and will vest fifty percent on the one-year anniversary and fifty percent on the two-year anniversary. Fifteen percent of the 2019 LTI award is based upon relative FFO as Adjusted over a three-year period and will vest 100% at the end of the three-year performance period. The remaining fifty-five percent of the 2019 LTI award is based on Total Shareholder Return (“TSR”) as measured relative to comparable apartment REITs over a three-year period and as measured relative to the Nareit Equity REITs Total Return Index over a three-year period whereby both will vest 100% at the end of the three-year performance periods. The portion of the restricted stock grant based upon FFO as Adjusted was valued for compensation expense purposes based upon the closing sales price of UDR common stock on the date of grant or $38.39 per share. Because LTIP Units are granted at the maximum potential payout and there is uncertainty associated with an LTIP Unit reaching parity with the value of a share of UDR common stock, the portion of the LTIP Unit grant based upon the one-year FFO as Adjusted was valued for compensation expense purposes at $17.47 per unit on the grant date, inclusive of a 9% discount, and the portion of the LTIP Unit grant based upon the three-year FFO as Adjusted was valued for compensation expense purposes at $18.24 per unit on the grant date, inclusive of a 5% discount. The portion of the restricted stock grant based upon relative TSR was valued for compensation expense purposes at $43.63 per share for the comparable apartment REITs component and $43.42 per share for the Nareit Equity REITs Total Return Index component on the grant date as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation using a volatility factor of 21.0%. The portion of the LTIP Unit grant based upon relative TSR was valued for compensation expense purposes at $20.89 per unit, inclusive of a 5% discount, for the comparable apartment REITs component and $20.79 per unit, inclusive of a 5% discount, for the Nareit Equity REITs Total Return Index component on the grant date as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation using a volatility factor of 21.0%.

In January 2018, certain officers of the Company were awarded either a restricted stock grant or an LTIP Unit grant, or a combination of both, under the 2018 Long-Term Incentive Program (“2018 LTI”). For both restricted stock grants and LTIP Unit grants, thirty percent of the 2018 LTI award is based upon FFO as Adjusted over a one-year period and will vest fifty percent on the one-year anniversary and fifty percent on the two-year anniversary. Fifteen percent of the 2018 LTI award is based upon relative FFO as Adjusted over a three-year period and will vest 100% at the end of the three-year performance period. The remaining fifty-five percent of the 2018 LTI award is based on Total Shareholder Return (“TSR”) as measured relative to comparable apartment REITs over a three-year period and as measured relative to the Nareit Equity REITs Total Return Index over a three-year period whereby both will vest 100% at the end of the three-year performance periods. The portion of the restricted stock grant based upon FFO as Adjusted was valued for compensation expense purposes based upon the closing sales price of UDR common stock on the date of grant or $38.06 per share. Because LTIP Units are granted at the maximum potential payout and there is uncertainty associated with an LTIP Unit reaching parity with the value of a share of UDR common stock, the portion of the LTIP Unit grant based upon the one-year FFO as Adjusted was valued for compensation expense purposes at $17.13 per unit on the grant date, inclusive of a 10% discount, and the portion of the LTIP Unit grant based upon the three-year FFO as Adjusted was valued for compensation expense purposes at $18.08 per unit on the grant date, inclusive of a 5% discount. The portion of the restricted stock grant based upon relative TSR was valued for compensation expense purposes at $42.18 per share for the comparable apartment REITs component and $40.49 per share for the Nareit Equity REITs Total Return Index component on the grant date as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation using a volatility factor of 17.0%. The portion of the LTIP Unit grant based upon relative TSR was valued for compensation expense purposes at $20.12 per unit, inclusive of a 5% discount, for the comparable apartment REITs component and $19.35 per unit, inclusive of a 5% discount, for the Nareit Equity REITs Total Return Index component on the grant date as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation using a volatility factor of 17.0%.

For the years ended December 31, 2020, 2019, and 2018, we recognized $10.2 million, $12.4 million and $9.9 million, respectively, of compensation expense, net of capitalization, related to the amortization of the awards. The total remaining compensation cost on unvested LTI awards was $9.8 million and had a weighted average remaining contractual life of 1.6 years as of December 31, 2020.

Profit Sharing Plan

Our profit sharing plan (the “Plan”) is a defined contribution plan covering all eligible full-time employees. Under the Plan, UDR makes discretionary profit sharing and matching contributions to the Plan as determined by the

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

Compensation Committee of the Board of Directors. Aggregate provisions for contributions, both matching and discretionary, which are included in General and administrative on UDR’s Consolidated Statements of Operations for the years ended December 31, 2020, 2019, and 2018, was $1.5 million, $1.2 million, and $1.3 million, respectively.

11. INCOME TAXES

For 2020, 2019, and 2018, UDR believes that we have complied with the REIT requirements specified in the Code. As such, the REIT would generally not be subject to federal income taxes.

For income tax purposes, distributions paid to common stockholders may consist of ordinary income, qualified dividends, capital gains, unrecaptured section 1250 gains, return of capital, or a combination thereof. Distributions that exceed our current and accumulated earnings and profits constitute a return of capital rather than taxable income and reduce the stockholder’s basis in their common shares. To the extent that a distribution exceeds both current and accumulated earnings and profits and the stockholder’s basis in the common shares, it generally will be treated as a gain from the sale or exchange of that stockholder’s common shares. Taxable distributions paid per common share were taxable as follows for the years ended December 31, 2020, 2019 and 2018 (unaudited):

Year Ended December 31, 

2020

2019

2018

Ordinary income

    

$

1.032

    

$

0.981

    

$

0.774

Qualified ordinary income

 

0.004

 

0.004

 

0.006

Long-term capital gain

 

0.298

 

0.021

 

0.058

Unrecaptured section 1250 gain

 

0.089

 

0.063

 

0.233

Nondividend distributions

0.281

0.207

Total

$

1.423

$

1.350

$

1.278

We have a TRS that is subject to federal and state income taxes. A TRS is a C-corporation which has not elected REIT status and as such is subject to United States federal and state income tax. The components of the provision for income taxes are as follows for the years ended December 31, 2020, 2019, and 2018 (dollars in thousands):

Year Ended December 31, 

2020

2019

2018

Income tax (benefit)/provision

    

  

    

  

    

  

Current

 

  

 

  

 

  

Federal

$

(148)

$

1,466

$

220

State

 

1,374

 

735

 

396

Total current

 

1,226

 

2,201

 

616

Deferred

Federal

 

894

 

1,266

 

66

State

 

451

 

371

 

6

Investment tax credit

(26)

Total deferred

 

1,319

 

1,637

 

72

Total income tax (benefit)/provision

$

2,545

$

3,838

$

688

Deferred income taxes are provided for the change in temporary differences between the basis of certain assets and liabilities for financial reporting purposes and income tax reporting purposes. The expected future tax rates are based

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

upon enacted tax laws. The components of our TRS deferred tax assets and liabilities are as follows for the years ended December 31, 2020, 2019, and 2018 (dollars in thousands):

Year Ended December 31, 

2020

2019

2018

Deferred tax assets:

    

  

    

  

    

  

Federal and state tax attributes

$

6

$

22

$

28

Other

 

147

 

87

 

70

Total deferred tax assets

 

153

 

109

 

98

Valuation allowance

 

(23)

 

(19)

 

(16)

Net deferred tax assets

 

130

 

90

 

82

Deferred tax liabilities:

 

  

 

  

 

  

Book/tax depreciation and basis

(638)

(367)

Other investment ventures

(2,665)

(1,291)

(17)

Other

 

(67)

 

(67)

 

(67)

Total deferred tax liabilities

 

(3,370)

 

(1,725)

 

(84)

Net deferred tax assets/(liabilities)

$

(3,240)

$

(1,635)

$

(2)

Income tax provision/(benefit), net from our TRS differed from the amounts computed by applying the U.S. statutory rate of 21% to pretax income/(loss) for the years ended December 31, 2020, 2019, and 2018 as follows (dollars in thousands):

Year Ended December 31, 

2020

2019

2018

Income tax provision/(benefit)

    

  

    

  

    

  

U.S. federal income tax provision/(benefit)

$

1,240

$

2,905

$

321

State income tax provision

 

1,434

 

1,013

 

527

Other items

 

(165)

 

(139)

 

(167)

Solar credit amortization

(26)

ITC basis adjustment

 

58

 

56

 

Valuation allowance

 

4

 

3

 

7

Total income tax provision/(benefit)

$

2,545

$

3,838

$

688

As of December 31, 2020, the Company had federal net operating loss carryovers (“NOL”) of $27.1 million expiring in 2032 through 2035 and state NOLs of $66.8 million expiring in 2021 through 2032. A portion of these attributes are still available to the subsidiary REITs, but are carried at a zero effective tax rate.

The Company’s Tax benefit/(provision), net was $(2.5) million, $(3.8) million and $(0.7) million for the years ended December 31, 2020, 2019 and 2018, respectively. The decrease of $1.3 million was primarily attributable to a $2.0 million tax on a promoted interest in 2019 and offset by an increase in state tax of $0.4 million due to the California net operating loss suspension. GAAP defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The financial statements reflect expected future tax consequences of income tax positions presuming the taxing authorities’ full knowledge of the tax position and all relevant facts, but without considering time values. GAAP also provides guidance on derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition.

The Company evaluates our tax position using a two-step process. First, we determine whether a tax position is more likely than not (greater than 50 percent probability) to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company will then determine the amount of benefit to recognize and record the amount of the benefit that is more likely than not to be realized upon ultimate settlement. As of December 31, 2020 and 2019, UDR has no material unrecognized income tax benefits/(provisions), net.

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

The Company files income tax returns in federal and various state and local jurisdictions. The tax years 2017 through 2019 remain open to examination by the major taxing jurisdictions to which the Company is subject.

12. NONCONTROLLING INTERESTS

Redeemable Noncontrolling Interests in the Operating Partnership and DownREIT Partnership

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

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

The following table sets forth redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership for the years ended December 31, 2020 and 2019 (dollars in thousands):

Year Ended December 31, 

2020

2019

Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership, beginning of year

    

$

1,018,665

    

$

972,740

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

 

(143,741)

 

183,884

Conversion of OP Units/DownREIT Units to Common Stock

 

(12,666)

 

(134,031)

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

 

4,543

 

14,426

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

 

(34,149)

 

(32,270)

Vesting of Long-Term Incentive Plan Units

23,501

14,742

Allocation of other comprehensive income/(loss)

 

141

 

(826)

Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership, end of year

$

856,294

$

1,018,665

Noncontrolling Interests

Noncontrolling interests represent interests of unrelated partners and unvested LTIP Units in certain consolidated affiliates, and are presented as part of equity on the Consolidated Balance Sheets since these interests are not redeemable. Net (income)/loss attributable to noncontrolling interests was $(0.2) million, $(0.2) million, and $(0.2) million during the years ended December 31, 2020, 2019, and 2018, respectively.

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

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

Noncontrolling interests related to long-term incentive plan units represent the unvested LTIP Units of these employees and non-employee directors in the Operating Partnership. The net income/(loss) allocated to the unvested LTIP Units are included in Net (income)/loss attributable to noncontrolling interests on the Consolidated Statements of Operations.

13. FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS

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

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

The estimated fair values of the Company’s financial instruments either recorded or disclosed on a recurring basis as of December 31, 2020 and 2019 are summarized as follows (dollars in thousands):

Fair Value at December 31, 2020, Using

Total

Quoted

Carrying

Prices in

Amount in

Active

Statement of

Markets

Significant

Financial

Fair Value

for Identical

Other

Significant

Position at

Estimate at

Assets or

Observable

Unobservable

December 31, 

December 31, 

Liabilities

Inputs

Inputs

2020 (a)

2020

(Level 1)

(Level 2)

(Level 3)

Description:

    

  

    

  

    

  

    

  

    

Notes receivable, net (b)

$

157,992

$

170,411

$

$

$

170,411

Derivatives - Interest rate contracts (b)

 

2

 

2

 

 

2

 

Total assets

$

157,994

$

170,413

$

$

2

$

170,411

Derivatives - Interest rate contracts (c)

$

167

$

167

$

$

167

$

Secured debt instruments - fixed rate: (d)

 

  

 

  

 

  

 

  

 

Mortgage notes payable

837,473

854,084

854,084

Secured debt instruments - variable rate: (d)

 

  

 

  

 

  

 

  

 

Tax-exempt secured notes payable

 

27,000

 

27,000

 

 

 

27,000

Unsecured debt instruments: (d)

 

  

 

  

 

  

 

  

 

Working capital credit facility

28,024

28,024

28,024

Commercial paper program

190,000

190,000

190,000

Unsecured notes

3,922,314

4,283,045

4,283,045

Total liabilities

$

5,004,978

$

5,382,320

$

$

167

$

5,382,153

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

$

856,294

$

856,294

$

$

856,294

$

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

Fair Value at December 31, 2019, Using

Total

Quoted

Carrying

Prices in

Amount in

Active

Statement of

Markets

Significant

Financial

Fair Value

for Identical

Other

Significant

Position at

Estimate at

Assets or

Observable

Unobservable

December 31, 

December 31, 

Liabilities

Inputs

Inputs

 

2019 (a)

2019

(Level 1)

(Level 2)

(Level 3)

Description:

    

  

    

  

    

  

    

  

    

Notes receivable, net (b)

$

153,650

$

160,197

$

$

$

160,197

Derivatives - Interest rate contracts (c)

 

6

 

6

 

 

6

 

Total assets

$

153,656

$

160,203

$

$

6

$

160,197

Derivatives - Interest rate contracts (c)

$

142

$

142

$

$

142

$

Secured debt instruments - fixed rate: (d)

 

  

 

  

 

  

 

  

 

Mortgage notes payable

906,228

898,329

898,329

Credit facilities

 

218,490

 

213,661

 

 

 

213,661

Secured debt instruments - variable rate: (d)

 

  

 

  

 

  

 

  

 

Tax-exempt secured notes payable

 

27,000

 

27,000

 

 

 

27,000

Unsecured debt instruments: (d)

 

 

  

 

  

 

  

 

Working capital credit facility

16,583

16,583

16,583

Commercial paper program

300,000

300,000

300,000

Unsecured notes

3,263,152

3,397,622

3,397,622

Total liabilities

$

4,731,595

$

4,853,337

$

$

142

$

4,853,195

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

$

1,018,665

$

1,018,665

$

$

1,018,665

$

(a)Balances include fair market value adjustments and exclude deferred financing costs.
(b)See Note 2, Significant Accounting Policies.
(c)See Note 14, Derivatives and Hedging Activity.
(d)See Note 7, Secured and Unsecured Debt, Net.
(e)See Note 12, Noncontrolling Interests.

There were no transfers into or out of any of the levels of the fair value hierarchy during the year ended December 31, 2020.

Financial Instruments Carried at Fair Value

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

The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2020 and 2019, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. In conjunction with the FASB’s fair value measurement guidance, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

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

Financial Instruments Not Carried at Fair Value

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

14. DERIVATIVES AND HEDGING ACTIVITY

Risk Management Objective of Using Derivatives

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

Cash Flow Hedges of Interest Rate Risk

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

The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in Accumulated other comprehensive income/(loss), net on the Consolidated Balance Sheets and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the years ended December 31, 2020, 2019, and 2018, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

Amounts reported in Accumulated other comprehensive income/(loss), net on the Consolidated Balance Sheets related to derivatives that will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. Through December 31, 2021, the Company estimates that an additional $1.7 million will be reclassified as an increase to Interest expense.

As of December 31, 2020, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (dollars in thousands):

    

Number of

    

Product

Instruments

Notional

Interest rate swaps and caps (a)

2

$

334,880

(a)In addition to the interest rate swaps summarized above, the Company entered into three additional interest rate swaps with a total notional value of $315.0 million that became effective in January 2021 upon maturity of the $315.0 million notional value interest rate swap summarized above.

Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements of GAAP. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. As of December 31, 2020, no derivatives not designated as hedges were held by the Company.

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

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of December 31, 2020 and 2019 (dollars in thousands):

Asset Derivatives

Liability Derivatives

(included in Other assets)

(included in Other liabilities)

Fair Value at:

Fair Value at:

December 31, 

December 31, 

December 31, 

December 31, 

2020

2019

2020

2019

Derivatives designated as hedging instruments:

    

  

    

  

    

  

    

  

Interest rate products

$

2

$

6

$

167

$

142

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

The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations for the years ended December 31, 2020, 2019, and 2018 (dollars in thousands):

Gain/(Loss) Recognized in

Gain/(Loss) Reclassified

Interest expense

Unrealized holding gain/(loss) 

from Accumulated OCI into

(Amount Excluded from

Recognized in OCI

Interest expense

Effectiveness Testing)

Derivatives in Cash Flow Hedging Relationships

    

2020

    

2019

    

2018

    

2020

    

2019

    

2018

    

2020

    

2019

    

2018

Interest rate products

$

(3,382)

$

(8,437)

$

4,806

$

(4,827)

$

2,770

$

1,948

$

$

$

Year Ended

December 31, 

2020

2019

2018

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

$

202,706

$

170,917

$

134,168

The Company did not recognize any gain/(loss) in Interest income and other income/(expense), net related to derivatives not designated during each of the years ended December 31, 2020, 2019, and 2018.

