UDR (UDR) 10-K risk factor changes: FY2017 vs FY2016

Unfavorable market conditions in the areas in which we operate and unfavorable economic conditions generally may significantly affect our occupancy levels, our rental rates and collections, the value of the properties and our ability to [removed: strategically] acquire or dispose of apartment communities on economically favorable terms.

We would expect that declines in our occupancy levels, rental revenues and/or the values of our apartment communities 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 [removed: and] [added: or] the market value of our securities.

| [removed: •] | [added: · | |] downturns in the global, national, regional and local economic conditions, particularly increases in unemployment; |

| [removed: •] | [added: · | |] declines in mortgage interest rates, making alternative housing more affordable; |

| [removed: •] | [added: · | |] government or builder incentives with respect to home ownership, making alternative housing options more attractive; |

| [removed: •] | [added: · | |] local real estate market conditions, including oversupply of, or reduced demand for, apartment homes; |

| [removed: •] | [added: · | |] declines in the financial condition of our tenants, which may make it more difficult for us to collect rents from some tenants; |

| [removed: •] | [added: · | |] changes in market rental rates; |

| [removed: •] | [added: · | |] our ability to renew leases or re-lease space on favorable terms; |

| [removed: •] | [added: · | |] the timing and costs associated with property improvements, repairs or renovations; |

| [removed: •] | [added: · | |] declines in household formation; and |

| [removed: •] | [added: · | |] rent control or stabilization laws, or other laws regulating rental housing, which could prevent us from raising rents to offset increases in operating costs. |

Furthermore, because the majority of our apartment leases have [added: 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.

The longer term leases could result in below market lease rates over [removed: time if we do not accurately judge the potential increases in market rental rates.][added: time.]

The presence of competitive alternatives may [added: adversely] affect our ability to lease space and the level of rents we can obtain.

These conditions may limit our ability to dispose of properties and to change our portfolio [removed: promptly] in order to meet our strategic objectives, which may in turn have a material adverse effect on our financial condition and the market value of our securities.

| [removed: •] | [added: · | |] a significant portion of the proceeds from our overall property sales may be held by intermediaries in order for some sales to qualify as like-kind exchanges under Section 1031 of the Internal Revenue Code 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 |

| [removed: •] | [added: · | |] 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. |

| [removed: •] | [added: · | |] 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; |

| [removed: •] | [added: · | |] 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; |

| [removed: •] | [added: · | |] we may incur significant costs and divert management attention in connection with the evaluation and negotiation of potential acquisitions, including potential acquisitions that we are subsequently unable to complete; |

| [removed: •] | [added: · | |] 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; |

| [removed: •] | [added: · | |] the expected occupancy rates and rental rates may differ from actual results; and |

| [removed: •] | [added: · | |] 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 [added: materially] adversely affect our expected return on our investments and our overall profitability. |

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 [removed: pursue] [added: acquire] attractive investment opportunities on favorable terms, which could [added: materially] adversely affect our ability to grow or acquire properties profitably or with attractive returns.

| [removed: •] | [added: · | |] we may be unable to obtain construction financing for development activities [removed: under] [added: on] favorable terms, including but not limited to interest rates, [removed: maturity dates] [added: term] and/or loan to value ratios, or at all, which could cause us to delay or even abandon potential developments; |

| [removed: •] | [added: · | |] we may be unable to obtain, or face delays in obtaining, necessary zoning, land-use, building, occupancy and other required governmental permits and authorizations, which could result in increased development costs, 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; |

| [removed: •] | [added: · | |] 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; |

| [removed: •] | [added: · | |] 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 [added: development] opportunities; |

| [removed: •] | [added: · | |] 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; |

| [removed: •] | [added: · | |] occupancy [removed: rates and] [added: rates,] rents [added: 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 [added: expected return on our investment and our overall] profitability [removed: goals for that community;] [added: goals;] and |

| [removed: •] | [added: · | |] when we sell to third parties communities or properties that we developed or renovated, we may be subject to warranty or construction defect claims that are uninsured or exceed the limits of our insurance. |

As a result, bankruptcies or defaults by these counterparties could result in services not being provided, projects not being completed on time, or on budget, or at all, 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 [added: materially] adversely affect our business and results of operations.

[removed: We currently have 16] [added: As of December 31, 2017, we had] active joint ventures and partnerships, including our participating loan investment and preferred equity [removed: investment,] [added: investments,] with a total equity investment of [removed: $827.0] [added: $720.8] million.

We are also subject to [removed: risk] [added: other risks] in [removed: cases where an institutional owner is our partner,] [added: 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, (ii) the limitation of our ability to liquidate our position in the partnership or joint venture without the consent of the other partner, and (iii) the requirement to provide guarantees in favor of lenders with respect to the indebtedness of the joint venture.

Such events could [added: materially and] adversely affect our cash flow and ability to make distributions.

As a result of our substantial real estate holdings, the cost of insuring our apartment communities is a [removed: significant] component of expense.

The financial condition of one or more [removed: of our] insurance companies that we hold policies with may be negatively impacted, which could result in their inability to pay on future insurance claims.

In addition, the failure of one or more insurance companies may increase the costs to renew [added: or replace] our insurance policies or increase the cost of insuring [removed: additional properties and recently developed or redeveloped] properties.

| [removed: •] | [added: · | |] inability to accurately evaluate local apartment market conditions and local economies; |

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| | · | | 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; |

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If, under the Americans with Disabilities Act, we are required to make substantial alterations and capital expenditures in one or

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

Third party vendors collect and hold personally identifiable information and other confidential information of our tenants, prospective tenants and employees.

We also maintain confidential 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 the use of commercially available systems, software, tools and monitoring to provide

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.

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, subject us to liability claims or regulatory penalties and could adversely affect our business, financial condition and results of operations.

create pressures to sell assets or to issue additional equity when we would otherwise not choose to do so.

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| • | we may be unable to obtain financing for acquisitions on favorable terms or at all; |

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Forward-Looking Statements

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

Such forward-looking statements include, without limitation, statements concerning property acquisitions and dispositions, development activity and capital expenditures, capital raising activities, rent growth, occupancy, and rental expense growth.

Words such as “expects,” “anticipates,” “intends,” “plans,” “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, unfavorable changes in the apartment market, changing economic conditions, the impact of inflation/deflation on rental rates and property operating expenses, expectations concerning availability of capital and the stabilization of the capital markets, the impact of competition and competitive pricing, acquisitions, developments and redevelopments not achieving anticipated results, delays in completing developments, redevelopments and lease-ups on schedule, 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 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:

| | · | | general economic conditions; |

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| | · | | unfavorable changes in apartment market and economic conditions that could adversely affect occupancy levels and rental rates; |

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| | · | | the failure of acquisitions to achieve anticipated results; |

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| | · | | possible difficulty in selling apartment communities; |

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

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

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

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| | · | | development and construction risks that may impact our profitability; |

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

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

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

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| | · | | 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; |

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| | · | | our failure to succeed in new markets; |

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

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

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

UDR is a self-administered real estate investment trust, or REIT, that owns, operates, acquires, renovates, develops, redevelops, disposes [removed: of] [added: of,] and manages multifamily apartment communities generally located in high barrier-to-entry markets throughout the United States.

At December 31, [removed: 2016,] [added: 2017,] our consolidated real estate portfolio included 127 communities located in [removed: 18] [added: 19] markets, with a total of [removed: 39,454] [added: 39,998] 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 [removed: 27] [added: 29] communities containing [removed: 6,849] [added: 7,286] apartment homes through unconsolidated joint ventures or partnerships.

As of December 31, [removed: 2016,] [added: 2017,] the Company was developing two wholly-owned communities with 1,101 apartment homes, [removed: none] [added: 300] of which have been completed, and [removed: four] [added: two] unconsolidated joint venture communities with [removed: 1,069] [added: 533] apartment homes, [removed: 99] [added: none] of which have been completed.

At December 31, [removed: 2016,] [added: 2017,] the Operating Partnership’s consolidated real estate portfolio included [removed: 54] [added: 53] communities located in [removed: 14] [added: 15] markets, with a total of 16,698 completed apartment homes.

During the year ended December 31, [removed: 2016,] [added: 2017,] revenues of the Operating Partnership represented approximately 43% of our total rental revenues.

In [removed: 2016,] [added: 2017,] we declared total distributions of [removed: $1.18] [added: $1.24] per common share and paid dividends of [removed: $1.1625] [added: $1.225] per common share.

| | [removed: Dividends] [added: |] Declared in [removed: 2016] | | | [removed: | Dividends] Paid in [removed: 2016] | | [removed: |]

| Second Quarter | [removed: 0.2950] | | [removed: |] [added: 0.310] | [removed: 0.2950] | | [added: 0.310] |

| Third Quarter | [removed: 0.2950] | | [removed: |] [added: 0.310] | [removed: 0.2950] | | [added: 0.310] |

| Fourth Quarter | [removed: 0.2950] | | [removed: |] [added: 0.310] | [removed: 0.2950] | | [added: 0.310] |

Our corporate offices are located at 1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado and our telephone number is (720) [removed: 283-6120.][added: 283‑6120.]

As of February [removed: 17, 2017,] [added: 16, 2018,] we had [removed: 1,550] [added: 1,502] full-time associates and [removed: 37] [added: 40] part-time associates, all of whom were employed by UDR.

Our Same-Store Communities segment [removed: includes] [added: represents] those communities acquired, developed, and stabilized prior to January 1, [removed: 2015,] [added: 2016,] and held as of December 31, [removed: 2016.][added: 2017.]

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 [removed: community is] [added: communities are] not classified as held for disposition at year end.

For additional information regarding our operating segments, see Note [removed: 16,] [added: 15,] Reportable Segments, in the Notes to the UDR Consolidated Financial Statements included in this Report and Note 11, Reportable Segments, in the Notes to the Operating Partnership’s Consolidated Financial Statements included in this Report.

| [removed: •] | [added: · | |] 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; |

| [removed: •] | [added: · | |] manage real estate cycles by taking an opportunistic approach to buying, selling, renovating, redeveloping, and developing apartment communities; |

| [removed: •] | [added: · | |] empower site associates to manage our communities efficiently and effectively; |

| [removed: •] | [added: · | |] measure and reward associates based on specific performance targets; and |

| [removed: •] | [added: · | |] manage our capital structure to help enhance predictability of liquidity, earnings and dividends. |

[removed: | • | In] [added: In] July [removed: 2016,] [added: 2017,] the Company marked its [removed: 44th] [added: 45th] year as a REIT and, in October [removed: 2016,] [added: 2017,] paid its [removed: 176th] [added: 180th] consecutive quarterly dividend. [removed: The Company’s annualized declared 2016 dividend of $1.18 represented a 6.3% increase over the previous year. |]

[removed: | • | We] [added: We] achieved Same-Store revenue growth of [removed: 5.7%] [added: 3.7%] and Same-Store net operating income (“NOI”) growth of [removed: 6.5%. |][added: 3.8%.]

[removed: | • | We] [added: We] completed two developments held by unconsolidated joint ventures in [removed: San Francisco,] [added: Irvine,] CA and [removed: Los Angeles,] [added: Mountain View,] CA with a total of [removed: 637] [added: 536] apartment homes. [removed: |]

[removed: | • | We] [added: We] completed three redevelopment projects in [removed: Bellevue, WA, Newport Beach, CA and] San Francisco, [removed: CA. |][added: CA, Austin, TX and Dallas, TX.]

[removed: | • | As] [added: As] of December 31, [removed: 2016,] [added: 2017,] we were developing two wholly-owned communities and [removed: four] [added: two] communities held by unconsolidated joint [removed: ventures and redeveloping three wholly-owned communities. |][added: ventures.]

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 [removed: 2016.][added: 2017.]

Our [removed: Strategies and] [added: Strategic] Vision

Our [added: strategic] vision is to be the innovative multifamily public REIT of choice.

[removed: Flexible/Strong] [added: | | 2. | | Maintaining a Strong] Balance Sheet [added: |]

[removed: Quality of Our] Diversified [removed: Portfolio][added: characteristics of our portfolio include:]

When evaluating potential acquisitions, we [removed: consider:][added: consider a wide variety of factors, including:]

| [removed: •] | [added: · | |] whether it is located in a high barrier-to-entry market; |

| [removed: •] | [added: · | |] population growth, cost of alternative housing, overall potential for economic growth and the tax and regulatory environment of the community in which the property is located; |

| [removed: •] | [added: · | |] geographic location, including proximity to jobs, entertainment, transportation, and our existing communities which can deliver significant economies of scale; |

| [removed: •] | [added: · | |] construction quality, condition and design of the property; |

| [removed: •] | [added: · | |] current and projected cash flow of the property and the ability to increase cash flow; |

| [removed: •] | [removed: the] [added: · | |] ability of the property’s projected cash flows to exceed our cost of capital; |

| [removed: •] | [added: · | |] potential for capital appreciation of the property; |

| [removed: •] | [added: · | |] ability to increase the value and profitability of the property through operations and redevelopment; |

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| | | Dividends | | | Dividends | |

| | | 2017 | | | 2017 | |

| First Quarter | | $ | 0.310 | | $ | 0.295 |

| Total | | $ | 1.240 | | $ | 1.225 |

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2017 Highlights

The Company’s annualized declared 2017 dividend of $1.24 represented a 5.1% increase over the previous year.

We acquired a community in Denver, CO with 218 apartment homes and increased our ownership from 49% to 100% in an operating community located in Seattle, WA with 244 apartment homes for a total of approximately $207.5 million.

The acquisition in Denver, CO will be fully or partially funded with tax-deferred like-kind exchanges under Section 1031 of the Internal Revenue Code of 1986.

We recognized gains on the sale of real estate of $43.4 million from the sale of two communities in Orange County, CA and Carlsbad, CA with a total of 218 apartment homes and a parcel of land in Richmond, VA.

We recognized gains of $7.6 million as a result of the sale of two communities in Seattle, WA and Anaheim, CA by the West Coast Development Joint Venture.

We contributed $87.5 million to five unconsolidated investments under our Developer Capital Program, which earn preferred returns ranging between 6.5% to 11.0%.

We issued $600 million of 3.50%, 10-year senior unsecured medium-term notes and redeemed $300 million of 4.25% unsecured medium-term notes due June 2018.