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

Credit-risk-related Contingent Features

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

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

Tabular Disclosure of Offsetting Derivatives

The Company has elected not to offset derivative positions on the consolidated financial statements. The tables below present the effect on its financial position had the Company made the election to offset its derivative positions as of December 31, 2020 and 2019 (dollars in thousands):

    

    

Gross

    

Net Amounts of

    

Gross Amounts Not Offset

Amounts

Assets

in the Consolidated

Gross

Offset in the

Presented in the

Balance Sheet

Amounts of

Consolidated

Consolidated

Cash

Recognized

Balance

Balance Sheets

Financial

Collateral

Offsetting of Derivative Assets

Assets

Sheets

(a)

Instruments

    

Received

    

Net Amount

December 31, 2020

$

2

$

$

2

$

$

$

2

December 31, 2019

$

6

$

$

6

$

(3)

$

$

3

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

    

    

Gross

    

Net Amounts of

    

Gross Amounts Not Offset

Amounts

Liabilities

in the Consolidated

Gross

Offset in the

Presented in the

Balance Sheet

Amounts of

Consolidated

Consolidated

Cash

Recognized

Balance

Balance Sheets

Financial

Collateral

Offsetting of Derivative Liabilities

    

Liabilities

    

Sheets

    

(a)

    

Instruments

    

Posted

    

Net Amount

December 31, 2020

$

167

$

$

167

$

$

$

167

December 31, 2019

$

142

$

$

142

$

(3)

$

$

139

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

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

15. COMMITMENTS AND CONTINGENCIES

Commitments

Real Estate Commitments

The following summarizes the Company’s real estate commitments at December 31, 2020 (dollars in thousands):

Number

UDR's

UDR's Remaining

Properties

Investment (a)

Commitment

Wholly-owned — under development

 

5

$

247,877

$

243,623

 

Joint ventures:

 

  

 

  

 

  

 

Preferred equity investments

 

1

17,919

(b)

2,921

(b)

Other investments

-

22,870

19,245

Total

 

  

$

288,666

$

265,789

 

(a)Represents UDR’s investment as of December 31, 2020.
(b)Represents UDR’s investment in and remaining commitment for Thousand Oaks, which is under development as of December 31, 2020.

Contingencies

Litigation and Legal Matters

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

16. REPORTABLE SEGMENTS

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

UDR owns and operates multifamily apartment communities that generate rental and other property related income through the leasing of apartment homes to a diverse base of tenants. The primary financial measures for UDR’s apartment communities are rental income and net operating income (“NOI”). Rental income represents gross market rent less adjustments for concessions, vacancy loss and bad debt. NOI is defined as rental income less direct property rental expenses. Rental expenses include real estate taxes, insurance, personnel, utilities, repairs and maintenance, administrative and marketing. Excluded from NOI is property management expense, which is calculated as 2.875% of property revenue, and land rent. Property management expense covers costs directly related to consolidated property operations, inclusive of corporate management, regional supervision, accounting and other costs. UDR’s Chief Operating Decision Maker utilizes NOI as the key measure of segment profit or loss.

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

Same-Store Communities represent those communities acquired, developed, and stabilized prior to January 1, 2019 and held as of December 31, 2020. A comparison of operating results from the prior year is meaningful as these communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior year, there is no plan to conduct substantial redevelopment activities, and the community is not classified as held for disposition within the current year. A community is considered to have stabilized occupancy once it achieves 90% occupancy for at least three consecutive months.

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

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

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

All revenues are from external customers and no single tenant or related group of tenants contributed 10% or more of UDR’s total revenues during the years ended December 31, 2020, 2019, and 2018.

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

Lease Revenue

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

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

Other Revenue

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

Joint venture management and other fees

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

The following table details rental income and NOI for UDR’s reportable segments for the years ended December 31, 2020, 2019, and 2018, and reconciles NOI to Net income/(loss) attributable to UDR, Inc. on the Consolidated Statements of Operations (dollars in thousands):

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

Year Ended December 31, 

    

2020

    

2019

    

2018

Reportable apartment home segment lease revenue

Same-Store Communities (a)

  

    

  

    

  

West Region

$

385,959

$

402,901

$

387,215

Mid-Atlantic Region

 

211,633

 

211,401

 

205,324

Northeast Region

108,073

122,008

119,540

Southeast Region

 

123,993

 

120,289

 

116,011

Southwest Region

 

65,713

 

64,970

 

63,287

Non-Mature Communities/Other

 

302,920

 

180,668

 

111,272

Total segment and consolidated lease revenue

$

1,198,291

$

1,102,237

$

1,002,649

Reportable apartment home segment other revenue

Same-Store Communities (a)

  

    

  

    

  

West Region

$

11,803

$

12,339

$

10,738

Mid-Atlantic Region

 

6,329

 

7,216

 

6,357

Northeast Region

 

2,697

 

2,760

 

2,623

Southeast Region

 

5,395

 

6,444

 

6,223

Southwest Region

 

2,543

 

2,793

 

2,664

Non-Mature Communities/Other

 

9,038

 

4,349

 

3,851

Total segment and consolidated other revenue

$

37,805

$

35,901

$

32,456

Total reportable apartment home segment rental income

Same-Store Communities (a)

  

    

  

    

  

West Region

$

397,762

$

415,240

$

397,953

Mid-Atlantic Region

 

217,962

 

218,617

 

211,681

Northeast Region

 

110,770

 

124,768

 

122,163

Southeast Region

 

129,388

 

126,733

 

122,234

Southwest Region

 

68,256

 

67,763

 

65,951

Non-Mature Communities/Other

 

311,958

 

185,017

 

115,123

Total segment and consolidated rental income

$

1,236,096

$

1,138,138

$

1,035,105

Reportable apartment home segment NOI

 

  

 

  

 

  

Same-Store Communities (a)

 

  

 

  

 

  

West Region

$

295,065

$

315,812

$

300,745

Mid-Atlantic Region

 

152,131

 

154,082

 

148,057

Northeast Region

 

65,553

 

83,832

 

84,059

Southeast Region

 

88,518

 

88,467

 

85,219

Southwest Region

 

42,931

 

42,210

 

39,631

Non-Mature Communities/Other

 

209,504

 

123,900

 

74,404

Total segment and consolidated NOI

 

853,702

 

808,303

 

732,115

Reconciling items:

 

  

 

  

 

  

Joint venture management and other fees

 

5,069

 

14,055

 

11,754

Property management

 

(35,538)

 

(32,721)

 

(28,465)

Other operating expenses

 

(22,762)

 

(13,932)

 

(12,100)

Real estate depreciation and amortization

 

(608,616)

 

(501,257)

 

(429,006)

General and administrative

 

(49,885)

 

(51,533)

 

(46,983)

Casualty-related (charges)/recoveries, net

 

(2,131)

 

(474)

 

(2,121)

Other depreciation and amortization

 

(10,013)

 

(6,666)

 

(6,673)

Gain/(loss) on sale of real estate owned

119,277

5,282

136,197

Income/(loss) from unconsolidated entities

 

18,844

 

137,873

 

(5,055)

Interest expense

 

(202,706)

 

(170,917)

 

(134,168)

Interest income and other income/(expense), net

 

6,274

 

15,404

 

6,735

Tax (provision)/benefit, net

 

(2,545)

 

(3,838)

 

(688)

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

 

(4,543)

 

(14,426)

 

(18,215)

Net (income)/loss attributable to noncontrolling interests

 

(161)

 

(188)

 

(221)

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

$

64,266

$

184,965

$

203,106

(a)Same-Store Community population consisted of 37,607 apartment homes.

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UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

DECEMBER 31, 2020

The following table details the assets of UDR’s reportable segments as of December 31, 2020 and 2019 (dollars in thousands):

    

December 31, 

    

December 31, 

2020

2019

Reportable apartment home segment assets:

 

  

 

  

Same-Store Communities (a):

 

  

 

  

West Region

$

3,732,329

$

3,696,544

Mid-Atlantic Region

 

2,255,449

 

2,222,405

Northeast Region

 

1,507,878

 

1,500,597

Southeast Region

 

827,683

 

806,830

Southwest Region

 

614,647

 

600,350

Non-Mature Communities/Other

 

4,133,486

 

3,775,375

Total segment assets

 

13,071,472

 

12,602,101

Accumulated depreciation

 

(4,605,366)

 

(4,131,353)

Total segment assets — net book value

 

8,466,106

 

8,470,748

Reconciling items:

 

  

 

  

Cash and cash equivalents

 

1,409

 

8,106

Restricted cash

 

22,762

 

25,185

Notes receivable, net

 

157,992

 

153,650

Investment in and advances to unconsolidated joint ventures, net

 

600,233

 

588,262

Operating lease right-of-use assets

200,913

204,225

Other assets

 

188,118

 

186,296

Total consolidated assets

$

9,637,533

$

9,636,472

(a)Same-Store Community population consisted of 37,607 apartment homes.

Markets included in the above geographic segments are as follows:

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

(1)

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Report of Independent Registered Public Accounting Firm

The Partners

United Dominion Realty, L.P.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of United Dominion Realty, L.P. (the Partnership) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income/(loss), changes in capital and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and the financial statement schedule listed in the accompanying Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

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Indicators of Impairment of Real Estate Owned and Investment in Unconsolidated Entities

Description of the Matter

At December 31, 2020, the Partnership’s real estate owned, net and investment in unconsolidated entities were approximately $2.2 billion and $51.3 million, respectively. As more fully described in Note 2 to the consolidated financial statements, the Partnership periodically evaluates these assets for indicators of impairment, and this includes, among other things, judgments based on factors such as operational performance, market conditions, the Partnership’s intent and ability to hold each asset, as well as any significant cost overruns on development or redevelopment communities. During 2020, the Partnership did not recognize an impairment related to real estate owned, net or any other than temporary impairments related to its investment in unconsolidated entities.

Auditing the Partnership’s evaluation for indicators of impairment was complex due to a high degree of subjectivity in the identification of events or changes in circumstances that may indicate an impairment of its real estate owned or that the value of its investment in unconsolidated entities may be other than temporarily impaired. Differences or changes in these judgments could have a material impact on the Partnership’s analysis.

How We Addressed the Matter in Our Audit

We tested the Partnership’s internal controls over the asset impairment evaluation process. This included testing controls over management’s determination and review of the considerations used in the impairment indicator analysis.  

Our procedures with regards to the Partnership’s evaluation for indicators of impairment included, among others, testing the completeness and accuracy of management’s impairment analysis and evaluating management’s judgments determining whether indicators of impairment were present. For example, we performed inquires of management, considered historical operating results and the current market conditions, performed an independent assessment using both internally and externally available information, read the minutes of the meetings of the Board of Directors, and reviewed the Partnership’s development and redevelopment costs.

Accounting for acquisitions of real estate investment properties

Description of the Matter

During 2020, the Partnership acquired real estate investment properties. These transactions were accounted for as asset acquisitions. The aggregate increase in real estate and other assets due to these acquisitions was approximately $251.1 million. As more fully described in Note 3 to the consolidated financial statements, the total consideration was allocated to land, land improvements, buildings and improvements, and real estate intangible assets based on their relative fair value.

Auditing the Partnership’s acquisition of real estate investment properties is complex and requires a higher degree of auditor judgment due to the significant assumptions that are utilized in the determination of the relative fair values of the assets acquired. The significant assumptions used in management’s analysis to estimate the fair value of these components includes capitalization rates, market comparable prices for similar land parcels, market rental rates, leasing commission rates as well as the time it would take to lease any acquired buildings that were vacant at acquisition.  

How We Addressed the Matter in Our Audit

We tested the Partnership’s internal controls over the acquisition of real estate investment properties and the resulting purchase price allocations. This included testing controls over management’s identification of the assets acquired and liabilities assumed and evaluating the methods and significant assumptions used by the Partnership to develop such estimates.  

Our testing of the fair values of the assets acquired included, among others, evaluating the selection of the Partnership’s valuation model and testing the significant assumptions discussed above as well as the completeness and accuracy of the underlying data. For example, we compared management’s assumptions to observable market transactions and replacement costs associated

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with the fair value of the land and buildings and improvements. For in-place leases, we compared management’s assumptions to published market data for comparable leases, related leasing commissions and the amount of time it would take to lease up the space to stabilization assuming the space was vacant at acquisition. We involved our real estate valuation specialists to assist in evaluating the significant assumptions listed above. In addition, we performed sensitivity tests on the significant assumptions to evaluate the change in the fair value resulting from changes in the assumptions.

/s/ Ernst & Young LLP

We have served as the Partnership’s auditor since 2010.


Denver, Colorado

February 18, 2021

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UNITED DOMINION REALTY, L.P.

CONSOLIDATED BALANCE SHEETS

(In thousands, except for unit data)

    

December 31, 

    

December 31, 

2020

2019

ASSETS

 

  

 

  

Real estate owned:

 

  

 

  

Real estate held for investment

$

4,043,725

$

3,875,160

Less: accumulated depreciation

 

(1,892,011)

 

(1,796,568)

Total real estate owned, net of accumulated depreciation

 

2,151,714

 

2,078,592

Cash and cash equivalents

 

26

 

24

Restricted cash

 

15,062

 

13,998

Investment in unconsolidated entities

 

51,302

 

76,222

Operating lease right-of-use assets

202,438

205,668

Other assets

 

37,025

 

24,241

Total assets

$

2,457,567

$

2,398,745

LIABILITIES AND CAPITAL

 

  

 

  

Liabilities:

 

  

 

  

Secured debt, net

$

99,104

$

99,071

Notes payable due to the General Partner

 

810,700

 

637,233

Operating lease liabilities

197,135

200,001

Real estate taxes payable

 

3,107

 

2,801

Accrued interest payable

 

205

 

217

Security deposits and prepaid rent

 

18,485

 

17,946

Distributions payable

 

66,833

 

63,364

Accounts payable, accrued expenses, and other liabilities

 

13,566

 

12,226

Total liabilities

 

1,209,135

 

1,032,859

Commitments and contingencies (Note 11)

 

  

 

  

Capital:

 

  

 

  

Partners’ capital:

 

  

 

  

General partner:

 

  

 

  

110,883 OP Units outstanding at December 31, 2020 and December 31, 2019

 

779

 

859

Limited partners:

 

  

 

  

184,724,677 and 183,952,659 OP Units outstanding at December 31, 2020 and December 31, 2019, respectively

 

1,230,923

 

1,347,622

Accumulated other comprehensive income/(loss), net

 

(49)

 

Total partners’ capital

 

1,231,653

 

1,348,481

Noncontrolling interests

 

16,779

 

17,405

Total capital

 

1,248,432

 

1,365,886

Total liabilities and capital

$

2,457,567

$

2,398,745

See accompanying notes to the consolidated financial statements.

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UNITED DOMINION REALTY, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per unit data)

Year Ended December 31, 

    

2020

    

2019

    

2018

REVENUES:

  

    

  

    

  

Rental income

$

428,747

$

441,773

$

431,920

OPERATING EXPENSES:

 

  

 

  

 

  

Property operating and maintenance

 

69,213

 

67,710

 

67,400

Real estate taxes and insurance

 

56,247

 

51,057

 

47,140

Property management

 

12,326

 

12,701

 

11,878

Other operating expenses

 

16,138

 

9,488

 

8,864

Real estate depreciation and amortization

 

143,005

 

139,975

 

143,481

General and administrative

 

17,987

 

18,014

 

16,889

Casualty-related charges/(recoveries), net

 

793

 

853

 

951

Total operating expenses

 

315,709

 

299,798

 

296,603

Gain/(loss) on sale of real estate owned

57,960

75,507

Operating income

 

170,998

 

141,975

 

210,824

Income/(loss) from unconsolidated entities

 

(5,543)

 

(8,313)

 

43,496

Interest expense

 

(2,831)

 

(1,639)

 

(8,733)

Interest expense on notes payable due to the General Partner

 

(26,526)

 

(28,028)

 

(14,102)

Net income/(loss)

 

136,098

 

103,995

 

231,485

Net (income)/loss attributable to noncontrolling interests

 

(1,869)

 

(1,832)

 

(1,722)

Net income/(loss) attributable to OP unitholders

$

134,229

$

102,163

$

229,763

Net income/(loss) per weighted average OP Unit - basic and diluted

$

0.73

$

0.56

$

1.25

Weighted average OP Units outstanding - basic and diluted

 

184,753

 

184,034

 

183,609

See accompanying notes to the consolidated financial statements.