We prepaid $275.3 million of our secured credit facilities with borrowings under the unsecured commercial paper program and proceeds from the issuance of senior unsecured medium-term notes.

We entered into an unsecured commercial paper program under which we may issue unsecured commercial paper up to a maximum aggregate amount outstanding of $500 million.

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 |

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| | 3. | | Consistently Driving Operating Excellence |

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| | 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.

| | · our consolidated apartment portfolio includes 127 communities located in 19 markets throughout the U.S., including both Coastal and Sunbelt locations; and |

| | · our mix of urban/suburban communities and our mix of A/B quality properties is approximately 50%/50%. |

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| First Quarter | $ | 0.2950 | | | $ | 0.2775 | |

| Total | $ | 1.1800 | | | $ | 1.1625 | |

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2016 Highlights

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| • | We completed four developments held by the West Coast Development Joint Venture located in Seattle, WA, Los Angeles, CA and Anaheim, CA with a total of 1,147 apartment homes. |

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| • | We acquired a community in Redmond, WA with 177 apartment homes, increased our ownership from 50% to 100% in two operating communities located in Bellevue, WA with a total of 331 apartment homes and increased our ownership interest in two parcels of land located in Dublin, CA and Los Angeles, CA for a total of approximately $207.3 million, including the assumption of an incremental $37.9 million of secured debt. A portion of these acquisitions was funded with tax-deferred like-kind exchanges under Section 1031 of the Internal Revenue Code of 1986 (“Section 1031 exchanges”). |

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| • | We recognized gains on the sale of real estate of $210.9 million from the sale of seven communities in Baltimore, MD and one community in Dallas, TX with a total of 1,782 apartment homes, a retail center in Bellevue, WA and two parcels of land in Santa Monica, CA. A portion of the sale proceeds was designated for tax-deferred Section 1031 exchanges for certain acquisitions in 2016. |

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| • | In March 2016, we issued 5,000,000 shares of common stock through a public offering for net proceeds of approximately $173.2 million. |

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| [removed: þ] [added: ☑] | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

For the fiscal year ended December 31, [removed: 2016][added: 2017]

| [removed: o] [added: ☐] | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| Maryland (UDR, Inc.) | [removed: |] 54-0857512 |

| Delaware (United Dominion Realty, L.P.) | [removed: |] 54-1776887 |

| (State or other jurisdiction of | [removed: |] (I.R.S. Employer |

| incorporation or organization) | [removed: |] Identification No.) |

| Title of Each Class | [removed: |] Name of Each Exchange on Which Registered |

| Common Stock, $0.01 par value (UDR, Inc.) | [removed: |] New York Stock Exchange |

| UDR, Inc. | | Yes [removed: þ] [added: ☑] | | No [removed: o] [added: ☐] | | |

| United Dominion Realty, L.P. | | Yes [removed: o] [added: ☐] | | No [removed: þ] [added: ☑] | | |

| UDR, Inc. | | Yes [removed: o] [added: ☐] | | No [removed: þ] [added: ☑] | | |

| United Dominion Realty, L.P. | | Yes [removed: o] [added: ☐] | | No [removed: þ] [added: ☑] | | |

| UDR, Inc. | | Yes [removed: þ] [added: ☑] | | No [removed: o] [added: ☐] | | |

| United Dominion Realty, L.P. | | Yes [removed: þ] [added: ☑] | | No [removed: o] [added: ☐] | | |

| UDR, Inc. | | Yes [removed: þ] [added: ☑] | | No [removed: o] [added: ☐] | | |

| United Dominion Realty, L.P. | | Yes [removed: þ] [added: ☑] | | No [removed: o] [added: ☐] | | |

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated [removed: filer or] [added: filer,] a smaller reporting [added: company, or an emerging growth] company.

See the definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting [added: company,” and “emerging growth] company” in Rule 12b-2 of the Exchange Act.

| UDR, Inc.: | | | | [removed: | | |]

| Large accelerated filer [removed: þ |] [added: ☑] | Accelerated filer [removed: o |] [added: ☐] | Non-accelerated filer [removed: o |] [added: ☐] | Smaller reporting company [removed: o] [added: ] |

| | | [removed: | |] (Do not check if a smaller reporting company) | [removed: |] [added: Emerging growth company ] |

| United Dominion Realty, L.P.: | | | | [removed: | | |]

| Large accelerated filer [removed: o |] [added: ☐] | Accelerated filer [removed: o |] [added: ☐] | Non-accelerated filer [removed: þ |] [added: ☑] | Smaller reporting company [removed: o] [added: ] |

| | | [removed: | |] (Do not check if a smaller reporting company) | [removed: |] [added: Emerging growth company ] |

| UDR, Inc. | | Yes [removed: o] [added: ☐] | | No [removed: þ] [added: ☑] | | |

| United Dominion Realty, L.P. | | Yes [removed: o] [added: ☐] | | No [removed: þ] [added: ☑] | | |

The aggregate market value of the shares of common stock of UDR, Inc. held by non-affiliates on June 30, [removed: 2016] [added: 2017] was approximately [removed: $3.3] [added: $3.6] billion.

As of February [removed: 17, 2017,] [added: 16, 2018,] there were [removed: 267,370,704] [added: 268,160,029] shares of UDR, Inc.’s common stock outstanding.

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 [removed: 2017] [added: 2018] Annual Meeting of Stockholders.

| [Item 1. [removed: Business](#sA7BFDF8F3F4311CB746E20FFE8D80F26)] [added: Business](#Item1BUSINESS_859249)] | [removed: [3](#sA7BFDF8F3F4311CB746E20FFE8D80F26)] [added: 3] |

| [Item 1A. Risk [removed: Factors](#s8C8DF58E00697D18BA152100007EB43A)] [added: Factors](#Item1ARISKFACTORS_636215)] | [removed: [10](#s8C8DF58E00697D18BA152100007EB43A)] [added: 11] |

| [Item 1B. Unresolved Staff [removed: Comments](#sFDEF0C742E77D895AD122100009CACFF)] [added: Comments](#Item1BUNRESOLVEDSTAFFCOMMENTS_896565)] | [removed: [23](#sFDEF0C742E77D895AD122100009CACFF)] [added: 24] |

| [Item 2. [removed: Properties](#s1E22DCA439157DD41ECA20FFDCBCE5E6)] [added: Properties](#Item2PROPERTIES_95714)] | [removed: [24](#s1E22DCA439157DD41ECA20FFDCBCE5E6)] [added: 25] |

| [Item 3. Legal [removed: Proceedings](#s7BFBD5520AD7806CBC75210000F19004)] [added: Proceedings](#Item3LEGALPROCEEDINGS_348868)] | [removed: [25](#s7BFBD5520AD7806CBC75210000F19004)] [added: 26] |

| [Item 4. Mine Safety [removed: Disclosures](#s4EB151B48CDD2AA2A921210000FD38CF)] [added: Disclosures](#Item4MINESAFETYDISCLOSURES_885915)] | [removed: [25](#s4EB151B48CDD2AA2A921210000FD38CF)] [added: 26] |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s34D79E3BBF4CC6042C8F20FFE0799C13)] [added: Securities](#Item5MARKETFORREGISTRANTSCOMMONEQUITY_10)] | [removed: [26](#s34D79E3BBF4CC6042C8F20FFE0799C13)] [added: 27] |

| [Item 6. Selected Financial [removed: Data](#s2FCAA7633901BDB3FC1B20FFE080A20B)] [added: Data](#Item6SELECTEDFINANCIALDATA_894695)] | [removed: [30](#s2FCAA7633901BDB3FC1B20FFE080A20B)] [added: 31] |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s3B7886F01FE4F2B9E326210001FD2B2F)] [added: Operations](#Item7MANAGEMENTSDISCUSSIONANDANALYSISOFF)] | [removed: [34](#s3B7886F01FE4F2B9E326210001FD2B2F)] [added: 34] |

| [Item 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk](#sE3FB7E973DAF78B66A9121000440289C)] [added: Risk](#Item7AQUANTITATIVEANDQUALITATIVEDISCLOSU)] | [removed: [64](#sE3FB7E973DAF78B66A9121000440289C)] [added: 64] |

10-K 1 c208-20171231x10k.htm 10-K

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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.

| [PART I](#PARTI_290523) | |

| [PART II](#PARTII_966808) | |

| [PART IV](#PARTIV_233144) | |

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

10-K 1 a201610-k.htm 10-K

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| PART II | |

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At December 31, [removed: 2016,] [added: 2017,] our consolidated apartment portfolio included 127 communities located in [removed: 18] [added: 19] markets, with a total of [removed: 39,454] [added: 39,998] 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, [removed: 2016.][added: 2017.]

SUMMARY OF REAL ESTATE PORTFOLIO BY GEOGRAPHIC MARKET AT DECEMBER 31, [removed: 2016][added: 2017]

| WEST REGION | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | |]

| MID-ATLANTIC REGION | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | |]

| NORTHEAST REGION | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | |]

| SOUTHEAST REGION | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | |]

| Other Florida | [removed: 1] | [added: 1] | | 636 | | [removed: |] 0.8 | % | | [removed: 83,404 |] [added: 84,520] | | | 39,787 | | | [removed: | 131,140 | |] [added: 132,893] | | [removed: 96.4] [added: 96.3] | % | [removed: |] 1,130 | [removed: |]

| SOUTHWEST REGION | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | |]

| Land | [removed: —] | [added: —] | | — | | [removed: |] 0.7 | % | | [removed: 72,429 |] [added: 75,940] | | | — | | | | | | | | [removed: | | | | |]

| Other | [removed: —] | [added: —] | | — | | [removed: |] 0.6 | % | | [removed: 59,447 | | | | — | |] [added: 61,845] | | | [added: (1,912)] | | | | | | | |

| [added: |] (a) | [added: |] As of December 31, [removed: 2016,] [added: 2017,] the Company was developing two wholly-owned communities with 1,101 apartment homes, [removed: none] [added: 300] of which have been completed. |

SUMMARY OF REAL ESTATE PORTFOLIO BY GEOGRAPHIC MARKET AT DECEMBER 31, [removed: 2016][added: 2017]

| WEST REGION | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | |]

| MID-ATLANTIC REGION | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | |]

| NORTHEAST REGION | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | |]

| SOUTHEAST REGION | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | |]

| Real Estate Under Development [removed: | — |] [added: (a)] | | — | | [added: 300] | [removed: —] | [removed: %] [added: 5.8] | [added: %] | [removed: —] | [added: 592,490] | | | — | | | | | | | | [removed: | | | | |]

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| | | | | | | Percentage | | Gross | | | | | | | | | | | Average |

| | | Number of | | Number of | | of | | Amount | | | | | | | | | Average | | Home Size |

| | | Apartment | | Apartment | | Carrying | | (in | | | Encumbrances | | | Cost per | | | Physical | | (in square |

| | | Communities | | Homes | | Value | | thousands) | | | (in thousands) | | | Home | | | Occupancy | | feet) |

| San Francisco, CA | | 11 | | 2,751 | | 8.5 | % | $ | 860,823 | | $ | 65,495 | | $ | 312,913 | | 96.5 | % | 830 |

| Orange County, CA | | 11 | | 4,698 | | 11.4 | % | | 1,155,124 | | | — | | | 245,876 | | 95.5 | % | 838 |

| Seattle, WA | | 15 | | 2,837 | | 9.7 | % | | 984,139 | | | 77,272 | | | 346,894 | | 96.4 | % | 900 |

| Los Angeles, CA | | 4 | | 1,225 | | 4.4 | % | | 451,322 | | | 67,700 | | | 368,426 | | 95.7 | % | 967 |

| Monterey Peninsula, CA | | 7 | | 1,565 | | 1.7 | % | | 172,856 | | | — | | | 110,451 | | 96.8 | % | 728 |

| Other Southern California | | 2 | | 654 | | 1.0 | % | | 106,023 | | | — | | | 162,115 | | 96.0 | % | 960 |

| Portland, OR | | 2 | | 476 | | 0.5 | % | | 48,317 | | | — | | | 101,506 | | 97.2 | % | 903 |

| Metropolitan D.C. | | 22 | | 8,402 | | 21.2 | % | | 2,160,447 | | | 247,992 | | | 257,135 | | 97.0 | % | 908 |

| Richmond, VA | | 4 | | 1,358 | | 1.4 | % | | 145,969 | | | 33,850 | | | 107,488 | | 97.6 | % | 1,018 |

| Baltimore, MD | | 3 | | 720 | | 1.5 | % | | 150,168 | | | — | | | 208,567 | | 96.6 | % | 993 |

| New York, NY | | 4 | | 1,945 | | 12.8 | % | | 1,304,372 | | | — | | | 670,628 | | 97.7 | % | 742 |

| Boston, MA | | 5 | | 1,548 | | 5.6 | % | | 566,487 | | | 76,721 | | | 365,948 | | 96.3 | % | 1,042 |

| Orlando, FL | | 9 | | 2,500 | | 2.2 | % | | 219,764 | | | — | | | 87,906 | | 96.9 | % | 946 |

| Nashville, TN | | 8 | | 2,260 | | 2.0 | % | | 206,572 | | | 39,881 | | | 91,404 | | 96.7 | % | 933 |

| Tampa, FL | | 7 | | 2,287 | | 2.5 | % | | 251,246 | | | 12,450 | | | 109,858 | | 97.0 | % | 982 |

| Dallas, TX | | 7 | | 2,345 | | 2.7 | % | | 277,303 | | | 107,734 | | | 118,253 | | 96.3 | % | 862 |

| Austin, TX | | 4 | | 1,273 | | 1.6 | % | | 162,215 | | | 36,299 | | | 127,427 | | 96.1 | % | 913 |

| Denver, CO | | 1 | | 218 | | 1.4 | % | | 139,264 | | | — | | | 638,826 | | 88.2 | % | 948 |

| Total Operating Communities | | 127 | | 39,698 | | 92.9 | % | | 9,446,931 | | | 805,181 | | $ | 237,970 | | 96.6 | % | 901 |

| Total Real Estate Owned | | 127 | | 39,998 | | 100.0 | % | $ | 10,177,206 | | $ | 803,269 | | | | | | | |