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UNITED DOMINION REALTY, L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(In thousands)

Year Ended December 31, 

    

2020

    

2019

    

2018

Net income/(loss)

$

136,098

    

$

103,995

    

$

231,485

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

 

  

 

  

 

  

Other comprehensive income/(loss) - derivative instruments:

 

  

 

  

 

  

Unrealized holding gain/(loss)

 

(49)

 

 

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

 

(49)

 

 

Comprehensive income/(loss)

 

136,049

 

103,995

 

231,485

Comprehensive (income)/loss attributable to noncontrolling interests

 

(1,869)

 

(1,832)

 

(1,722)

Comprehensive income/(loss) attributable to OP unitholders

$

134,180

$

102,163

$

229,763

See accompanying notes to consolidated financial statements.

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UNITED DOMINION REALTY, L.P.

CONSOLIDATED STATEMENT OF CHANGES IN CAPITAL

(In thousands)

Limited

Accumulated

Advances

 

Class A

Partners

UDR, Inc.

Other

Total

(to)/from

 

Limited

and LTIP

Limited

General

Comprehensive

Partners’

General

Noncontrolling

 

  

Partner

  

Units

  

Partner

  

Partner

  

Income/(Loss), net

  

Capital

Partner

  

Interests

  

Total

Balance at December 31, 2017

$

67,474

$

283,568

$

1,112,298

$

955

 

$

$

1,464,295

$

397,899

$

12,936

$

1,875,130

Net income/(loss)

 

2,221

9,977

217,426

139

229,763

1,722

231,485

Distributions

 

(2,328)

(10,718)

(224,637)

(144)

(237,827)

(237,827)

OP Unit redemptions for common shares of UDR

 

(416)

416

Adjustment to reflect limited partners’ capital at redemption value

 

2,034

4,295

(6,329)

Long-Term Incentive Plan Unit grants

15,839

15,839

15,839

Conversion of Advances (to)/from the General Partner to notes payable

(257,204)

(257,204)

Net change in advances (to)/from the General Partner

 

(140,695)

(839)

(141,534)

Balance at December 31, 2018

 

69,401

 

302,545

 

1,099,174

 

950

 

 

1,472,070

 

 

13,819

 

1,485,889

Net income/(loss)

 

971

3,404

97,727

61

102,163

1,832

103,995

Distributions

 

(2,396)

(9,063)

(241,207)

(152)

(252,818)

(252,818)

OP Unit redemptions for common shares of UDR

 

(79,010)

79,010

Adjustment to reflect limited partners’ capital at redemption value

 

13,827

39,638

(53,465)

Long-Term Incentive Plan Unit grants

 

27,066

27,066

27,066

Net contributions/(distributions) to/(from) noncontrolling interests

 

1,754

1,754

Balance at December 31, 2019

81,803

284,580

981,239

859

1,348,481

17,405

1,365,886

Net income/(loss)

1,272

4,984

127,893

80

134,229

1,869

136,098

Distributions

(2,524)

(10,281)

(253,598)

(160)

(266,563)

(266,563)

OP Unit redemptions for common shares of UDR

(110)

110

Adjustment to reflect limited partners’ capital at redemption value

(13,234)

(30,986)

44,220

Long-Term Incentive Plan Unit grants

15,555

15,555

15,555

Unrealized gain/(loss) on derivative financial investments

(49)

(49)

(49)

Net contributions/(distributions) to/(from) noncontrolling interests

(2,495)

(2,495)

Balance at December 31, 2020

$

67,317

$

263,742

$

899,864

$

779

$

(49)

$

1,231,653

$

$

16,779

$

1,248,432

See accompanying notes to the consolidated financial statements.

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UNITED DOMINION REALTY, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Year Ended December 31, 

2020

2019

2018

Operating Activities

    

  

    

  

    

  

Net income/(loss)

$

136,098

$

103,995

$

231,485

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

 

  

 

  

 

  

Depreciation and amortization

 

143,005

 

139,975

 

143,481

(Gain)/loss on sale of real estate owned

 

(57,960)

 

 

(75,507)

(Income)/loss from unconsolidated entities

 

5,543

 

8,313

 

(43,496)

Other

 

5,233

 

3,534

 

1,771

Changes in operating assets and liabilities:

 

 

  

 

  

(Increase)/decrease in operating assets

 

(15,340)

 

1,084

 

(3,260)

Increase/(decrease) in operating liabilities

 

1,104

 

(1,808)

 

1,194

Net cash provided by/(used in) operating activities

 

217,683

 

255,093

 

255,668

Investing Activities

 

  

 

  

 

  

Acquisition of real estate assets

 

(250,727)

 

 

Proceeds from sales of real estate investments, net

 

143,952

 

 

98,533

Capital expenditures and other major improvements — real estate assets

 

(52,641)

 

(62,397)

 

(44,227)

Distributions received from unconsolidated entities

 

19,377

 

18,491

 

17,377

Net cash provided by/(used in) investing activities

 

(140,039)

 

(43,906)

 

71,683

Financing Activities

 

  

 

  

 

  

Advances (to)/from the General Partner, net

 

 

 

(348,381)

Proceeds from the issuance of secured debt

 

 

72,500

 

Payments on secured debt

 

 

 

(133,205)

Issuance/(repayment) of notes payable to the General Partner

(61,784)

(272,913)

169,577

Distributions paid to partnership unitholders

 

(14,783)

 

(10,064)

 

(12,705)

Payments of financing costs

(11)

Other

 

 

(376)

 

(1,821)

Net cash provided by/(used in) financing activities

 

(76,578)

 

(210,853)

 

(326,535)

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

 

1,066

 

334

 

816

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

 

14,022

 

13,688

 

12,872

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

$

15,088

$

14,022

$

13,688

Supplemental Information:

 

  

 

  

 

  

Interest paid during the period, net of amounts capitalized, and cash paid for operating leases

$

42,423

$

38,400

$

17,173

Non-cash transactions:

 

  

 

  

 

  

Development costs and capital expenditures incurred but not yet paid

3,649

2,913

 

2,056

Recognition of operating lease right-of-use assets

94,174

Recognition of operating lease liabilities

88,161

Right-of-use assets obtained in exchange for new operating lease liabilities remeasurements

111,055

Right-of-use asset obtained in exchange for new operating lease liability

316

1,443

LTIP Unit grants

 

15,555

 

27,066

 

15,839

Distributions declared but not yet paid

66,833

63,364

59,461

Conversion of Advances (to)/from the General Partner to notes payable

257,204

The following reconciles cash, cash equivalents, and restricted cash to the total of the same amounts as shown above:

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

 

Cash and cash equivalents

$

24

$

125

$

293

Restricted cash

13,998

13,563

12,579

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

$

14,022

$

13,688

$

12,872

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

Cash and cash equivalents

$

26

$

24

$

125

Restricted cash

15,062

13,998

13,563

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

$

15,088

$

14,022

$

13,688

See accompanying notes to the consolidated financial statements.

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UNITED DOMINION REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020

1. CONSOLIDATION AND BASIS OF PRESENTATION

United Dominion Realty, L.P. (“UDR, L.P.,” the “Operating Partnership,” “we” or “our”) is a Delaware limited partnership, that owns, acquires, renovates, redevelops, manages, and disposes of multifamily apartment communities generally located in high barrier to entry markets located in the United States. The high barrier to entry markets are characterized by limited land for new construction, difficult and lengthy entitlement process, expensive single-family home prices and significant employment growth potential. UDR, L.P. is a subsidiary of UDR, Inc. (“UDR” or the “General Partner”), a self-administered real estate investment trust, or REIT, through which UDR conducts a significant portion of its business. During the years ended December 31, 2020, 2019, and 2018, rental revenues of the Operating Partnership represented 35%, 39%, and 42%, respectively, of the General Partner’s consolidated rental revenues. As of December 31, 2020, the Operating Partnership’s apartment portfolio consisted of 53 communities located in 15 markets consisting of 17,174 apartment homes.

Interests in UDR, L.P. are represented by operating partnership units (“OP Units”). The Operating Partnership’s net income is allocated to the partners, which is initially based on their respective distributions made during the year and secondly, their percentage interests. Distributions are made in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. (the “Operating Partnership Agreement”), on a per unit basis that is generally equal to the dividend per share on UDR’s common stock, which is publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “UDR.”

As of December 31, 2020, there were 184.8 million OP Units outstanding, of which 176.2 million, or 95.3%, were owned by UDR and affiliated entities and 8.6 million, or 4.7%, were owned by non-affiliated limited partners. There were 184.1 million OP Units outstanding as of December 31, 2019, of which 176.2 million, or 95.7%, were owned by UDR and affiliated entities and 7.9 million, or 4.3%, were owned by non-affiliated limited partners. See Note 10, Capital Structure.

As sole general partner of the Operating Partnership, UDR owned all 0.1 million general partner OP units, or 0.1%, of the total OP Units outstanding as of December 31, 2020 and 2019. At December 31, 2020 and 2019, there were 184.7 million and 184.0 million, respectively, of limited partner OP Units outstanding, of which 1.9 million were Class A Limited Partnership Units as of both periods. Of the limited partner OP Units outstanding, UDR owned 176.1 million, or 95.3%, and 176.1 million, or 95.7%, at December 31, 2020 and 2019, respectively. The remaining 8.6 million, or 4.7%, and 7.9 million, or 4.3%, of the limited partner OP Units outstanding were held by outside limited partners at December 31, 2020 and 2019, respectively, of which 1.8 million were Class A Limited Partnership units as of both periods. See Note 10, Capital Structure.

The Operating Partnership evaluated subsequent events through the date its financial statements were issued. No significant recognized or non-recognized subsequent events were noted other than those noted in Note 6, Debt, Net.

2. SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The updated standard will be effective for the Operating Partnership on January 1, 2022; however, early adoption of the ASU is permitted on January 1, 2021. The Operating Partnership is currently evaluating the effect that the updated standard will have on the consolidated financial statements and related disclosures.

In April 2020, the FASB issued a Staff Q&A on accounting for leases during the COVID-19 pandemic, focused on the application of lease guidance in ASC 842, Leases. The Q&A states that some lease contracts may contain explicit

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UNITED DOMINION REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 2020

or implicit enforceable rights and obligations that require lease concessions if certain circumstances arise that are beyond the control of the parties to the contract. Therefore, entities would need to perform a lease-by-lease analysis to determine whether contractual provisions in an existing lease agreement provide enforceable rights and obligations related to lease concessions.

The FASB determined it would be acceptable for entities to not perform a lease-by-lease analysis regarding rent concessions resulting from COVID-19, and to instead make a policy election regarding rent concessions, which would give entities the option to account or not to account for these rent concessions as lease modifications if the total payments required by the modified contract are substantially the same or less than the total payments required by the original contract. Entities making the election to account for these rent concessions as lease modifications would recognize the effects of rent abatements and rent deferrals on a prospective straight-line basis over the remainder of the modified contract.

We have made the election to not perform a lease-by-lease analysis to determine whether contractual provisions in an existing lease agreement provide enforceable rights and obligations related to lease concessions. By electing the FASB relief, we have also made an accounting policy election to account for rent abatements and rent deferrals given to lessees due to the COVID-19 pandemic as lease modifications. The lease concessions given to lessees due to the COVID-19 pandemic did not have a material impact on our consolidated financial statements.

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

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The standard required entities to estimate a lifetime expected credit loss for most financial assets, including trade and other receivables, held-to-maturity debt securities, loans and other financial instruments, and to present the net amount of the financial instrument expected to be collected. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, which amended the transition requirements and scope of ASU 2016-13 and clarified that receivables arising from operating leases are not within the scope of the credit losses standard, but rather, should be accounted for in accordance with the leases standard. The updated standard became effective for the Operating Partnership on January 1, 2020 and was adopted on a modified retrospective basis. However, as the Operating Partnership’s financial assets primarily relate to receivables arising from operating leases, the ASU did not have a material impact on the consolidated financial statements. Disclosures were updated pursuant to the requirements of the ASU.

Real Estate

Real estate assets held for investment are carried at historical cost and consist of land, land improvements, buildings and improvements, furniture, fixtures and equipment and other costs incurred during their development, acquisition and redevelopment.

Expenditures for ordinary repair and maintenance costs are charged to expense as incurred. Expenditures for improvements, renovations, and replacements related to the acquisition and/or improvement of real estate assets are capitalized and depreciated over their estimated useful lives if the expenditures qualify as a betterment or the life of the related asset will be substantially extended beyond the original life expectancy.

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UNITED DOMINION REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 2020

The Operating Partnership purchases real estate investment properties and records the tangible and identifiable intangible assets and liabilities acquired based on their estimated fair value. The primary, although not only, identifiable intangible asset associated with our portfolio is the value of existing lease agreements. When recording the acquisition of a community, we first assign fair value to the estimated intangible value of the existing lease agreements and then to the estimated value of the land, building and fixtures assuming the community is vacant. The Operating Partnership estimates the intangible value of the lease agreements by determining the lost revenue associated with a hypothetical lease-up. Depreciation on the building is based on the expected useful life of the asset and the in-place leases are amortized over their remaining average contractual life. Property acquisition costs are capitalized as incurred if the acquisition does not meet the definition of a business.

Quarterly or when changes in circumstances warrant, we will assess our real estate properties for indicators of impairment. The judgments regarding the existence of impairment indicators are based on certain factors. Such factors include, among other things, operational performance, market conditions, the Operating Partnership’s intent and ability to hold the related asset, as well as any significant cost overruns on development properties.

If a real estate property has indicators of impairment, we assess whether the long-lived asset’s carrying value exceeds the community’s undiscounted future cash flows, which is representative of projected net operating income (“NOI”) plus the residual value of the community. Our future cash flow estimates are based upon historical results adjusted to reflect our best estimate of future market and operating conditions and our estimated holding periods. If such indicators of impairment are present and the carrying value exceeds the undiscounted cash flows of the community, an impairment loss is recognized equal to the excess of the carrying amount of the asset over its estimated fair value. Our estimates of fair value represent our best estimate based primarily upon unobservable inputs related to rental rates, operating costs, growth rates, discount rates and capitalization rates, industry trends and reference to market rates and transactions.

For long-lived assets to be disposed of, impairment losses are recognized when the fair value of the asset less estimated cost to sell is less than the carrying value of the asset. Properties classified as real estate held for disposition generally represent properties that are actively marketed or contracted for sale with the closing expected to occur within the next twelve months. Real estate held for disposition is carried at the lower of cost, net of accumulated depreciation, or fair value, less the cost to sell, determined on an asset-by-asset basis. Expenditures for ordinary repair and maintenance costs on held for disposition properties are charged to expense as incurred. Expenditures for improvements, renovations, and replacements related to held for disposition properties are capitalized at cost. Depreciation is not recorded on real estate held for disposition.

For the years ended December 31, 2020, 2019 and 2018, the Operating Partnership did not record any impairments on our real estate properties.

Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets which are 30 to 55 years for buildings, 10 to 35 years for major improvements, and 3 to 10 years for furniture, fixtures, equipment, and other assets.

Predevelopment, development, and redevelopment projects and related costs are capitalized and reported on the Consolidated Balance Sheets as Total real estate owned, net of accumulated depreciation. The Operating Partnership capitalizes costs directly related to the predevelopment, development, and redevelopment of a capital project, which include, but are not limited to, interest, real estate taxes, insurance, and allocated development and redevelopment overhead related to support costs for personnel working on the capital projects. We use our professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred. These costs are capitalized only during the period in which activities necessary to ready an asset for its intended use are in progress and such costs are incremental and identifiable to a specific activity to get the asset ready for its intended use. These costs, excluding the direct costs of development and redevelopment and capitalized interest, for the years ended December 31, 2020, 2019, and 2018 were $0.9 million, $0.8 million, and less than $0.1 million, respectively. During the years ended December 31, 2020, 2019, and 2018, total interest capitalized was $0.1 million, $0.2 million, and less than $0.1 million, respectively. As each home in a capital project is completed and becomes available for lease-up, the Operating Partnership ceases capitalization on the related portion and depreciation commences over the estimated useful life.

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UNITED DOMINION REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 2020

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, demand deposits with financial institutions and short-term, highly liquid investments. We consider all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. The majority of the Operating Partnership’s cash and cash equivalents are held at major commercial banks.

Restricted Cash

Restricted cash primarily consists of escrow deposits held by lenders for real estate taxes, insurance and replacement reserves, and security deposits.

Real Estate Sales Gain Recognition 

 

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

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

 

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

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

 

Derivative Financial Instruments

The General Partner utilizes derivative financial instruments to manage interest rate risk and generally designates these financial instruments as cash flow hedges. Derivative financial instruments associated with the Operating Partnership’s allocation of the General Partner’s debt are recorded on our Consolidated Balance Sheets as either an asset or liability and measured quarterly at their fair value. The changes in fair value for the General Partner’s cash flow hedges allocated to the Operating Partnership that are deemed effective are reflected in other comprehensive income/(loss) and for non-designated derivative financial instruments in earnings. The ineffective component of cash flow hedges, if any, is recorded in earnings.

Noncontrolling Interests

The noncontrolling interests represent the General Partner’s interests in certain consolidated subsidiaries and are presented in the capital section of the Consolidated Balance Sheets since these interests are not convertible or redeemable into any other ownership interests of the Operating Partnership.

Income Taxes

The taxable income or loss of the Operating Partnership is reported on the tax returns of the partners. Accordingly, no provision has been made in the accompanying financial statements for federal or state income taxes on

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UNITED DOMINION REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 2020

income that is passed through to the partners. However, any state or local revenue, excise or franchise taxes that result from the operating activities of the Operating Partnership are recorded at the entity level. The Operating Partnership’s tax returns are subject to examination by federal and state taxing authorities. Net income for financial reporting purposes differs from the net income for income tax reporting purposes primarily due to temporary differences, principally real estate depreciation and the tax deferral of certain gains on property sales. The differences in depreciation result from differences in the book and tax basis of certain real estate assets and the differences in the methods of depreciation and lives of the real estate assets.

The Operating Partnership evaluates the accounting and disclosure of tax positions taken or expected to be taken in the course of preparing the Operating Partnership’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. Management of the Operating Partnership is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which include federal and certain states. The Operating Partnership has no examinations in progress and none are expected at this time.

Management of the Operating Partnership has reviewed all open tax years (2017 through 2019) of tax jurisdictions and concluded there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

Principles of Consolidation

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

Discontinued Operations

In accordance with GAAP, a discontinued operation represents (1) a component of an entity or group of components that has been disposed of or is classified as held for sale in a single transaction and represents a strategic shift that has or will have a major effect on an entity’s financial results, or (2) an acquired business that is classified as held for sale on the date of acquisition. A strategic shift could include a disposal of (1) a separate major line of business, (2) a separate major geographic area of operations, (3) a major equity method investment, or (4) other major parts of an entity.

We record sales of real estate that do not meet the definition of a discontinued operation in Gain/(loss) on sale of real estate owned on the Consolidated Statements of Operations.

Allocation of General and Administrative Expenses

The Operating Partnership is charged directly for general and administrative expenses it incurs. The Operating Partnership is also charged with other general and administrative expenses that have been allocated by the General Partner to each of its subsidiaries, including the Operating Partnership, based on reasonably anticipated benefits to the parties. (See Note 7, Related Party Transactions.)

Advertising Costs

All advertising costs are expensed as incurred and reported on the Consolidated Statements of Operations within the line item Property operating and maintenance. During the years ended December 31, 2020, 2019, and 2018, total advertising expense was $2.9 million, $1.9 million, and $1.9 million, respectively.

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UNITED DOMINION REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 2020

Comprehensive Income/(Loss)

Comprehensive income/(loss), which is defined as the change in capital during each period from transactions and other events and circumstances from nonowner sources, including all changes in capital during a period except for those resulting from investments by or distributions to unitholders, is displayed in the accompanying Consolidated Statements of Comprehensive Income/(Loss). For the years ended December 31, 2020, 2019, and 2018, the Operating Partnership’s other comprehensive income/(loss) consisted of the gain/(loss) (effective portion) on derivative instruments that are designated as and qualify as cash flow hedges and (gain)/loss reclassified from other comprehensive income/(loss) into earnings. The (gain)/loss reclassified from other comprehensive income/(loss) is included in Interest expense on the Consolidated Statements of Operations. See Note 9, Derivatives and Hedging Activity, for further discussion.

Impact of COVID-19 Pandemic

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

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

During the year ended December 31, 2020, the Operating Partnership performed an analysis in accordance with the ASC 842, Leases, guidance to assess the collectibility of its operating lease receivables in light of the COVID-19 pandemic. This analysis included an assessment of collectibility of current and future rents and whether those lease payments were no longer probable of collection. In accordance with the leases guidance, if lease payments are no longer deemed to be probable over the life of the lease contract, we recognize revenue only when cash is received, and all existing contractual operating lease receivables and straight-line lease receivables are reserved.

As a result of its analysis, the Operating Partnership reserved approximately $5.5 million of multifamily tenant lease receivables and approximately $3.5 million of retail tenant lease receivables (inclusive of $2.2 million of reserves on straight-line lease receivables) for its wholly-owned communities. In aggregate, the reserve is reflected as a $9.0 million reduction to Rental income on the Consolidated Statements of Operations for the year ended December 31, 2020. The impact to deferred leasing commissions was not material for the year ended December 31, 2020.

The Operating Partnership did not recognize any other adjustments to the carrying amounts of assets or asset impairment charges due to the COVID-19 pandemic for the year ended December 31, 2020.

Use of Estimates

The preparation of these financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates.

Market Concentration Risk

The Operating Partnership is subject to increased exposure from economic and other competitive factors specific to those markets where it holds a significant percentage of the carrying value of its real estate portfolio at December 31, 2020, the Operating Partnership held greater than 10% of the carrying value of its real estate portfolio in each of the Orange County, California, San Francisco, California; Metropolitan D.C. and New York, New York markets.

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UNITED DOMINION REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 2020

3. REAL ESTATE OWNED

Real estate assets owned by the Operating Partnership consist of income producing operating properties, properties under development, land held for future development, and sold or held for disposition properties. At December 31, 2020, the Operating Partnership owned and consolidated 53 communities in nine states plus the District of Columbia totaling 17,174 apartment homes. The following table summarizes the carrying amounts for our real estate owned (at cost) as of December 31, 2020 and 2019 (dollars in thousands):

    

December 31, 

    

December 31, 

2020

2019

Land

$

730,559

$

711,256

Depreciable property — held and used:

 

 

Land improvements

101,470

96,864

Buildings, improvements, and furniture, fixtures and equipment

 

3,211,696

 

3,067,040

Real estate owned

 

4,043,725

 

3,875,160

Accumulated depreciation

 

(1,892,011)

 

(1,796,568)

Real estate owned, net

$

2,151,714

$

2,078,592

Acquisitions

In November 2020, the Operating Partnership acquired a 672 apartment home operating community located in Tampa, Florida for approximately $122.5 million. The Operating Partnership increased its real estate assets owned by approximately $119.4 million and recorded approximately $3.1 million of in-place lease intangibles.

In December 2020, the Operating Partnership acquired a 400 apartment home operating community located in Herndon, Virginia for approximately $128.6 million. The Operating Partnership increased its real estate assets owned by approximately $125.9 million and recorded approximately $2.7 million of in-place lease intangibles.

The Operating Partnership did not have any acquisitions of real estate during the years ended December 31, 2019 and 2018.

Dispositions

In October 2020, the Operating Partnership sold an operating community located in Alexandria, Virginia with a total of 332 apartment homes for gross proceeds of $145.0 million, resulting in a gain of approximately $58.0 million. The proceeds were designated for a tax-deferred Section 1031 exchange and were used to pay a portion of the purchase price for acquisitions in November and December 2020.

The Operating Partnership did not have any dispositions of real estate during the year ended December 31, 2019.

In February 2018, the Operating Partnership sold an operating community in Orange County, California with a total of 264 apartment homes for gross proceeds of $90.5 million, resulting in a gain of $70.3 million. The proceeds were designated for a tax-deferred Section 1031 exchange that were used to pay a portion of the purchase price for an acquisition in October 2017.

In December 2018, the Operating Partnership sold a commercial office building in Fairfax, Virginia for gross proceeds of $9.3 million, resulting in a gain of $5.2 million.

Other Activity

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

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

4. UNCONSOLIDATED ENTITIES

The DownREIT Partnership is accounted for by the Operating Partnership under the equity method of accounting and is included in Investment in unconsolidated entities on the Consolidated Balance Sheets. The Operating Partnership recognizes earnings or losses from its investments in unconsolidated entities consisting of our proportionate share of the net earnings or losses of the partnership in accordance with the Partnership Agreement.

The DownREIT Partnership is a VIE as the limited partners lack substantive kick-out rights and substantive participating rights. The Operating Partnership is not the primary beneficiary of the DownREIT Partnership as it lacks the power to direct the activities that most significantly impact its economic performance and will continue to account for its interest as an equity method investment. See Note 2, Significant Accounting Policies.

As of December 31, 2020, the DownREIT Partnership owned 12 communities with 5,657 apartment homes. The Operating Partnership’s investment in the DownREIT Partnership was $51.3 million and $76.2 million as of December 31, 2020 and 2019, respectively.

In December 2018, the DownREIT Partnership sold an operating community in Fairfax, Virginia with a total of 604 apartment homes for gross proceeds of $150.7 million. As a result, the Operating Partnership recorded a gain of $51.1 million, which is included in Income/(loss) from unconsolidated entities on the Consolidated Statement of Operations.

We consider various factors to determine if a decrease in the value of our Investment in unconsolidated entities is other-than-temporary. These factors include, but are not limited to, age of the entity, our intent and ability to retain our investment in the entity, the financial condition and long-term prospects of the entity, and the relationships with the other joint venture partners and its lenders. Based on the significance of the unobservable inputs, we classify these fair value measurements within Level 3 of the valuation hierarchy. The Operating Partnership did not incur any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures during the years ended December 31, 2020, 2019 and 2018.

Condensed summary financial information relating to the DownREIT Partnership (not just our proportionate share), is presented below for the years ended December 31, 2020, 2019 and 2018 (dollars in thousands):

December 31, 

December 31, 

    

2020

    

2019

Total real estate, net

 

$

1,042,449

 

$

1,106,703

Cash and cash equivalents

 

23

 

20

Note receivable from the General Partner

 

306,594

 

222,853

Other assets

 

7,940

 

4,829

Total assets

 

$

1,357,006

 

$

1,334,405

Secured debt, net

$

506,605

$

427,592

Other liabilities

 

28,800

 

28,087

Total liabilities

 

535,405

 

455,679

Total capital

$

821,601

$

878,726

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UNITED DOMINION REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 2020

Year Ended

December 31, 

    

2020

    

2019

2018

Total revenue

$

130,597

 

$

128,621

$

138,121

Property operating expenses

 

(51,888)

 

(51,747)

 

(56,998)

Real estate depreciation and amortization

 

(82,092)

 

(82,283)

 

(85,872)

Gain/(loss) on sale of real estate

24,053

Operating income/(loss)

 

(3,383)

 

(5,409)

 

19,304

Interest expense

 

(15,599)

 

(15,648)

 

(14,456)

Other income/(loss)

 

8,466

 

8,061

 

4,884

Net income/(loss)

$

(10,516)

 

$

(12,996)

 

$

9,732

5. LEASES

Lessee - Ground and Equipment Leases

The Operating Partnership owns six communities that are subject to ground leases, under which the Operating Partnership is the lessee, expiring between 2043 and 2103, inclusive of extension options we are reasonably certain will be exercised. All of these leases are classified as operating leases through the lease term expiration based on our election of the practical expedient provided by the leasing standard. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the remaining lease term. In addition, the Operating Partnership leases equipment at seven communities from the General Partner, pursuant to leases that expire in 2030. We currently do not hold any finance leases. The Operating Partnership also elected the short-term lease exception provided by the leasing standard and therefore only recognizes right-of-use assets and lease liabilities for leases with a term greater than one year. No leases qualified for the short-term lease exception during the years ended December 31, 2020 and 2019.

As of December 31, 2020 and 2019, the Operating lease right-of-use assets were $202.4 million and $205.7 million, respectively, and the Operating lease liabilities were $197.1 million and $200.0 million, respectively, on our Consolidated Balance Sheets related to our ground and equipment leases. The value of the Operating lease right-of-use assets exceeds the value of the Operating lease liabilities due to prepaid lease payments and intangible assets for ground leases acquired in the purchase of real estate. The calculation of these amounts includes minimum lease payments over the remaining lease term (described further in the table below). Variable lease payments are excluded from the right-of-use assets and lease liabilities and are recognized in earnings in the period in which the obligation for those payments is incurred.

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

The weighted average remaining lease term for these leases was 43.7 years and 44.4 years at December 31, 2020 and 2019, respectively, and the weighted average discount rate was 5.0% at both December 31, 2020 and 2019.

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DECEMBER 31, 2020

Future minimum lease payments and total operating lease liabilities from our ground and equipment leases as of December 31, 2020 are as follows (dollars in thousands):

Ground Leases

Equipment Leases

Total

2021

$

12,442

$

179

$

12,621

2022

12,442

183

12,625

2023

12,442

187

12,629

2024

12,442

191

12,633

2025

12,442

195

12,637

Thereafter

442,778

813

443,591

Total future minimum lease payments (undiscounted)

504,988

1,748

506,736

Difference between future undiscounted cash flows and discounted cash flows

(309,396)

(205)

(309,601)

Total operating lease liabilities (discounted)

$

195,592

$

1,543

$

197,135

For purposes of recognizing our ground lease contracts, the Operating Partnership uses the minimum lease payments, if stated in the agreement. For ground lease agreements where there is a rent reset provision based on a change in an index or a rate (i.e., changes in fair market rental rates or changes in the consumer price index) but that does not include a specified minimum lease payment, the Operating Partnership uses the current rent over the remainder of the lease term. If there is a contingency, upon which some or all of the variable lease payments that will be paid over the remainder of the lease term are based, which is resolved such that those payments now meet the definition of lease payments, the Operating Partnership will remeasure the right-of-use asset and lease liability on the reset date. For the year ended December 31, 2019, Operating lease right-of-use assets and Operating lease liabilities increased by $111.1 million due to future minimum payments on two of our ground leases becoming fixed for the remainder of their terms.

For the years ended December 31, 2020 and 2019, Operating lease right-of-use assets and Operating lease liabilities increased by $0.3 million and $1.4 million, respectively, due to the Operating Partnership entering into new equipment leases.

The components of operating lease expenses from our ground and equipment leases were as follows (dollars in thousands):

Year Ended December 31,

2020

2019

Ground lease expense:

Contractual ground lease rent expense

$

12,821

$

8,272

Variable ground lease expense (a)

119

664

Total ground lease expense (b)

12,940

8,936

Contractual equipment lease expense (b)

155

19

Total operating lease expense (c)

$

13,095

$

8,955

(a)Variable ground lease expense includes adjustments such as changes in the consumer price index and payments based on a percentage of income of the lessee.
(b)Ground lease and equipment lease expense are reported within the line item Other operating expenses on the Consolidated Statements of Operations.
(c)For the year ended December 31, 2020, Operating lease right-of-use assets and Operating lease liabilities amortized by $3.5 million and $3.2 million, respectively, and for the year ended December 31, 2019, Operating lease right-of-use assets and Operating lease liabilities amortized by $1.0 million and $0.7 million, respectively. Due to the net impact of the amortization, the Operating Partnership recorded $0.3 million and $0.3 million of total operating lease expense during the years ended December 31, 2020 and 2019, respectively, due to the net impact of the amortization. 

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DECEMBER 31, 2020

Lessor - Apartment Home and Retail and Commercial Leases

The Operating Partnership’s communities and retail and commercial space are leased to tenants under operating leases. As of December 31, 2020, our apartment home leases generally have initial terms of 12 months or less and represent 97.7% of our total lease revenue. As of December 31, 2020, our retail and commercial space leases generally have initial terms between 5 and 15 years and represent approximately 2.3% of our total lease revenue. Our apartment home leases are generally renewable at the end of the lease term, subject to potential increases in rental rates, and our retail and commercial space leases generally have renewal options, subject to associated increases in rental rates and certain other conditions. (See Note 12, Reportable Segments for further discussion around our major revenue streams and disaggregation of our revenue.)

Future minimum lease payments from our retail and commercial leases as of December 31, 2020 are as follows (dollars in thousands):

Retail and Commercial Leases

2021

$

6,808

2022

6,389

2023

6,110

2024

5,368

2025

4,777

Thereafter

9,115

Total future minimum lease payments (a)

$

38,567

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

Certain of our leases with retail and commercial tenants provide for the payment by the lessee of additional variable rent based on a percentage of the tenant’s revenue. The amounts shown in the table above do not include these variable percentage rents. The Operating Partnership recorded variable percentage rents of less than $0.1 million and $0.1 million during the years ended December 31, 2020 and 2019.