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| | | | | | | Percentage | | Gross | | | | | | | | | | | Average |

| | | Number of | | Number of | | of | | Amount | | | | | | | | | Average | | Home Size |

| | | Apartment | | Apartment | | Carrying | | (in | | | Encumbrances | | | Cost per | | | Physical | | (in square |

| | | Communities | | Homes | | Value | | thousands) | | | (in thousands) | | | Home | | | Occupancy | | feet) |

| San Francisco, CA | | 9 | | 2,185 | | 15.6 | % | $ | 596,299 | | $ | 65,495 | | $ | 272,906 | | 97.6 | % | 817 |

| Orange County, CA | | 6 | | 3,383 | | 20.2 | % | | 770,308 | | | — | | | 227,700 | | 95.5 | % | 806 |

| Seattle, WA | | 5 | | 932 | | 5.9 | % | | 223,419 | | | — | | | 239,720 | | 96.8 | % | 874 |

| Los Angeles, CA | | 2 | | 344 | | 3.0 | % | | 113,853 | | | — | | | 330,968 | | 95.7 | % | 976 |

| Monterey Peninsula, CA | | 7 | | 1,565 | | 4.5 | % | | 172,856 | | | — | | | 110,451 | | 96.8 | % | 728 |

| Other Southern California | | 1 | | 414 | | 1.9 | % | | 72,988 | | | — | | | 176,300 | | 96.0 | % | 996 |

| Portland, OR | | 2 | | 476 | | 1.3 | % | | 48,317 | | | — | | | 101,506 | | 97.2 | % | 903 |

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| | Number of Apartment Communities | | | Number of Apartment Homes | | | Percentage of Carrying Value | | | Gross Amount (in thousands) | | | | Encumbrances (in thousands) | | | | Cost per Home | | | | Average Physical Occupancy | | | Average Home Size (in square feet) | |

| Orange County, CA | 12 | | | 4,814 | | | 12.1 | % | | $ | 1,159,595 | | | $ | 177,005 | | | $ | 240,880 | | | 95.4 | % | | 837 | |

| San Francisco, CA | 11 | | | 2,751 | | | 8.8 | % | | 850,605 | | | | 65,495 | | | | 309,198 | | | | 95.8 | % | | 830 | |

| Seattle, WA | 14 | | | 2,593 | | | 9.1 | % | | 876,934 | | | | 79,577 | | | | 338,193 | | | | 95.9 | % | | 902 | |

| Los Angeles, CA | 4 | | | 1,225 | | | 4.6 | % | | 446,465 | | | | 110,778 | | | | 364,461 | | | | 95.3 | % | | 967 | |

| Monterey Peninsula, CA | 7 | | | 1,565 | | | 1.8 | % | | 169,005 | | | | — | | | | 107,990 | | | | 96.7 | % | | 728 | |

| Other Southern California | 3 | | | 756 | | | 1.3 | % | | 124,891 | | | | 55,263 | | | | 165,200 | | | | 95.8 | % | | 934 | |

| Portland, OR | 2 | | | 476 | | | 0.5 | % | | 47,559 | | | | — | | | | 99,914 | | | | 97.1 | % | | 903 | |

| Metropolitan D.C. | 22 | | | 8,402 | | | 22.3 | % | | 2,142,013 | | | | 272,919 | | | | 254,941 | | | | 96.4 | % | | 908 | |

| Richmond, VA | 4 | | | 1,358 | | | 1.5 | % | | 143,773 | | | | 33,850 | | | | 105,871 | | | | 96.6 | % | | 1,018 | |

| Baltimore, MD | 3 | | | 720 | | | 1.6 | % | | 149,249 | | | | — | | | | 207,290 | | | | 96.9 | % | | 993 | |

| New York, NY | 4 | | | 1,945 | | | 13.6 | % | | 1,301,167 | | | | — | | | | 668,980 | | | | 97.3 | % | | 742 | |

| Boston, MA | 5 | | | 1,548 | | | 5.8 | % | | 560,593 | | | | 78,350 | | | | 362,140 | | | | 96.3 | % | | 1,042 | |

| Orlando, FL | 9 | | | 2,500 | | | 2.3 | % | | 216,647 | | | | — | | | | 86,659 | | | | 96.8 | % | | 946 | |

| Nashville, TN | 8 | | | 2,260 | | | 2.1 | % | | 201,468 | | | | 64,971 | | | | 89,144 | | | | 97.6 | % | | 933 | |

| Tampa, FL | 7 | | | 2,287 | | | 2.6 | % | | 245,242 | | | | 12,450 | | | | 107,233 | | | | 96.7 | % | | 982 | |

| Dallas, TX | 7 | | | 2,345 | | | 2.7 | % | | 263,352 | | | | 107,734 | | | | 112,304 | | | | 96.6 | % | | 862 | |

| Austin, TX | 4 | | | 1,273 | | | 1.6 | % | | 158,009 | | | | 36,299 | | | | 124,123 | | | | 94.6 | % | | 913 | |

| Total Operating Communities | 127 | | | 39,454 | | | 95.1 | % | | 9,139,971 | | | | 1,134,478 | | | | $ | 231,661 | | | 96.3 | % | | 900 | |

| Real Estate Under Development (a) | — | | | — | | | 3.6 | % | | 342,282 | | | | — | | | | | | | | | | | | |

| Held for Disposition | — | | | | | | — | % | | 1,624 | | | | — | | | | | | | | | | | | |

| Total Real Estate Owned | 127 | | | 39,454 | | | 100.0 | % | | $ | 9,615,753 | | | $ | 1,134,478 | | | | | | | | | | | |

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| | Number of Apartment Communities | | | Number of Apartment Homes | | | Percentage of Carrying Value | | | Gross Amount (in thousands) | | | | Encumbrances (in thousands) | | | | Cost per Home | | | | Average Physical Occupancy | | | Average Home Size (in square feet) | |

| Orange County, CA | 7 | | | 3,499 | | | 21.1 | % | | $ | 776,770 | | | $ | 177,005 | | | $ | 221,998 | | | 95.2 | % | | 806 | |

| San Francisco, CA | 9 | | | 2,185 | | | 16.0 | % | | 588,883 | | | | 65,493 | | | | 269,512 | | | | 96.7 | % | | 817 | |

| Seattle, WA | 5 | | | 932 | | | 6.0 | % | | 219,445 | | | | — | | | | 235,456 | | | | 96.6 | % | | 874 | |

| Los Angeles, CA | 2 | | | 344 | | | 3.0 | % | | 110,435 | | | | 43,078 | | | | 321,029 | | | | 95.6 | % | | 976 | |

| Monterey Peninsula, CA | 7 | | | 1,565 | | | 4.6 | % | | 169,006 | | | | — | | | | 107,990 | | | | 96.7 | % | | 728 | |

| Other Southern California | 2 | | | 516 | | | 2.5 | % | | 92,297 | | | | 55,262 | | | | 178,876 | | | | 95.5 | % | | 951 | |

| Portland, OR | 2 | | | 476 | | | 1.3 | % | | 47,559 | | | | — | | | | 99,914 | | | | 97.1 | % | | 903 | |

| Metropolitan D.C. | 6 | | | 2,068 | | | 15.1 | % | | 554,630 | | | | 31,374 | | | | 268,196 | | | | 96.5 | % | | 898 | |

| Baltimore, MD | 2 | | | 540 | | | 2.8 | % | | 102,303 | | | | — | | | | 189,450 | | | | 96.7 | % | | 968 | |

| | [removed: High] | [added: High] | | | Low | | | [removed: | Distributions] Declared | | | [removed: |] High | | | [removed: |] Low | | | [removed: | Distributions] Declared | | [removed: |]

On February [removed: 17, 2017,] [added: 16, 2018,] the closing sale price of our common stock was [removed: $35.59] [added: $34.61] per share on the NYSE, and there were [removed: 3,982] [added: 3,639] holders of record of the [removed: 267,370,704] [added: 268,160,029] outstanding shares of our common stock.