6. DEBT, NET

Our secured debt instruments generally feature either monthly interest and principal or monthly interest-only payments with balloon payments due at maturity. For purposes of classification in the following table, variable rate debt with a derivative financial instrument designated as a cash flow hedge is deemed as fixed rate debt due to the Operating

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DECEMBER 31, 2020

Partnership having effectively established the fixed interest rate for the underlying debt instrument. Secured debt consists of the following as of December 31, 2020 and 2019 (dollars in thousands):

Principal Outstanding

As of December 31, 2020

Weighted

Weighted

Average

December 31, 

December 31, 

Average

Years to

Communities

2020

2019

Interest Rate

Maturity

Encumbered

Fixed Rate Debt

    

  

    

  

    

  

    

  

    

  

Mortgage note payable

$

72,500

$

72,500

 

3.10

%  

9.1

 

1

Deferred financing costs

 

(328)

 

(365)

 

  

 

  

 

  

Total fixed rate secured debt, net

 

72,172

 

72,135

 

3.10

%  

9.3

 

1

Variable Rate Debt

 

  

 

  

 

  

 

  

 

  

Tax-exempt secured note payable

$

27,000

$

27,000

 

0.84

%  

11.2

 

1

Deferred financing costs

 

(68)

 

(64)

 

  

 

  

 

  

Total variable rate secured debt, net

 

26,932

 

26,936

 

0.84

%  

11.2

 

1

Total Secured Debt, Net

$

99,104

$

99,071

 

2.54

%  

9.7

 

2

The Operating Partnership may from time to time acquire properties subject to fixed rate debt instruments. In those situations, management will record the secured debt at its estimated fair value and amortize any difference between the fair value and par to interest expense over the life of the underlying debt instrument. The Operating Partnership did not have any unamortized fair value adjustments associated with the fixed rate debt instruments on the Operating Partnership’s properties.

Fixed Rate Debt

Mortgage note payable. At December 31, 2020, the Operating Partnership had a fixed rate mortgage note payable for $72.5 million with an interest rate of 3.10%. Interest payments are due monthly and the note matures in February 2030.

Variable Rate Debt

Tax-exempt secured note payable. The variable rate mortgage note payable for $27.0 million that secures a tax-exempt housing bond issue that matures in March 2032. Interest on this note is payable in monthly installments. The mortgage note payable has an interest rate of 0.84% as of December 31, 2020.

Guarantor on Unsecured Debt

The Operating Partnership is the guarantor on the General Partner’s unsecured revolving credit facility with an aggregate borrowing capacity of $1.1 billion, an unsecured commercial paper program with an aggregate borrowing capacity of $500 million, a $350 million term loan due September 2023, $300 million of medium-term notes due October 2025, $300 million of medium-term notes due September 2026, $300 million of medium-term notes due July 2027, $300 million of medium-term notes due January 2028, $300 million of medium-term notes due January 2029, $600 million of medium-term notes due January 2030, $400 million of medium-term notes due August 2031, $400 million of medium-term notes due August 2032, $350 million of medium-term notes due March 2033 and $300 million of medium-term notes due November 2034. As of December 31, 2020 and 2019, the General Partner did not have an outstanding balance under the unsecured revolving credit facility and had $190.0 million and $300.0 million, respectively, outstanding under its unsecured commercial paper program.

On February 11, 2021, the General Partner priced an offering of $300.0 million of 2.10% senior unsecured medium-term notes due 2033. The notes were priced at 99.592% of the principal amount of the notes. The General Partner intends to use the net proceeds to repay indebtedness, including the redemption of its $300.0 million 4.00% senior unsecured medium-term notes due October 2025 (plus the make-whole amount and accrued and unpaid interest), to fund potential acquisitions, or for other general corporate purposes. The settlement of the offering is expected to occur on February 26, 2021, subject to the satisfaction of customary closing conditions. The Operating Partnership will be the guarantor of the debt.

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UNITED DOMINION REALTY, L.P.

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DECEMBER 31, 2020

7. RELATED PARTY TRANSACTIONS

Shared Services

The Operating Partnership self-manages its own properties and is party to an Inter-Company Employee and Cost Sharing Agreement with the General Partner. This agreement provides for reimbursements to the General Partner for the Operating Partnership’s allocable share of costs incurred by the General Partner for (a) general and administrative costs, and (b) shared services of corporate level property management employees and related support functions and costs. See further discussion below.

Allocation of General and Administrative Expenses

The General Partner shares various general and administrative costs, employees and other overhead costs with the Operating Partnership including legal assistance, acquisitions analysis, marketing, human resources, IT, accounting, rent, supplies and advertising, and allocates these costs to the Operating Partnership first on the basis of direct usage when identifiable, with the remainder allocated based on the reasonably anticipated benefits to the parties. The general and administrative expenses allocated to the Operating Partnership by UDR were $13.4 million, $13.8 million, and $13.5 million during the years ended December 31, 2020, 2019 and 2018, respectively, and are included in General and administrative on the Consolidated Statements of Operations. In the opinion of management, this method of allocation reflects the level of services received by the Operating Partnership from the General Partner.

During the years ended December 31, 2020, 2019 and 2018, the Operating Partnership also reimbursed the General Partner $16.9 million, $16.9 million, and $15.2 million, respectively, for shared services related to corporate level property management costs incurred by the General Partner. These shared cost reimbursements are initially recorded within the line item General and administrative on the Consolidated Statements of Operations, and a portion related to property management costs is reclassified to Property management on the Consolidated Statements of Operations.

Notes Payable to the General Partner

The following table summarizes the Operating Partnership’s Notes payable due to the General Partner as of December 31, 2020 and 2019 (dollars in thousands):

Interest rate at

Balance Outstanding

    

December 31, 

December 31, 

    

December 31, 

2020

2020

2019

Note due August 2021

 

5.34

%  

$

5,500

$

5,500

Note due December 2023

 

5.18

%  

 

83,196

 

83,196

Note due April 2026

 

4.12

%  

 

184,638

 

184,638

Note due November 2028

4.69

%  

133,205

133,205

Note due December 2028 (a)

2.91

%  

404,161

230,694

Total notes payable due to the General Partner

 

  

$

810,700

$

637,233

(a)There is no limit on the total commitments under this unsecured revolving note. Interest is incurred on the unpaid principal balance at a variable interest rate equivalent to the General Partner’s weighted average interest rate on borrowings, or 2.91% as of December 31, 2020. The note matures on December 1, 2028. To the extent there is an outstanding principal balance on the revolving note payable, the General Partner, at its discretion, can demand payment at any time prior to the stated maturity date of the note.

Certain limited partners of the Operating Partnership have provided guarantees or reimbursement agreements related to these notes payable. The guarantees were provided by the limited partners in conjunction with their contribution of properties to the Operating Partnership. The Operating Partnership recognized interest expense on the notes payable of $26.5 million, $28.0 million and $14.1 million for the years ended December 31, 2020, 2019, and 2018, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 2020

8. FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS

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

Level 1 — Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

Level 2 — Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The estimated fair values of the Operating Partnership’s financial instruments either recorded or disclosed on a recurring basis as of December 31, 2020 and 2019 are summarized as follows (dollars in thousands):

Fair Value at December 31, 2020, Using

    

Total

    

    

Quoted

    

    

Carrying

Prices in

Amount in

Active

Statement of

Markets

Significant

Financial

Fair Value

for Identical

Other

Significant

Position at

Estimate at

Assets or

Observable

Unobservable

December 31, 

December 31, 

Liabilities

Inputs

Inputs

2020 (a)

2020

(Level 1)

(Level 2)

(Level 3)

Description:

 

  

 

  

 

  

 

  

 

  

Derivatives- Interest rate contracts (b)

$

2

$

2

$

$

2

$

Total assets

$

2

$

2

$

$

2

$

Secured debt instrument - fixed rate: (c)

 

  

 

  

 

  

 

  

 

  

Mortgage note payable

$

72,500

$

75,182

$

$

$

75,182

Secured debt instrument - variable rate: (c)

 

  

 

 

  

 

  

 

  

Tax-exempt secured note payable

27,000

27,000

27,000

Unsecured debt instruments: (d)

Notes payable due to the General Partner

810,700

810,700

810,700

Total liabilities

$

910,200

$

912,882

$

$

$

912,882

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 2020

Fair Value at December 31, 2019, Using

    

    

    

Quoted

    

    

Total

Prices in

Carrying

Active

Amount in

Markets

Statement of

for Identical

Significant

Financial

Fair Value

Assets

Other

Significant

Position at

Estimate at

or

Observable

Unobservable

December 31, 

December 31, 

Liabilities

Inputs

Inputs

2019 (a)

2019

(Level 1)

(Level 2)

(Level 3)

Description:

 

  

 

  

 

  

 

  

 

  

Secured debt instruments - fixed rate: (c)

 

  

 

  

 

  

 

  

 

  

Mortgage notes payable

$

72,500

$

71,976

$

$

$

71,976

Secured debt instrument - variable rate: (c)

 

  

 

 

  

 

  

 

  

Tax-exempt secured note payable

27,000

27,000

27,000

Unsecured debt instruments: (d)

Notes payable due to the General Partner

637,233

637,233

637,233

Total liabilities

$

736,733

$

736,209

$

$

$

736,209

(a)

Balances exclude deferred financing costs.

(b)

See Note 9, Derivatives and Hedging Activity.

(c)

See Note 6, Debt, Net.

(d)

See Note 7, Related Party Transactions.

There were no transfers into or out of each of the levels of the fair value hierarchy during the year ended December 31, 2020.

Financial Instruments Carried at Fair Value

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

The General Partner, on behalf of the Operating Partnership, incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Operating Partnership has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although the General Partner, on behalf of the Operating Partnership, has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2020 and 2019, the Operating Partnership has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Operating Partnership has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. In conjunction with the FASB’s fair value measurement guidance, the Operating Partnership made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 2020

Financial Instruments Not Carried at Fair Value

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

9. DERIVATIVES AND HEDGING ACTIVITY

Risk Management Objective of Using Derivatives

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

Cash Flow Hedges of Interest Rate Risk

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

The changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in Accumulated other comprehensive income/(loss), net on the Consolidated Balance Sheets and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the year ended December 31, 2020, one derivative was designated as a cash flow hedge by the Operating Partnership. No derivatives designated as cash flow hedges were held by the Operating Partnership in 2019 and 2018.

Amounts reported in Accumulated other comprehensive income/(loss), net on the Consolidated Balance Sheets related to derivatives that will be reclassified to interest expense as interest payments are made on the Operating Partnership’s variable-rate debt. Through December 31, 2021, the Operating Partnership estimates that less than $0.1 million will be reclassified as an increase to Interest expense.

As of December 31, 2020, the Operating Partnership had the following outstanding interest rate derivative that was designated as cash flow hedge of interest risk (dollars in thousands):

    

Number of

    

Product

Instruments

Notional

Interest rate caps

 

1

$

19,880

Derivatives not designated as hedges are not speculative and are used to manage the Operating Partnership’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements of GAAP. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. As of December 31, 2020, no derivatives not designated as hedges were held by the Operating Partnership.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 2020

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

The table below presents the fair value of the Operating Partnership’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of December 31, 2020 and 2019 (dollars in thousands): 

Asset Derivatives

Liability Derivatives

(included in Other assets)

(Included in Other liabilities)

Fair Value at:

Fair Value at:

    

December 31, 

    

December 31, 

    

December 31, 

    

December 31, 

2020

2019

2020

2019

Derivatives designated as hedging instruments:

 

  

 

  

 

  

 

  

Interest rate caps

$

2

$

$

$

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

The tables below present the effect of the Operating Partnership’s derivative financial instruments on the Consolidated Statements of Operations for the years ended December 31, 2020, 2019, and 2018 (dollars in thousands):

Gain/(Loss) Recognized in

Gain/(Loss) Reclassified

Interest expense

Unrealized holding gain/(loss)

from Accumulated OCI into

(Amount Excluded from

 Recognized in OCI

Interest expense

Effectiveness Testing)

Derivatives in Cash Flow Hedging Relationships

    

2020

    

2019

2018

    

2020

    

2019

2018

    

2020

    

2019

2018

Interest rate caps

$

(49)

$

$

$

$

$

$

$

$

Year Ended

December 31, 

2020

2019

2018

Total amount of Interest expense presented on the Consolidated Statements of Operations (a)

$

2,831

$

1,639

8,733

(a)Excludes Interest expense on notes payable due to the General Partner for the years ended December 31, 2020, 2019, and 2018.

Credit-risk-related Contingent Features

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

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

10. CAPITAL STRUCTURE

General Partnership Units

The General Partner has complete discretion to manage and control the operations and business of the Operating Partnership, which includes but is not limited to the acquisition and disposition of real property, construction of buildings and making capital improvements, and the borrowing of funds from outside lenders or UDR and its subsidiaries to finance such activities. The General Partner can generally authorize, issue, sell, redeem or purchase any OP Unit or securities of the Operating Partnership without the approval of the limited partners. The General Partner can

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 2020

also approve, with regard to the issuances of OP Units, the class or one or more series of classes, with designations, preferences, participating, optional or other special rights, powers and duties including rights, powers and duties senior to limited partnership interests without approval of any limited partners except holders of Class A Limited Partnership Units. There were 0.1 million General Partnership units outstanding at December 31, 2020 and 2019, all of which were held by UDR.

Limited Partnership Units

As of December 31, 2020 and 2019, there were 184.7 million and 184.0 million, respectively, of limited partnership units outstanding, of which 1.9 million were Class A Limited Partnership Units for both periods. UDR owned 176.1 million, or 95.3%, and 176.1 million, or 95.7%, of OP Units outstanding at December 31, 2020 and 2019, respectively, of which 0.1 million were Class A Limited Partnership Units for both periods. The remaining 8.6 million, or 4.7%, and 7.9 million, or 4.3%, of OP Units outstanding were held by non-affiliated limited partners at December 31, 2020 and 2019, respectively, of which 1.8 million were Class A Limited Partnership Units for both periods.

Subject to the terms of the Operating Partnership Agreement, the limited partners have the right to require the Operating Partnership to redeem all or a portion of the OP Units held by the limited partner at a redemption price equal to and in the form of the Cash Amount (as defined in the Operating Partnership Agreement), provided that such OP Units have been outstanding for at least one year. UDR, as general partner of the Operating Partnership, may, in its sole discretion, purchase the OP Units by paying to the limited partner either the Cash Amount or the REIT Share Amount (generally one share of common stock of UDR for each OP Unit), as defined in the Operating Partnership Agreement.

The non-affiliated limited partners’ capital is adjusted to redemption value at the end of each reporting period with the corresponding offset against UDR’s limited partner capital account based on the redemption rights noted above. The aggregate value upon redemption of the then-outstanding OP Units held by non-affiliated limited partners was $331.0 million and $366.4 million as of December 31, 2020 and 2019, respectively, based on the value of UDR’s common stock at each period end. A limited partner has no right to receive any distributions from the Operating Partnership on or after the date of redemption of its OP Units.

Class A Limited Partnership Units

Class A Limited Partnership Units have a cumulative, annual, non-compounded preferred return, which is equal to 8% based on a value of $16.61 per Class A Limited Partnership Unit.

Holders of the Class A Limited Partnership Units exclusively possess certain voting rights. The Operating Partnership may not do the following without approval of the holders of the Class A Limited Partnership Units: (i) increase the authorized or issued amount of Class A Limited Partnership Units, (ii) reclassify any other partnership interest into Class A Limited Partnership Units, (iii) create, authorize or issue any obligations or security convertible into or the right to purchase Class A Limited Partnership Units, (iv) enter into a merger or acquisition, or (v) amend or modify the Operating Partnership Agreement in a manner that adversely affects the relative rights, preferences or privileges of the Class A Limited Partnership Units.

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DECEMBER 31, 2020

The following table shows OP Units outstanding and OP Unit activity as of and for the years ended December 31, 2020, 2019, and 2018 (units in thousands):

UDR, Inc.

  

Class A

  

  

  

Class A

  

  

Limited

Limited

Limited

Limited

General

Partners

Partners

Partner

Partner

Partner

Total

Ending balance at December 31, 2017

 

1,752

 

7,361

 

174,006

 

121

111

 

183,351

Vesting of LTIP Units

 

286

286

OP redemptions for UDR stock

 

(11)

11

 

 

 

Ending balance at December 31, 2018

 

1,752

 

7,636

 

174,017

 

121

 

111

 

183,637

Vesting of LTIP Units

427

427

OP redemptions for UDR stock

 

(1,969)

1,969

 

 

 

Ending balance at December 31, 2019

1,752

6,094

175,986

121

111

184,064

Vesting of LTIP Units

772

772

OP redemptions for UDR stock

 

 

(3)

3

 

 

 

Ending balance at December 31, 2020

 

1,752

 

6,863

 

175,989

 

121

 

111

 

184,836

LTIP Units

UDR grants short-term and long-term incentive plan units (“LTIP Units”) to certain employees and non-employee directors. The LTIP Units represent an ownership interest in the Operating Partnership and have voting and distribution rights consistent with OP Units. The LTIP Units are subject to the terms of UDR’s long-term incentive plan.

Two classes of LTIP Units are granted, Class 1 LTIP Units and Class 2 LTIP Units. Class 1 LTIP Units are granted to certain employees and non-employee directors and vest over a period of up to four years. Class 2 LTIP Units are granted to certain employees and vest over a period from one to three years subject to certain performance and market conditions being achieved. Vested LTIP Units may be converted into OP Units provided that such LTIP Units have been outstanding for at least two years from the date of grant.