We have determined that, for federal income tax purposes, approximately [removed: 61%] [added: 83%] of the distributions for [removed: 2016] [added: 2017] represented ordinary income, [removed: 27%] [added: 1%] represented [added: qualified ordinary income, 11% represented] long-term capital gain, and [removed: 12%] [added: 5%] represented unrecaptured section 1250 gain.

Distributions declared on the Series E for the years ended December 31, [removed: 2016] [added: 2017] and [removed: 2015] [added: 2016] were $1.33 per share or $0.3322 per quarter.

At December 31, [removed: 2016,] [added: 2017,] a total of [removed: 2,796,903] [added: 2,780,994] shares of the Series E were outstanding.

As of December 31, [removed: 2016,] [added: 2017,] a total of [removed: 16,196,889] [added: 15,852,721] 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 [added: matter submitted to a vote of security holders at a meeting of our stockholders.]

As of February [removed: 17, 2017,] [added: 16, 2018,] there were approximately [removed: 2,159] [added: 1,884] participants in the plan.

At December 31, [removed: 2016,] [added: 2017,] there were [removed: 183,278,698] [added: 183,350,924] OP Units outstanding in the Operating Partnership, of which [removed: 174,230,084] [added: 174,237,688] OP Units or [removed: 95.1%] [added: 95.0%] were owned by UDR and affiliated entities and [removed: 9,048,614] [added: 9,113,236] OP Units or [removed: 4.9%] [added: 5.0%] were owned by non-affiliated limited partners.

During [removed: 2016,] [added: 2017,] we issued a total of [removed: 4,685] [added: 7,604] shares of common stock upon redemption of OP Units.

Under [removed: the two] [added: both] share repurchase programs, UDR may repurchase shares of our common stock in open market purchases, block purchases, privately negotiated transactions or otherwise.

As reflected in the table below, no shares of common stock were repurchased under these programs during the quarter ended December 31, [removed: 2016.][added: 2017.]

| Beginning Balance | [removed: |] 9,967,490 | | [removed: |] $ | 22.00 | | [removed: |] 9,967,490 | | [removed: |] 15,032,510 | [removed: |]

| October 1, [removed: 2016] [added: 2017] through October 31, [removed: 2016 |] [added: 2017] | — | | | — | | [removed: | |] — | | [removed: |] 15,032,510 | [removed: |]

| November 1, [removed: 2016] [added: 2017] through November 30, [removed: 2016 |] [added: 2017] | — | | | — | | [removed: | |] — | | [removed: |] 15,032,510 | [removed: |]

| December 1, [removed: 2016] [added: 2017] through December 31, [removed: 2016 |] [added: 2017] | — | | | — | | [removed: | |] — | | [removed: |] 15,032,510 | [removed: |]

| Balance as of December 31, [removed: 2016 |] [added: 2017] | 9,967,490 | | [removed: |] $ | 22.00 | | [removed: |] 9,967,490 | | [removed: |] 15,032,510 | [removed: |]

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

During the three months ended December 31, [removed: 2016,] [added: 2017,] certain of our employees surrendered shares of common stock owned by them to satisfy their statutory minimum federal and state tax obligations associated with the vesting of [removed: restricted shares of common stock issued under our 1999 Long-Term Incentive Plan (the “LTIP”).]

The following table summarizes all of these repurchases during the three months ended December 31, [removed: 2016.][added: 2017:]

| October 1, [removed: 2016] [added: 2017] through October 31, [removed: 2016 |] [added: 2017] | — | | [removed: |] $ | — | | [removed: |] N/A | | N/A |

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

The graph assumes that $100 was invested on December 31, [removed: 2011,] [added: 2012,] in each of our common stock and the indices presented.

[removed: ][added: ]

| | | Period Ending | | | | | | | | | | | [removed: | | | | | |]

| Index | | [removed: 12/31/2011 | | |] 12/31/2012 | | [removed: |] 12/31/2013 | | [removed: |] 12/31/2014 | | [removed: |] 12/31/2015 | | [removed: |] 12/31/2016 | | [added: 12/31/2017 |]

The performance graph and the related chart and text, are being furnished solely to accompany this Annual Report on Form [removed: 10-K] [added: 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.

| | | 2017 | | | | | | | | | 2016 | | | | | | | |

| | | | | | | | | Distributions | | | | | | | | | Distributions | |

| Quarter ended March 31, | | $ | 36.50 | | $ | 34.48 | | $ | 0.310 | | $ | 38.53 | | $ | 33.15 | | $ | 0.295 |

| Quarter ended June 30, | | $ | 40.49 | | $ | 35.97 | | $ | 0.310 | | $ | 38.56 | | $ | 33.42 | | $ | 0.295 |

| Quarter ended September 30, | | $ | 39.79 | | $ | 37.75 | | $ | 0.310 | | $ | 37.63 | | $ | 34.20 | | $ | 0.295 |

| Quarter ended December 31, | | $ | 40.05 | | $ | 37.68 | | $ | 0.310 | | $ | 36.48 | | $ | 33.11 | | $ | 0.295 |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | 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) |

| --- | --- | --- | --- |

restricted shares of common stock or the exercise of stock options issued under our 1999 Long-Term Incentive Plan (the “LTIP”).

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Total Number | | Maximum |

| | | | | | | of Shares | | Number of |

| | | | | | | Purchased as | | Shares that |

| | Total | | | | | Part of | | May Yet Be |

| | Number of | | Average | | | Publicly | | Purchased |

| | Shares | | Price Paid | | | Announced Plans | | Under the Plans |

| Period | Purchased | | per Share(a) | | | or Programs | | or Programs |

| November 1, 2017 through November 30, 2017 | 32,075 | | | 39.10 | | N/A | | N/A |

| December 1, 2017 through December 31, 2017 | — | | | — | | N/A | | N/A |

| Total | 32,075 | | $ | 39.10 | | | | |

| --- | --- | --- | --- |


| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| UDR, Inc. | | 100.00 | | 101.98 | | 139.89 | | 176.21 | | 176.68 | | 192.78 |

| NAREIT Equity Apartment Index | | 100.00 | | 93.80 | | 130.97 | | 152.52 | | 156.88 | | 162.72 |

| MSCI U.S. REIT Index | | 100.00 | | 102.47 | | 133.60 | | 136.97 | | 148.75 | | 156.29 |

| S&P 500 Index | | 100.00 | | 132.39 | | 150.51 | | 152.59 | | 170.84 | | 208.14 |