Allocation of Profits and Losses

Profit of the Operating Partnership is allocated in the following order: (i) to the General Partner and the Limited Partners in proportion to and up to the amount of cash distributions made during the year, and (ii) to the General Partner and Limited Partners in accordance with their percentage interests. Losses and depreciation and amortization expenses, non-recourse liabilities are allocated to the General Partner and Limited Partners in accordance with their percentage interests. Losses allocated to the Limited Partners are capped to the extent that such an allocation would not cause a deficit in the Limited Partners’ capital account. Such losses are, therefore, allocated to the General Partner. If any Partner’s capital balance were to fall into a deficit, any income and gains are allocated to each Partner sufficient to eliminate its negative capital balance.

11. COMMITMENTS AND CONTINGENCIES

Contingencies

Litigation and Legal Matters

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

12. REPORTABLE SEGMENTS

GAAP guidance requires that segment disclosures present the measure(s) used by the Chief Operating Decision Maker to decide how to allocate resources and for purposes of assessing such segments’ performance. The Operating

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DECEMBER 31, 2020

Partnership has the same Chief Operating Decision Maker as that of its parent, the General Partner. The Chief Operating Decision Maker consists of several members of UDR’s executive management team who use several generally accepted industry financial measures to assess the performance of the business for our reportable operating segments.

The Operating Partnership owns and operates multifamily apartment communities throughout the United States that generate rental and other property related income through the leasing of apartment homes to a diverse base of tenants. The primary financial measures of the Operating Partnership’s apartment communities are rental income and net operating income (“NOI”), and are included in the Chief Operating Decision Maker’s assessment of the Operating Partnership’s performance on a consolidated basis. Rental income represents gross market rent less adjustments for concessions, vacancy loss and bad debt. NOI is defined as total revenues less direct property operating expenses. Rental expenses include real estate taxes, insurance, personnel, utilities, repairs and maintenance, administrative and marketing. Excluded from NOI are property management costs, which are the Operating Partnership’s allocable share of costs incurred by the General Partner for shared services of corporate level property management employees and related support functions and costs. The Chief Operating Decision Maker of the General Partner utilizes NOI as the key measure of segment profit or loss.

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

Same-Store Communities represent those communities acquired, developed, and stabilized prior to January 1, 2019 and held as of December 31, 2020. A comparison of operating results from the prior year is meaningful as these communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior year, there is no plan to conduct substantial redevelopment activities, and the community is not classified as held for disposition within the current year. A community is considered to have stabilized occupancy once it achieves 90% occupancy for at least three consecutive months.

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

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

All revenues are from external customers and no single tenant or related group of tenants contributed 10% or more of the Operating Partnership’s total revenues during the years ended December 31, 2020, 2019, and 2018.

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

Lease Revenue

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

Lease revenue also includes all pass-through revenue from retail and residential leases and common area maintenance reimbursements from retail leases. These services represent non-lease components in a contract as the Operating Partnership transfers a service to the lessee other than the right to use the underlying asset. The Operating Partnership has elected the practical expedient under the leasing standard to not separate lease and non-lease components

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 2020

from its resident and retail lease contracts as the timing and pattern of revenue recognition for the non-lease component and related lease component are the same and the combined single lease component would be classified as an operating lease.

Other Revenue

Other revenue is generated by services provided by the Operating Partnership to its retail and residential tenants and other unrelated third parties. The Operating Partnership recognizes revenue when it satisfies a performance obligation by providing the services specified in a contract to the customer. These fees are generally recognized as earned.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 2020

The following table details rental income and NOI for the Operating Partnership’s reportable segments for the years ended December 31, 2020, 2019, and 2018, and reconciles NOI to Net income/(loss) attributable to OP unitholders on the Consolidated Statements of Operations (dollars in thousands):

Year Ended December 31, 

    

2020

    

2019

    

2018

Reportable apartment home segment lease revenue

Same-Store Communities (a)

West Region

$

240,776

$

248,474

$

238,886

Mid-Atlantic Region

50,566

50,975

50,131

Northeast Region

27,701

32,224

31,693

Southeast Region

52,471

50,795

49,132

Southwest Region

7,118

7,632

7,463

Non-Mature Communities/Other

35,559

37,658

41,577

Total segment and consolidated lease revenue

$

414,191

$

427,758

$

418,882

Reportable apartment home segment other revenue

  

 

  

 

  

Same-Store Communities (a)

  

 

  

 

  

West Region

$

7,388

$

7,873

$

7,161

Mid-Atlantic Region

 

1,593

 

1,706

 

1,489

Northeast Region

476

646

622

Southeast Region

 

2,542

 

2,925

 

2,764

Southwest Region

217

301

238

Non-Mature Communities/Other

 

2,340

 

564

 

764

Total segment and consolidated other revenue

$

14,556

14,015

$

13,038

Total reportable apartment home segment rental income

  

 

  

 

  

Same-Store Communities (a)

  

 

  

 

  

West Region

$

248,164

$

256,347

$

246,047

Mid-Atlantic Region

 

52,159

 

52,681

 

51,620

Northeast Region

28,177

32,870

32,315

Southeast Region

 

55,013

 

53,720

 

51,896

Southwest Region

7,335

7,933

7,701

Non-Mature Communities/Other

 

37,899

 

38,222

 

42,341

Total segment and consolidated rental income

$

428,747

$

441,773

$

431,920

Reportable apartment home segment NOI

 

  

 

  

 

  

Same-Store Communities (a)

 

  

 

  

 

  

West Region

$

186,290

$

196,302

$

187,664

Mid-Atlantic Region

 

36,043

 

36,830

 

36,028

Northeast Region

17,340

24,103

24,578

Southeast Region

 

37,577

 

37,340

 

35,948

Southwest Region

5,199

5,621

5,125

Non-Mature Communities/Other

 

20,838

 

22,810

 

28,037

Total segment and consolidated NOI

$

303,287

$

323,006

$

317,380

Reconciling items:

 

  

 

  

 

  

Property management

 

(12,326)

 

(12,701)

 

(11,878)

Other operating expenses

 

(16,138)

 

(9,488)

 

(8,864)

Real estate depreciation and amortization

 

(143,005)

 

(139,975)

 

(143,481)

General and administrative

 

(17,987)

 

(18,014)

 

(16,889)

Casualty-related (charges)/recoveries, net

 

(793)

 

(853)

 

(951)

Gain/(loss) on sale of real estate owned

 

57,960

 

 

75,507

Income/(loss) from unconsolidated entities

 

(5,543)

 

(8,313)

 

43,496

Interest expense

 

(29,357)

 

(29,667)

 

(22,835)

Net (income)/loss attributable to noncontrolling interests

 

(1,869)

 

(1,832)

 

(1,722)

Net income/(loss) attributable to OP unitholders

$

134,229

$

102,163

$

229,763

(a)Same-Store Community population consisted of 15,609 apartment homes.

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UNITED DOMINION REALTY, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

DECEMBER 31, 2020

The following table details the assets of the Operating Partnership’s reportable segments as of December 31, 2020 and 2019 (dollars in thousands):

    

December 31, 

    

December 31, 

2020

2019

Reportable apartment home segment assets

 

  

 

  

Same-Store Communities (a):

 

  

 

  

West Region

$

2,037,133

$

2,011,495

Mid-Atlantic Region

 

551,003

 

541,481

Northeast Region

 

410,406

 

408,703

Southeast Region

 

361,497

 

352,790

Southwest Region

144,959

144,210

Non-Mature Communities/Other

 

538,727

 

416,481

Total segment assets

 

4,043,725

 

3,875,160

Accumulated depreciation

 

(1,892,011)

 

(1,796,568)

Total segment assets - net book value

 

2,151,714

 

2,078,592

Reconciling items:

 

  

 

  

Cash and cash equivalents

 

26

 

24

Restricted cash

 

15,062

 

13,998

Investment in unconsolidated entities

 

51,302

 

76,222

Operating lease right-of-use assets

202,438

205,668

Other assets

 

37,025

 

24,241

Total consolidated assets

$

2,457,567

$

2,398,745

(a)Same-Store Community population consisted of 15,609 apartment homes.

Markets included in the above geographic segments are as follows:

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

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Table of Contents

UDR, INC.

SCHEDULE III — REAL ESTATE OWNED

DECEMBER 31, 2020

(In thousands)

Gross Amount at Which

Initial Costs

Carried at Close of Period

    

    

    

    

    

Costs of 

    

    

    

    

    

    

Improvements 

Capitalized

Land and

Buildings

Total Initial

Subsequent

Land and

Buildings &

Total

Land

and 

Acquisition

to Acquisition 

Land

Buildings 

Carrying

Accumulated

Date of

Date

Encumbrances

Improvements

Improvements

Costs

Costs

Improvements

Improvements

Value

Depreciation

Construction(a)

Acquired

WEST REGION

Harbor at Mesa Verde

$

$

20,476

$

28,538

$

49,014

$

23,282

$

22,317

$

49,979

$

72,296

$

37,780

1965/2003

Jun-03

27 Seventy Five Mesa Verde

99,329

110,644

209,973

106,411

116,177

200,207

316,384

147,609

1979/2013

Oct-04

Huntington Vista

8,055

22,486

30,541

14,742

9,302

35,981

45,283

27,136

1970

Jun-03

Missions at Back Bay

229

14,129

14,358

4,129

11,052

7,435

18,487

5,837

1969

Dec-03

Eight 80 Newport Beach - North

62,516

46,082

108,598

46,676

69,331

85,943

155,274

64,662

1968/2000/2016

Oct-04

Eight 80 Newport Beach - South

58,785

50,067

108,852

37,225

60,961

85,116

146,077

59,802

1968/2000/2016

Mar-05

Foxborough

12,071

6,187

18,258

5,034

12,576

10,716

23,292

8,033

1969

Sep-04

1818 Platinum Triangle

16,663

51,905

68,568

4,556

17,090

56,034

73,124

33,489

2009

Aug-10

Beach & Ocean

12,878

12,878

39,458

13,121

39,215

52,336

15,074

2014

Aug-11

The Residences at Bella Terra

25,000

25,000

129,847

25,658

129,189

154,847

58,013

2013

Oct-11

Los Alisos at Mission Viejo

17,298

17,298

70,880

16,685

71,493

88,178

30,904

2014

Jun-04

The Residences at Pacific City

78,085

78,085

276,948

78,227

276,806

355,033

55,308

2018

Jan-14

ORANGE COUNTY, CA

 

 

411,385

 

330,038

 

741,423

 

759,188

 

452,497

 

1,048,114

 

1,500,611

 

543,647

2000 Post Street

9,861

44,578

54,439

37,292

14,417

77,314

91,731

46,827

1987/2016

Dec-98

Birch Creek

4,365

16,696

21,061

10,462

1,409

30,114

31,523

18,789

1968

Dec-98

Highlands Of Marin

5,996

24,868

30,864

29,045

8,086

51,823

59,909

39,256

1991/2010

Dec-98

Marina Playa

6,224

23,916

30,140

14,413

1,336

43,217

44,553

26,198

1971

Dec-98

River Terrace

22,161

40,137

62,298

8,941

22,998

48,241

71,239

33,870

2005

Aug-05

CitySouth

14,031

30,537

44,568

39,859

16,681

67,746

84,427

51,728

1972/2012

Nov-05

Bay Terrace

8,545

14,458

23,003

7,598

11,679

18,922

30,601

12,980

1962

Oct-05

Highlands of Marin Phase II

5,353

18,559

23,912

11,361

5,782

29,491

35,273

21,081

1968/2010

Oct-07

Edgewater

30,657

83,872

114,529

13,128

30,804

96,853

127,657

61,120

2007

Mar-08

Almaden Lake Village

27,000

594

42,515

43,109

9,940

981

52,068

53,049

33,775

1999

Jul-08

388 Beale

14,253

74,104

88,357

15,269

14,643

88,983

103,626

48,151

1999

Apr-11

Channel @ Mission Bay

23,625

23,625

131,470

24,039

131,056

155,095

56,161

2014

Sep-10

SAN FRANCISCO, CA

 

27,000

 

145,665

 

414,240

 

559,905

 

328,778

 

152,855

 

735,828

 

888,683

 

449,936

Crowne Pointe

2,486

6,437

8,923

9,928

3,237

15,614

18,851

11,696

1987

Dec-98

Hilltop

2,174

7,408

9,582

6,882

3,053

13,411

16,464

9,868

1985

Dec-98

The Hawthorne

6,474

30,226

36,700

9,397

7,137

38,960

46,097

27,979

2003

Jul-05

The Kennedy

6,179

22,307

28,486

4,403

6,317

26,572

32,889

17,882

2005

Nov-05

Hearthstone at Merrill Creek

6,848

30,922

37,770

9,325

7,311

39,784

47,095

24,773

2000

May-08

Island Square

21,284

89,389

110,673

7,991

21,674

96,990

118,664

61,271

2007

Jul-08

elements too

27,468

72,036

99,504

20,580

30,347

89,737

120,084

67,882

2010

Feb-10

989elements

8,541

45,990

54,531

5,668

8,683

51,516

60,199

29,943

2006

Dec-09

Lightbox

6,449

38,884

45,333

1,265

6,474

40,124

46,598

15,968

2014

Aug-14

Ashton Bellevue

8,287

124,939

133,226

3,185

8,368

128,043

136,411

30,424

2009

Oct-16

TEN20

5,247

76,587

81,834

4,110

5,293

80,651

85,944

19,241

2009

Oct-16

Milehouse

5,976

63,041

69,017

929

6,007

63,939

69,946

17,016

2016

Nov-16

CityLine

11,220

85,787

97,007

420

11,228

86,199

97,427

21,804

2016

Jan-17

CityLine II

3,723

56,843

60,566

451

3,723

57,294

61,017

8,079

2018

Jan-19

SEATTLE, WA

 

 

122,356

 

750,796

 

873,152

 

84,534

 

128,852

 

828,834

 

957,686

 

363,826

Boronda Manor

1,946

8,982

10,928

11,521

3,363

19,086

22,449

12,517

1979

Dec-98

Garden Court

888

4,188

5,076

6,791

1,616

10,251

11,867

6,763

1973

Dec-98

Cambridge Court

3,039

12,883

15,922

18,790

5,721

28,991

34,712

19,495

1974

Dec-98

Laurel Tree

1,304

5,115

6,419

7,999

2,469

11,949

14,418

7,870

1977

Dec-98

The Pointe At Harden Ranch

6,388

23,854

30,242

34,192

10,392

54,042

64,434

35,017

1986

Dec-98

The Pointe At Northridge

2,044

8,028

10,072

12,411

3,624

18,859

22,483

12,598

1979

Dec-98

The Pointe At Westlake

1,329

5,334

6,663

8,198

2,361

12,500

14,861

8,071

1975

Dec-98

MONTEREY PENINSULA, CA

 

 

16,938

 

68,384

 

85,322

 

99,902

 

29,546

 

155,678

 

185,224

 

102,331

Rosebeach

8,414

17,449

25,863

6,859

8,917

23,805

32,722

17,614

1970

Sep-04

Tierra Del Rey

39,586

36,679

76,265

9,294

40,031

45,528

85,559

28,994

1998

Dec-07

The Westerly

48,182

102,364

150,546

43,809

50,893

143,462

194,355

91,044

1993/2013

Sep-10

Jefferson at Marina del Rey

55,651

55,651

94,879

61,607

88,923

150,530

57,719

2008

Sep-07

LOS ANGELES, CA

 

 

151,833

 

156,492

 

308,325

 

154,841

 

161,448

 

301,718

 

463,166

 

195,371

Verano at Rancho Cucamonga Town Square

13,557

3,645

17,202

59,704

24,355

52,551

76,906

44,276

2006

Oct-02

Windemere at Sycamore Highland

5,810

23,450

29,260

5,513

6,371

28,402

34,773

22,167

2001

Nov-02

S - 1

Table of Contents

UDR, INC.

SCHEDULE III — REAL ESTATE OWNED - (Continued)

DECEMBER 31, 2020

(In thousands)

Gross Amount at Which

Initial Costs

Carried at Close of Period

    

    

    

    

    

Costs of 

    

    

    

    

    

    

Improvements 

Capitalized

Land and

Buildings

Total Initial

Subsequent

Land and

Buildings &

Total

Land

and 

Acquisition

to Acquisition 

Land

Buildings 

Carrying

Accumulated

Date of

Date

Encumbrances

Improvements

Improvements

Costs

Costs

Improvements

Improvements

Value

Depreciation

Construction(a)

Acquired

Strata

14,278

84,242

98,520

1,086

14,278

85,328

99,606

5,273

2010

Nov-19

OTHER SOUTHERN CA

 

 

33,645

 

111,337

 

144,982

 

66,303

 

45,004

 

166,281

 

211,285

 

71,716

Tualatin Heights

3,273

9,134

12,407

9,974

4,285

18,096

22,381

13,414

1989

Dec-98

Hunt Club

6,014

14,870

20,884

8,861

6,564

23,181

29,745

18,262

1985

Sep-04

The Arbory

4,366

63,457

67,823

375

4,366

63,832

68,198

3,990

2018

Jan-20

PORTLAND, OR

 

 

13,653

 

87,461

 

101,114

 

19,210

 

15,215

 

105,109

 

120,324

 

35,666

TOTAL WEST REGION

 

27,000

 

895,475

 

1,918,748

 

2,814,223

 

1,512,756

 

985,417

 

3,341,562

 

4,326,979

 

1,762,493

MID-ATLANTIC REGION

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Dominion Middle Ridge

3,311

13,283

16,594

16,175

4,452

28,317

32,769

17,485

1990

Jun-96

Dominion Lake Ridge

2,366

8,387

10,753

10,034

3,170

17,617

20,787

13,548

1987

Feb-96

Presidential Greens

11,238

18,790

30,028

13,875

11,878

32,025

43,903

25,745

1938

May-02

The Whitmore

6,418

13,411

19,829

25,175

7,624

37,380

45,004

30,124

1962/2008

Apr-02

Ridgewood -apts side

5,612

20,086

25,698

13,198

6,482

32,414

38,896

25,282

1988

Aug-02

Waterside Towers

13,001

49,657

62,658

33,767

50,752

45,673

96,425

31,613

1971

Dec-03

Wellington Place at Olde Town

13,753

36,059

49,812

21,633

14,971

56,474

71,445

43,548

1987/2008

Sep-05

Andover House

183

59,948

60,131

7,059

320

66,870

67,190

41,876

2004

Mar-07

Sullivan Place

1,137

103,676

104,813

15,501

1,867

118,447

120,314

76,621

2007

Dec-07

Delancey at Shirlington

21,606

66,765

88,371

7,683

21,713

74,341

96,054

46,351

2006/2007

Mar-08

View 14

5,710

97,941

103,651

6,254

5,785

104,120

109,905

55,928

2009

Jun-11

Signal Hill Apartments

13,290

13,290

72,684

25,594

60,380

85,974

44,807

2010

Mar-07

Capitol View on 14th

31,393

31,393

97,182

31,478

97,097

128,575

46,206

2013

Sep-07

Domain College Park

7,300

7,300

60,855

7,526

60,629

68,155

26,385

2014

Jun-11

1200 East West

9,748

68,022

77,770

3,650

9,888

71,532

81,420

20,981

2010

Oct-15

Courts at Huntington Station

27,749

111,878

139,627

4,923

28,115

116,435

144,550

39,391

2011

Oct-15

Eleven55 Ripley

15,566

107,539

123,105

5,122

15,897

112,330

128,227

32,511

2014

Oct-15

Arbor Park of Alexandria

160,930

50,881

159,728

210,609

6,975

51,562

166,022

217,584

55,367

1969/2015

Oct-15

Courts at Dulles

14,697

83,834

98,531

10,718

14,782

94,467

109,249

33,782

2000

Oct-15

Newport Village

127,600

55,283

177,454

232,737

24,041

55,725

201,053

256,778

68,828

1968

Oct-15

1301 Thomas Circle

27,836

128,191

156,027

1,543

27,842

129,728

157,570

11,545

2006

Aug-19

Crescent Falls Church

13,687

88,692

102,379

1,101

13,694

89,786

103,480

6,495

2010

Nov-19

Station on Silver

16,661

109,198

125,859

11

16,661

109,209

125,870

600

2018

Dec-20

METROPOLITAN, D.C.

 

288,530

 

368,426

 

1,522,539

 

1,890,965

 

459,159

 

427,778

 

1,922,346

 

2,350,124

 

795,019

Calvert's Walk

4,408

24,692

29,100

9,911

5,196

33,815

39,011

26,175

1988

Mar-04

20 Lambourne

11,750

45,590

57,340

12,428

12,454

57,314

69,768

36,827

2003

Mar-08

Domain Brewers Hill

4,669

40,630

45,299

2,719

4,833

43,185

48,018

24,816

2009

Aug-10

Rodgers Forge

15,392

67,958

83,350

5,183

15,565

72,968

88,533

8,648

1945

Apr-19

Towson Promenade

58,600

12,599

78,847

91,446

1,571

12,607

80,410

93,017

5,829

2009

Nov-19

BALTIMORE, MD

 

58,600

 

48,818

 

257,717

 

306,535

 

31,812

 

50,655

 

287,692

 

338,347

 

102,295

Gayton Pointe Townhomes

826

5,148

5,974

31,643

3,600

34,017

37,617

31,703

1973/2007

Sep-95

Waterside At Ironbridge

1,844

13,239

15,083

10,278

2,642

22,719

25,361

17,564

1987

Sep-97

Carriage Homes at Wyndham

474

30,997

31,471

10,870

4,158

38,183

42,341

29,877

1998

Nov-03

Legacy at Mayland

1,979

11,524

13,503

35,084

5,546

43,041

48,587

39,006

1973/2007

Dec-91

RICHMOND, VA

 

 

5,123

 

60,908

 

66,031

 

87,875

 

15,946

 

137,960

 

153,906

 

118,150

TOTAL MID-ATLANTIC REGION

 

347,130

 

422,367

 

1,841,164

 

2,263,531

 

578,846

 

494,379

 

2,347,998

 

2,842,377

 

1,015,464

NORTHEAST REGION

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

10 Hanover Square

41,432

218,983

260,415

29,075

41,815

247,675

289,490

116,732

2005

Apr-11

21 Chelsea

36,399

107,154

143,553

15,361

36,530

122,384

158,914

62,144

2001

Aug-11

View 34

114,410

324,920

439,330

114,384

116,048

437,666

553,714

227,237

1985/2013

Jul-11

95 Wall Street

57,637

266,255

323,892

10,873

58,084

276,681

334,765

156,590

2008

Aug-11

Leonard Pointe

38,010

93,204

131,214

1,406

38,016

94,604

132,620

12,161

2015

Feb-19

One William

6,422

75,527

81,949

906

6,459

76,396

82,855

7,574

2018

Aug-19

NEW YORK, NY

 

 

294,310

 

1,086,043

 

1,380,353

 

172,005

 

296,952

 

1,255,406

 

1,552,358

 

582,438

Garrison Square

6,475

91,027

97,502

25,999

6,617

116,884

123,501

60,567

1887/1990

Sep-10

Ridge at Blue Hills

25,000

6,039

34,869

40,908

5,909

6,470

40,347

46,817

23,250

2007

Sep-10

Inwood West

80,000

20,778

88,096

108,874

14,388

19,826

103,436

123,262

59,007

2006

Apr-11

S - 2

Table of Contents

UDR, INC.

SCHEDULE III — REAL ESTATE OWNED - (Continued)

DECEMBER 31, 2020

(In thousands)

Gross Amount at Which

Initial Costs

Carried at Close of Period

    

    

    

    

    

Costs of 

    

    

    

    

    

    

Improvements 

Capitalized

Land and

Buildings

Total Initial

Subsequent

Land and

Buildings &

Total

Land

and 

Acquisition

to Acquisition 

Land

Buildings 

Carrying

Accumulated

Date of

Date

Encumbrances

Improvements

Improvements

Costs

Costs

Improvements

Improvements

Value

Depreciation

Construction(a)

Acquired

14 North

72,500

10,961

51,175

62,136

13,923

11,483

64,576

76,059

38,209

2005

Apr-11

100 Pier 4

24,584

24,584

203,340

24,825

203,099

227,924

61,812

2015

Dec-15

345 Harrison

32,938

32,938

328,608

44,894

316,652

361,546

44,083

2018

Nov-11

Currents on the Charles

12,580

70,149

82,729

1,571

12,693

71,607

84,300

7,350

2015

Jun-19

The Commons at Windsor Gardens

34,609

225,515

260,124

13,146

34,613

238,657

273,270

27,794

1969

Aug-19

Charles River Landing

17,068

112,777

129,845

1,094

17,070

113,869

130,939

8,229

2010

Nov-19

Lenox Farms

94,050

17,692

115,899

133,591

3,002

17,695

118,898

136,593

8,616

2009

Nov-19

Lodge at Ames Pond

12,645

70,653

83,298

1,872

12,645

72,525

85,170

5,320

2010

Nov-19

BOSTON, MA

 

271,550

 

196,369

 

860,160

 

1,056,529

 

612,852

 

208,831

 

1,460,550

 

1,669,381

 

344,237

Park Square

10,365

96,050

106,415

1,321

10,484

97,252

107,736

11,306

2018

May-19

PHILADELPHIA, PA

10,365

96,050

106,415

1,321

10,484

97,252

107,736

11,306

TOTAL NORTHEAST REGION

 

271,550

 

501,044

 

2,042,253

 

2,543,297

 

786,178

 

516,267

 

2,813,208

 

3,329,475

 

937,981

SOUTHEAST REGION

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Summit West

2,176

4,710

6,886

13,247

4,027

16,106

20,133

14,234

1972

Dec-92

The Breyley

1,780

2,458

4,238

19,516

3,912

19,842

23,754

19,568

1977/2007

Sep-93

Lakewood Place

1,395

10,647

12,042

13,985

3,257

22,770

26,027

18,921

1986

Mar-94

Cambridge Woods

1,791

7,166

8,957

13,118

3,612

18,463

22,075

15,045

1985

Jun-97

Inlet Bay

7,702

23,150

30,852

21,301

10,609

41,544

52,153

34,547

1988/1989

Jun-03

MacAlpine Place

10,869

36,858

47,727

14,572

12,417

49,882

62,299

36,966

2001

Dec-04

The Vintage Lofts at West End

6,611

37,663

44,274

23,410

15,868

51,816

67,684

36,077

2009

Jul-09

Peridot Palms

6,293

89,752

96,045

1,446

6,305

91,186

97,491

11,914

2017

Feb-19

The Preserve at Gateway

4,467

43,723

48,190

1,390

4,471

45,109

49,580

5,053

2013

May-19

The Slade at Channelside

10,216

72,786

83,002

2,015

10,258

74,759

85,017

4,719

2009

Jan-20

Andover Place at Cross Creek

11,702

107,761

119,463

76

11,709

107,830

119,539

1,223

1997/1999

Nov-20

TAMPA, FL

 

 

65,002

 

436,674

 

501,676

 

124,076

 

86,445

 

539,307

 

625,752

 

198,267

Seabrook

1,846

4,155

6,001

10,785

3,194

13,592

16,786

11,946

1984/2004

Feb-96

Altamira Place

1,533

11,076

12,609

23,989

4,040

32,558

36,598

29,899

1984/2007

Apr-94

Regatta Shore

757

6,608

7,365

18,996

2,396

23,965

26,361

21,164

1988/2007

Jun-94

Alafaya Woods

1,653

9,042

10,695

13,417

2,871

21,241

24,112

17,240

1989/2006

Oct-94

Los Altos

2,804

12,349

15,153

14,349

4,587

24,915

29,502

20,338

1990/2004

Oct-96

Lotus Landing

2,185

8,639

10,824

13,198

3,121

20,901

24,022

15,939

1985/2006

Jul-97

Seville On The Green

1,282

6,498

7,780

8,929

1,920

14,789

16,709

11,816

1986/2004

Oct-97

Ashton @ Waterford

3,872

17,538

21,410

7,597

4,607

24,400

29,007

17,840

2000

May-98

Arbors at Lee Vista

6,692

12,860

19,552

17,453

7,759

29,246

37,005

22,157

1992/2007

Aug-06

ORLANDO, FL

 

 

22,624

 

88,765

 

111,389

 

128,713

 

34,495

 

205,607

 

240,102

 

168,339

Legacy Hill

1,148

5,867

7,015

11,324

2,041

16,298

18,339

13,833

1977

Nov-95

Hickory Run

1,469

11,584

13,053

14,873

2,684

25,242

27,926

18,126

1989

Dec-95

Carrington Hills

2,117

2,117

39,856

5,016

36,957

41,973

28,441

1999

Dec-95

Brookridge

708

5,461

6,169

7,786

1,495

12,460

13,955

9,894

1986

Mar-96

Breckenridge

766

7,714

8,480

7,329

1,539

14,270

15,809

10,882

1986

Mar-97

Colonnade

1,460

16,015

17,475

9,392

2,440

24,427

26,867

17,504

1998

Jan-99

The Preserve at Brentwood

3,182

24,674

27,856

11,689

4,187

35,358

39,545

27,778

1998

Jun-04

Polo Park

4,583

16,293

20,876

18,537

6,216

33,197

39,413

27,438

1987/2008

May-06

NASHVILLE, TN

 

 

15,433

 

87,608

 

103,041

 

120,786

 

25,618

 

198,209

 

223,827

 

153,896

The Reserve and Park at Riverbridge

15,968

56,401

72,369

17,261

16,900

72,730

89,630

52,555

1999/2001

Dec-04

OTHER FLORIDA

 

 

15,968

 

56,401

 

72,369

 

17,261

 

16,900

 

72,730

 

89,630

 

52,555

TOTAL SOUTHEAST REGION

 

 

119,027

 

669,448

 

788,475

 

390,836

 

163,458

 

1,015,853

 

1,179,311

 

573,057

SOUTHWEST REGION

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Thirty377

25,000

24,036

32,951

56,987

21,167

26,212

51,942

78,154

36,152

1999/2007

Aug-06

Legacy Village

90,000

16,882

100,102

116,984

26,248

21,391

121,841

143,232

79,544

2005/06/07

Mar-08

Addison Apts at The Park

22,041

11,228

33,269

14,434

31,199

16,504

47,703

11,917

1977/78/79

May-07

Addison Apts at The Park II

7,903

554

8,457

7,752

11,055

5,154

16,209

3,682

1970

May-07

Addison Apts at The Park I

10,440

634

11,074

1,883

8,453

4,504

12,957

2,993

1975

May-07

Savoye

8,432

50,483

58,915

2,508

8,471

52,952

61,423

3,868

2009

Nov-19

Savoye 2

6,451

56,615

63,066

1,232

6,461

57,837

64,298

4,165

2011

Nov-19

S - 3

Table of Contents

UDR, INC.

SCHEDULE III — REAL ESTATE OWNED - (Continued)

DECEMBER 31, 2020

(In thousands)

Gross Amount at Which

Initial Costs

Carried at Close of Period

    

    

    

    

    

Costs of 

    

    

    

    

    

    

Improvements 

Capitalized

Land and

Buildings

Total Initial

Subsequent

Land and

Buildings &

Total

Land

and 

Acquisition

to Acquisition 

Land

Buildings 

Carrying

Accumulated

Date of

Date

Encumbrances

Improvements

Improvements

Costs

Costs

Improvements

Improvements

Value

Depreciation

Construction(a)

Acquired

Fiori on Vitruvian Park

49,553

7,934

78,575

86,509

2,090

7,938

80,661

88,599

5,878

2013

Nov-19

Vitruvian West Phase 1

41,317

6,273

61,418

67,691

852

6,279

62,264

68,543

4,739

2018

Nov-19

DALLAS, TX

 

205,870

 

110,392

 

392,560

 

502,952

 

78,166

 

127,459

 

453,659

 

581,118

 

152,938

Barton Creek Landing

3,151

14,269

17,420

25,130

5,439

37,111

42,550

31,281

1986/2012

Mar-02

Residences at the Domain

4,034

55,256

59,290

15,761

4,608

70,443

75,051

44,676

2007

Aug-08

Red Stone Ranch

5,084

17,646

22,730

6,068

5,704

23,094

28,798

13,419

2000

Apr-12

Lakeline Villas

4,148

16,869

21,017

4,066

4,674

20,409

25,083

12,009

2002

Apr-12

AUSTIN, TX

 

 

16,417

 

104,040

 

120,457

 

51,025

 

20,425

 

151,057

 

171,482

 

101,385

Steele Creek

8,586

130,400

138,986

6,012

8,640

136,358

144,998

25,139

2015

Oct-17

DENVER, CO

 

8,586

 

130,400

 

138,986

 

6,012

 

8,640

 

136,358

 

144,998

 

25,139

TOTAL SOUTHWEST REGION

 

205,870

 

135,395

 

627,000

 

762,395

 

135,203

 

156,524

 

741,074

 

897,598

 

279,462

TOTAL OPERATING COMMUNITIES

 

851,550

 

2,073,308

 

7,098,613

 

9,171,921

 

3,403,819

 

2,316,045

 

10,259,695

 

12,575,740

 

4,568,457

REAL ESTATE UNDER DEVELOPMENT

Vitruvian West Phase 2

6,451

15,798

22,249

34,775

6,451

50,573

57,024

1,010

Cirrus

13,853

13,853

53,272

13,853

53,272

67,125

5421 at Dublin Station

8,922

8,922

48,877

8,922

48,877

57,799

440 Penn Street

27,135

27,135

18,784

27,135

18,784

45,919

Village at Valley Forge

17,341

17,341

2,669

17,341

2,669

20,010

TOTAL REAL ESTATE UNDER DEVELOPMENT

 

 

73,702

 

15,798

 

89,500

 

158,377

 

73,702

 

174,175

 

247,877

 

1,010

LAND

Vitruvian Park®

39,609

4,997

44,606

17,076

46,664

15,018

61,682

2,818

TOTAL LAND

 

 

39,609

 

4,997

 

44,606

 

17,076

 

46,664

 

15,018

 

61,682

 

2,818

HELD FOR DISPOSITION

Parallel

15,181

100,595

115,776

879

15,184

101,471

116,655

13,779

TOTAL HELD FOR DISPOSITION

 

 

15,181

 

100,595

 

115,776

 

879

 

15,184

 

101,471

 

116,655

 

13,779

COMMERCIAL

Brookhaven Shopping Center

29,927

7,793

22,134

29,927

14,646

TOTAL COMMERCIAL

 

 

 

 

 

29,927

 

7,793

 

22,134

 

29,927

 

14,646

Other (b)

14,007

14,007

14,007

94

1745 Shea Center I

3,034

20,534

23,568

2,016

3,086

22,498

25,584

4,562

TOTAL CORPORATE

 

 

3,034

 

20,534

 

23,568

 

16,023

 

3,086

 

36,505

 

39,591

 

4,656

TOTAL COMMERCIAL & CORPORATE

 

 

3,034

 

20,534

 

23,568

 

45,950

 

10,879

 

58,639

 

69,518

 

19,302

Deferred Financing Costs and Other Non-Cash Adjustments

10,597

TOTAL REAL ESTATE OWNED

$

862,147

$

2,204,834

$

7,240,537

$

9,445,371

$

3,626,101

$

2,462,474

$

10,608,998

$

13,071,472

$

4,605,366

(a)

Date of original construction/date of last major renovation, if applicable.