| NAREIT Equity REIT Index | | 100.00 | | 102.47 | | 133.35 | | 137.61 | | 149.33 | | 157.14 |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | 2016 | | | | | | | | | | | | 2015 | | | | | | | | | | |

| Quarter ended March 31, | $ | 38.53 | | | $ | 33.15 | | | $ | 0.2950 | | | $ | 35.22 | | | $ | 31.31 | | | $ | 0.2775 | |

| Quarter ended June 30, | $ | 38.56 | | | $ | 33.42 | | | $ | 0.2950 | | | $ | 34.17 | | | $ | 31.62 | | | $ | 0.2775 | |

| Quarter ended September 30, | $ | 37.63 | | | $ | 34.20 | | | $ | 0.2950 | | | $ | 35.67 | | | $ | 31.14 | | | $ | 0.2775 | |

| Quarter ended December 31, | $ | 36.48 | | | $ | 33.11 | | | $ | 0.2950 | | | $ | 37.89 | | | $ | 33.77 | | | $ | 0.2775 | |

matter submitted to a vote of security holders at a meeting of our stockholders.

| | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | |

| Period | | Total Number of Shares Purchased | | | Average Price per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (a) | |

| | |

| --- | --- |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | |

| Period | | Total Number of Shares Purchased | | | Average Price Paid per Share(a) | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs |

| November 1, 2016 through November 30, 2016 | | — | | | — | | | | N/A | | N/A |

| December 1, 2016 through December 31, 2016 | | 60,372 | | | 36.48 | | | | N/A | | N/A |

| Total | | 60,372 | | | $ | 36.48 | | | | | |

| | |

| --- | --- |

| | | | | | | | | | | | | | | | | | | |

| UDR, Inc. | | 100.00 | | | 98.07 | | | 100.00 | | | 137.18 | | | 172.80 | | | 173.26 | |

| NAREIT Equity Apartment Index | | 100.00 | | | 106.93 | | | 100.31 | | | 140.06 | | | 163.10 | | | 167.76 | |

| US MSCI REITS | | 100.00 | | | 117.77 | | | 120.68 | | | 157.34 | | | 161.30 | | | 175.17 | |

| S&P 500 | | 100.00 | | | 116.00 | | | 153.57 | | | 174.60 | | | 177.01 | | | 198.18 | |

| NAREIT Equity REIT Index | | 100.00 | | | 118.06 | | | 120.97 | | | 157.43 | | | 162.46 | | | 176.30 | |

The following tables set forth selected consolidated financial and other information of UDR, Inc. and of the Operating Partnership as of and for each of the years in the five-year period ended December 31, [removed: 2016.][added: 2017.]

| | [removed: 2016] | [removed: | | | 2015 |] [added: 2017] | | | [removed: 2014] [added: 2016] | | | [added: 2015] | [removed: 2013] | | [added: 2014] | | [removed: 2012] | [added: 2013] | |

| OPERATING DATA: | | | | | | | | | | | | | | | | [removed: | | | |]

| Rental income | [removed: $] | [removed: 948,461] [added: $] | [added: 984,309] | | $ | [removed: 871,928 |] [added: 948,461] | | $ | [removed: 805,002 |] [added: 871,928] | | $ | [removed: 746,484 |] [added: 805,002] | | $ | [removed: 704,701 |] [added: 746,484] |

| Income/(loss) from continuing operations | [removed: 109,529] | | [removed: | | 105,482 | |] [added: 89,251] | | [removed: 16,260] | [added: 109,529] | | | [removed: 2,340] [added: 105,482] | | | [added: 16,260] | [removed: (46,305] | | [removed: )] [added: 2,340] |

| Income/(loss) from discontinued operations, net of tax | [removed: —] | | [removed: | |] — | | | [removed: | 10 |] [added: —] | | | [removed: 43,942] [added: —] | | | [added: 10] | [removed: 266,608] | | [added: 43,942] |

| Net income/(loss) | [removed: 320,380] | | [removed: | | 357,159 | |] [added: 132,655] | | [removed: 159,842] | [added: 320,380] | | | [removed: 46,282] [added: 357,159] | | | [added: 159,842] | [removed: 220,303] | | [added: 46,282] |

| Distributions to preferred stockholders | [removed: 3,717] | | [removed: |] [added: 3,708] | [removed: 3,722] | | [added: 3,717] | | [removed: 3,724] | [added: 3,722] | | | 3,724 | | | [removed: | 6,010 | |] [added: 3,724] |

| Net income/(loss) attributable to common stockholders | [removed: 289,001] | | [removed: | | 336,661 | |] [added: 117,850] | | [removed: 150,610] | [added: 289,001] | | | [removed: 41,088] [added: 336,661] | | | [added: 150,610] | [removed: 203,376] | | [added: 41,088] |

| Common stock distributions declared | [removed: 315,102] | | [removed: | | 289,500 | |] [added: 331,974] | | [removed: 263,503] | [added: 315,102] | | | [removed: 235,721] [added: 289,500] | | | [added: 263,503] | [removed: 215,654] | | [added: 235,721] |

| Income/(loss) per weighted average common share — basic: | | | | | | | | | | | | | | | | [removed: | | | |]

| Income/(loss) from continuing operations attributable to common stockholders | [removed: $] | [removed: 1.09] [added: $] | [added: 0.44] | | $ | [removed: 1.30 |] [added: 1.09] | | $ | [removed: 0.60 |] [added: 1.30] | | $ | [removed: (0.01 | )] [added: 0.60] | | $ | [removed: (0.22 | )] [added: (0.01)] |

| Income/(loss) from discontinued operations attributable to common stockholders | [removed: —] | | [removed: | |] — | | | [removed: |] — | | | [removed: | 0.17] [added: —] | | | [added: —] | [removed: 1.07] | | [added: 0.17] |

| Net income/(loss) attributable to common stockholders | [removed: $] | [removed: 1.09] [added: $] | [added: 0.44] | | $ | [removed: 1.30 |] [added: 1.09] | | $ | [removed: 0.60 |] [added: 1.30] | | $ | [removed: 0.16 |] [added: 0.60] | | $ | [removed: 0.85 |] [added: 0.16] |

| Income/(loss) per weighted average common share — diluted: | | | | | | | | | | | | | | | | [removed: | | | |]

| Income/(loss) from continuing operations attributable to common stockholders | [removed: $] | [removed: 1.08] [added: $] | [added: 0.44] | | $ | [removed: 1.29 |] [added: 1.08] | | $ | [removed: 0.59 |] [added: 1.29] | | $ | [removed: (0.01 | )] [added: 0.59] | | $ | [removed: (0.22 | )] [added: (0.01)] |

| Income/(loss) from discontinued operations attributable to common stockholders | [removed: —] | | [removed: | |] — | | | [removed: |] — | | | [removed: | 0.17] [added: —] | | | [added: —] | [removed: 1.07] | | [added: 0.17] |

| Net income/(loss) attributable to common stockholders | [removed: $] | [removed: 1.08] [added: $] | [added: 0.44] | | $ | [removed: 1.29 |] [added: 1.08] | | $ | [removed: 0.59 |] [added: 1.29] | | $ | [removed: 0.16 |] [added: 0.59] | | $ | [removed: 0.85 |] [added: 0.16] |