(b)

Includes unallocated accruals and capital expenditures.

The aggregate cost for federal income tax purposes was approximately $12.3 billion at December 31, 2020 (unaudited).

The estimated depreciable lives for all buildings in the latest Consolidated Statements of Operations are 30 to 55 years.

S - 4

Table of Contents

UDR, INC.

SCHEDULE III — REAL ESTATE OWNED - (Continued)

DECEMBER 31, 2020

(In thousands)

3-YEAR ROLLFORWARD OF REAL ESTATE OWNED AND ACCUMULATED DEPRECIATION

The following is a reconciliation of the carrying amount of total real estate owned at December 31, (in thousands):

    

2020

    

2019

    

2018

Balance at beginning of the year

$

12,602,101

$

10,196,159

$

10,177,206

Real estate acquired

 

413,488

 

2,241,163

 

Capital expenditures and development

 

299,986

 

195,981

 

214,898

Real estate sold

 

(244,103)

 

(31,202)

 

(195,945)

Balance at end of the year

$

13,071,472

$

12,602,101

$

10,196,159

The following is a reconciliation of total accumulated depreciation for real estate owned at December 31, (in thousands):

    

2020

    

2019

    

2018

Balance at beginning of the year

$

4,131,353

$

3,654,160

$

3,330,166

Depreciation expense for the year

 

560,876

 

477,193

 

426,006

Accumulated depreciation on sales

 

(86,863)

 

 

(102,012)

Balance at end of year

$

4,605,366

$

4,131,353

$

3,654,160

S - 5

Table of Contents

UNITED DOMINION REALTY, L.P.

SCHEDULE III — REAL ESTATE OWNED

DECEMBER 31, 2020

(In thousands)

Gross Amount at Which

Initial Costs

Carried at Close of Period

    

    

    

    

    

Cost of

    

    

    

    

    

    

Improvements

Capitalized

Total Initial

Subsequent to

Buildings &

Date of

Land and Land

Building and

Acquisition

Acquisition

Land and Land

Buildings

Total Carrying

Accumulated

Construction

Encumbrances

Improvements

Improvements

Costs

Costs

Improvements

Improvements

Value

Depreciation

(a)

Date Acquired

WEST REGION

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Harbor at Mesa Verde

$

$

20,476

$

28,538

$

49,014

$

23,282

$

22,317

$

49,979

$

72,296

$

37,780

1965/2003

Jun-03

27 Seventy Five Mesa Verde

99,329

110,644

209,973

106,411

116,177

200,207

316,384

147,609

1979/2013

Oct-04

Huntington Vista

8,055

22,486

30,541

14,742

9,302

35,981

45,283

27,136

1970

Jun-03

Missions at Back Bay

229

14,129

14,358

4,129

11,052

7,435

18,487

5,837

1969

Dec-03

Eight 80 Newport Beach - North

62,516

46,082

108,598

46,676

69,331

85,943

155,274

64,662

1968/2000/2016

Oct-04

Eight 80 Newport Beach - South

58,785

50,067

108,852

37,225

60,961

85,116

146,077

59,802

1968/2000/2016

Mar-05

ORANGE COUNTY, CA

 

 

249,390

 

271,946

 

521,336

 

232,465

 

289,140

 

464,661

 

753,801

 

342,826

2000 Post Street

9,861

44,578

54,439

24,689

11,126

68,002

79,128

39,177

1987/2016

Dec-98

Birch Creek

4,365

16,696

21,061

10,462

1,409

30,114

31,523

18,789

1968

Dec-98

Highlands Of Marin

5,996

24,868

30,864

29,045

8,086

51,823

59,909

39,256

1991/2010

Dec-98

Marina Playa

6,224

23,916

30,140

14,413

1,336

43,217

44,553

26,198

1971

Dec-98

River Terrace

22,161

40,137

62,298

8,941

22,998

48,241

71,239

33,870

2005

Aug-05

CitySouth

14,031

30,537

44,568

39,859

16,681

67,746

84,427

51,728

1972/2012

Nov-05

Bay Terrace

8,545

14,458

23,003

7,598

11,679

18,922

30,601

12,980

1962

Oct-05

Highlands of Marin Phase II

5,353

18,559

23,912

11,361

5,782

29,491

35,273

21,081

1968/2010

Oct-07

Edgewater

30,657

83,872

114,529

13,128

30,804

96,853

127,657

61,120

2007

Mar-08

Almaden Lake Village

27,000

594

42,515

43,109

9,940

981

52,068

53,049

33,775

1999

Jul-08

SAN FRANCISCO, CA

 

27,000

 

107,787

 

340,136

 

447,923

 

169,436

 

110,882

 

506,477

 

617,359

 

337,974

Crowne Pointe

2,486

6,437

8,923

9,928

3,237

15,614

18,851

11,696

1987

Dec-98

Hilltop

2,174

7,408

9,582

6,882

3,053

13,411

16,464

9,868

1985

Dec-98

The Kennedy

6,179

22,307

28,486

4,403

6,317

26,572

32,889

17,882

2005

Nov-05

Hearthstone at Merrill Creek

6,848

30,922

37,770

9,325

7,311

39,784

47,095

24,773

2000

May-08

Island Square

21,284

89,389

110,673

7,991

21,674

96,990

118,664

61,271

2007

Jul-08

SEATTLE, WA

 

 

38,971

 

156,463

 

195,434

 

38,529

 

41,592

 

192,371

 

233,963

 

125,490

Boronda Manor

1,946

8,982

10,928

11,521

3,363

19,086

22,449

12,517

1979

Dec-98

Garden Court

888

4,188

5,076

6,791

1,616

10,251

11,867

6,763

1973

Dec-98

Cambridge Court

3,039

12,883

15,922

18,790

5,721

28,991

34,712

19,495

1974

Dec-98

Laurel Tree

1,304

5,115

6,419

7,999

2,469

11,949

14,418

7,870

1977

Dec-98

The Pointe At Harden Ranch

6,388

23,854

30,242

34,192

10,392

54,042

64,434

35,017

1986

Dec-98

The Pointe At Northridge

2,044

8,028

10,072

12,411

3,624

18,859

22,483

12,598

1979

Dec-98

The Pointe At Westlake

1,329

5,334

6,663

8,198

2,361

12,500

14,861

8,071

1975

Dec-98

MONTEREY PENINSULA, CA

 

 

16,938

 

68,384

 

85,322

 

99,902

 

29,546

 

155,678

 

185,224

 

102,331

Rosebeach

8,414

17,449

25,863

6,859

8,917

23,805

32,722

17,614

1970

Sep-04

Tierra Del Rey

39,586

36,679

76,265

9,294

40,031

45,528

85,559

28,994

1998

Dec-07

LOS ANGELES, CA

 

 

48,000

 

54,128

 

102,128

 

16,153

 

48,948

 

69,333

 

118,281

 

46,608

Verano at Rancho Cucamonga Town Square

13,557

3,645

17,202

59,704

24,355

52,551

76,906

44,276

2006

Oct-02

OTHER SOUTHERN CA

 

 

13,557

 

3,645

 

17,202

 

59,704

 

24,355

 

52,551

 

76,906

 

44,276

Tualatin Heights

3,273

9,134

12,407

9,974

4,285

18,096

22,381

13,414

1989

Dec-98

Hunt Club

6,014

14,870

20,884

8,861

6,564

23,181

29,745

18,262

1985

Sep-04

PORTLAND, OR

 

 

9,287

 

24,004

 

33,291

 

18,835

 

10,849

 

41,277

 

52,126

 

31,676

TOTAL WEST REGION

 

27,000

 

483,930

 

918,706

 

1,402,636

 

635,024

 

555,312

 

1,482,348

 

2,037,660

 

1,031,181

MID-ATLANTIC REGION

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Ridgewood -apts side

5,612

20,086

25,698

13,198

6,482

32,414

38,896

25,282

1988

Aug-02

Wellington Place at Olde Town

13,753

36,059

49,812

21,633

14,971

56,474

71,445

43,548

1987/2008

Sep-05

Andover House

183

59,948

60,131

7,059

320

66,870

67,190

41,876

2004

Mar-07

Sullivan Place

1,137

103,676

104,813

15,438

1,870

118,381

120,251

76,556

2007

Dec-07

Courts at Huntington Station

27,749

111,878

139,627

4,923

28,115

116,435

144,550

39,391

1973

Dec-98

Station on Silver

16,661

109,198

125,859

11

16,661

109,209

125,870

600

2018

Dec-20

METROPOLITAN D.C.

 

 

65,095

 

440,845

 

505,940

 

62,262

 

68,419

 

499,783

 

568,202

 

227,253

Calvert's Walk

4,408

24,692

29,100

9,911

5,196

33,815

39,011

26,175

1988

Mar-04

20 Lambourne

11,750

45,590

57,340

12,428

12,454

57,314

69,768

36,827

2003

Mar-08

BALTIMORE, MD

 

 

16,158

 

70,282

 

86,440

 

22,339

 

17,650

 

91,129

 

108,779

 

63,002

TOTAL MID-ATLANTIC REGION

 

 

81,253

 

511,127

 

592,380

 

84,601

86,069

 

590,912

 

676,981

 

290,255

S - 6

Table of Contents

UNITED DOMINION REALTY, L.P.

SCHEDULE III — REAL ESTATE OWNED - (Continued)

DECEMBER 31, 2020

(In thousands)

Gross Amount at Which

Initial Costs

Carried at Close of Period

    

    

    

    

    

Cost of

    

    

    

    

    

    

Improvements

Capitalized

Total Initial

Subsequent to

Buildings &

Date of

Land and Land

Building and

Acquisition

Acquisition

Land and Land

Buildings

Total Carrying

Accumulated

Construction

Encumbrances

Improvements

Improvements

Costs

Costs

Improvements

Improvements

Value

Depreciation

(a)

Date Acquired

NORTHEAST REGION

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

10 Hanover Square

41,432

218,983

260,415

29,075

41,815

247,675

289,490

116,732

2005

Apr-11

95 Wall Street

57,637

266,255

323,892

10,873

58,084

276,681

334,765

156,590

2008

Aug-11

NEW YORK, NY

 

 

99,069

 

485,238

 

584,307

 

39,948

 

99,899

 

524,356

 

624,255

 

273,322

14 North

72,500

10,961

51,175

62,136

13,923

11,483

64,576

76,059

38,209

2005

Apr-11

BOSTON, MA

 

72,500

 

10,961

 

51,175

 

62,136

 

13,923

 

11,483

 

64,576

 

76,059

 

38,209

TOTAL NORTHEAST REGION

 

72,500

 

110,030

 

536,413

 

646,443

 

53,871

 

111,382

 

588,932

 

700,314

 

311,531

SOUTHEAST REGION

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Inlet Bay

7,702

23,150

30,852

21,301

10,609

41,544

52,153

34,547

1988/1989

Jun-03

MacAlpine Place

10,869

36,858

47,727

14,572

12,417

49,882

62,299

36,966

2001

Dec-04

Andover Place at Cross Creek

11,702

107,761

119,463

76

11,709

107,830

119,539

1,223

1997/1999

Nov-20

TAMPA, FL

 

 

30,273

 

167,769

 

198,042

 

35,949

 

34,735

 

199,256

 

233,991

 

72,736

Legacy Hill

1,148

5,867

7,015

11,324

2,041

16,298

18,339

13,833

1977

Nov-95

Hickory Run

1,469

11,584

13,053

14,873

2,684

25,242

27,926

18,126

1989

Dec-95

Carrington Hills

2,117

2,117

39,856

5,016

36,957

41,973

28,441

1999

Dec-95

Brookridge

708

5,461

6,169

7,786

1,495

12,460

13,955

9,894

1986

Mar-96

Breckenridge

766

7,714

8,480

7,329

1,539

14,270

15,809

10,882

1986

Mar-97

Polo Park

4,583

16,293

20,876

18,537

6,216

33,197

39,413

27,438

1987/2008

May-06

NASHVILLE, TN

 

 

10,791

 

46,919

 

57,710

 

99,705

 

18,991

 

138,424

 

157,415

 

108,614

The Reserve and Park at Riverbridge

15,968

56,401

72,369

17,261

16,900

72,730

89,630

52,555

1999/2001

Dec-04

OTHER FLORIDA

 

 

15,968

 

56,401

 

72,369

 

17,261

 

16,900

 

72,730

 

89,630

 

52,555

TOTAL SOUTHEAST REGION

 

 

57,032

 

271,089

 

328,121

 

152,915

 

70,626

 

410,410

 

481,036

 

233,905

SOUTHWEST REGION

Steele Creek

8,586

130,400

138,986

6,012

8,640

136,358

144,998

25,139

2015

Oct-17

DENVER, CO

 

8,586

 

130,400

 

138,986

 

6,012

 

8,640

 

136,358

 

144,998

 

25,139

TOTAL SOUTHWEST REGION

 

 

8,586

 

130,400

 

138,986

 

6,012

 

8,640

 

136,358

 

144,998

 

25,139

TOTAL OPERATING COMMUNITIES

 

99,500

 

740,831

 

2,367,735

 

3,108,566

 

932,423

 

832,029

 

3,208,960

 

4,040,989

 

1,892,011

Other (b)

2,736

2,736

2,736

TOTAL CORPORATE

 

 

 

 

 

2,736

 

 

2,736

 

2,736

 

Deferred Financing Costs

(396)

 

 

 

 

 

 

 

 

TOTAL REAL ESTATE OWNED

$

99,104

$

740,831

$

2,367,735

$

3,108,566

$

935,159

$

832,029

$

3,211,696

$

4,043,725

$

1,892,011

(a)

Date of original construction/date of last major renovation, if applicable.

(b)

Includes unallocated accruals and capital expenditures.

The aggregate cost for federal income tax purpose was approximately $3.4 billion at December 31, 2020 (unaudited).

The estimated depreciable lives for all buildings in the latest Consolidated Statements of Operations are 30 to 55 years.

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Table of Contents

UNITED DOMINION REALTY, L.P.

SCHEDULE III — REAL ESTATE OWNED - (Continued)

DECEMBER 31, 2020

(In thousands)

3-YEAR ROLLFORWARD OF REAL ESTATE OWNED AND ACCUMULATED DEPRECIATION

The following is a reconciliation of the carrying amount of total real estate owned at December 31, (in thousands):

    

2020

    

2019

    

2018

Balance at beginning of the year

$

3,875,160

$

3,811,985

$

3,816,956

Real estate acquired

 

245,322

 

 

Capital expenditures and development

 

52,661

 

63,175

 

44,353

Real estate sold

 

(129,418)

 

 

(49,324)

Balance at end of year

$

4,043,725

$

3,875,160

$

3,811,985

The following is a reconciliation of total accumulated depreciation for real estate owned at December 31, (in thousands):

    

2020

    

2019

    

2018

Balance at beginning of the year

$

1,796,568

$

1,658,161

$

1,543,652

Depreciation expense for the year

 

140,095

 

138,407

 

141,683

Accumulated depreciation on sales

 

(44,652)

 

 

(27,174)

Balance at end of year

$

1,892,011

$

1,796,568

$

1,658,161

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