| Weighted average number of Common Shares outstanding — basic | [removed: 265,386] | | [removed: | | 258,669 | |] [added: 267,024] | | [removed: 251,528] | [added: 265,386] | | | [removed: 249,969] [added: 258,669] | | | [added: 251,528] | [removed: 238,851] | | [added: 249,969] |

| Weighted average number of Common Shares outstanding — diluted | [removed: 267,311] | | [removed: | | 263,752 | |] [added: 268,830] | | [removed: 253,445] | [added: 267,311] | | | [removed: 249,969] [added: 263,752] | | | [added: 253,445] | [removed: 238,851] | | [added: 249,969] |

| Weighted average number of Common Shares outstanding, OP Units/DownREIT Units and Common Stock equivalents outstanding — diluted | [removed: 295,469] | | [removed: | | 276,699 | |] [added: 296,672] | | [removed: 265,728] | [added: 295,469] | | | [removed: 263,926] [added: 276,699] | | | [added: 265,728] | [removed: 252,659] | | [added: 263,926] |

| Common stock distributions declared - per share | [removed: $] | [removed: 1.18] [added: $] | [added: 1.24] | | $ | [removed: 1.11 |] [added: 1.18] | | $ | [removed: 1.04 |] [added: 1.11] | | $ | [removed: 0.94 |] [added: 1.04] | | $ | [removed: 0.88 |] [added: 0.94] |

| Balance Sheet Data: | | | | | | | | | | | | | | | | [removed: | | | |]

| Real estate owned, at cost (a) | [removed: $] | [removed: 9,615,753] [added: $] | [added: 10,177,206] | | $ | [removed: 9,190,276 |] [added: 9,615,753] | | $ | [removed: 8,383,259 |] [added: 9,190,276] | | $ | [removed: 8,207,977 |] [added: 8,383,259] | | $ | [removed: 8,055,828 |] [added: 8,207,977] |

| Accumulated depreciation (a) | [removed: 2,923,625] | | [removed: | | 2,646,874 | |] [added: 3,330,166] | | [removed: 2,434,772] | [added: 2,923,625] | | | [removed: 2,208,794] [added: 2,646,874] | | | [added: 2,434,772] | [removed: 1,924,682] | | [added: 2,208,794] |

| Total real estate owned, net of accumulated depreciation (a) | [removed: 6,692,128] | | [removed: | | 6,543,402 | |] [added: 6,847,040] | | [removed: 5,948,487] | [added: 6,692,128] | | | [removed: 5,999,183] [added: 6,543,402] | | | [added: 5,948,487] | [removed: 6,131,146] | | [added: 5,999,183] |

| Total assets | [removed: 7,679,584] | | [removed: | | 7,663,844 | |] [added: 7,733,273] | | [removed: 6,828,728] | [added: 7,679,584] | | | [removed: 6,787,342] [added: 7,663,844] | | | [added: 6,828,728] | [removed: 6,839,637] | | [added: 6,787,342] |

| Secured debt, net (a) | [removed: 1,130,858] | | [removed: | | 1,376,945 | |] [added: 803,269] | | [removed: 1,354,321] | [added: 1,130,858] | | | [removed: 1,432,186] [added: 1,376,945] | | | [added: 1,354,321] | [removed: 1,420,028] | | [added: 1,432,186] |

| Unsecured debt, net | [removed: 2,270,620] | | [removed: | | 2,193,850 | |] [added: 2,868,394] | | [removed: 2,210,978] | [added: 2,270,620] | | | [removed: 2,071,137] [added: 2,193,850] | | | [added: 2,210,978] | [removed: 1,969,839] | | [added: 2,071,137] |

| Total debt, net | [removed: 3,401,478] | | [removed: | | 3,570,795 | |] [added: 3,671,663] | | [removed: 3,565,299] | [added: 3,401,478] | | | [removed: 3,503,323] [added: 3,570,795] | | | [added: 3,565,299] | [removed: 3,389,867] | | [added: 3,503,323] |

| Total stockholders’ equity | [removed: $] | [removed: 3,093,110] [added: $] | [added: 2,825,800] | | $ | [removed: 2,899,755 |] [added: 3,093,110] | | $ | [removed: 2,735,097 |] [added: 2,899,755] | | $ | [removed: 2,811,648 |] [added: 2,735,097] | | $ | [removed: 2,992,916 |] [added: 2,811,648] |

| Number of Common Shares outstanding | [removed: 267,259] | | [removed: | | 261,845 | |] [added: 267,822] | | [removed: 255,115] | [added: 267,259] | | | [removed: 250,750] [added: 261,845] | | | [added: 255,115] | [removed: 250,139] | | [added: 250,750] |

| | [removed: 2016] | [removed: | | | 2015 |] [added: 2017] | | | [removed: 2014] [added: 2016] | | | [added: 2015] | [removed: 2013] | | [added: 2014] | | [removed: 2012] | [added: 2013] | |

| OPERATING [removed: DATA (continued): | | | |] [added: DATA:] | | | | | | | | | | | | | | | |

| Other Data (a) | | | | | | | | | | | | | | | | [removed: | | | |]

| Total consolidated apartment homes owned (at end of year) | [removed: 39,454] | | [removed: | | 40,728 | |] [added: 39,998] | | [removed: 39,851] | [added: 39,454] | | | [removed: 41,250] [added: 40,728] | | | [added: 39,851] | [removed: 41,571] | | [added: 41,250] |

| Weighted average number of consolidated apartment homes owned during the year | [removed: 40,543] | | [removed: | | 39,501 | |] [added: 39,692] | | [removed: 40,644] | [added: 40,543] | | | [removed: 41,392] [added: 39,501] | | | [added: 40,644] | [removed: 42,747] | | [added: 41,392] |

| Cash Flow Data: | | | | | | | | | | | | | | | | [removed: | | | |]

| Cash provided by/(used in) operating activities [removed: (c)] | [removed: $] | [removed: 536,929] [added: $] | [added: 519,152] | | $ | [removed: 458,627 |] [added: 536,929] | | $ | [removed: 397,303 |] [added: 458,627] | | $ | [removed: 344,373 |] [added: 397,303] | | $ | [removed: 327,187 |] [added: 344,373] |

| Cash provided by/(used in) investing activities [removed: (c)] | [removed: (112,277] | | [removed: ) | | (265,461 | | )] [added: (407,441)] | | [removed: (298,603] | [added: (112,277)] | [removed: )] | | [removed: (127,680] [added: (265,461)] | | [removed: )] | [added: (298,603)] | [removed: (211,582] | | [removed: )] [added: (127,680)] |

| | | (In thousands, except per share data | | | | | | | | | | | | | |

| | | and apartment homes owned) | | | | | | | | | | | | | |

| --- | --- | --- | --- |

| --- | --- | --- | --- |

| investee, gains or losses from sales of depreciable property, plus real estate depreciation and amortization, and after adjustments for noncontrolling interests, unconsolidated partnerships and joint ventures. This definition conforms with the National Association of Real Estate Investment Trust’s (“NAREIT”) definition issued in April 2002. 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. |

| --- |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | |

| | UDR, Inc. Year Ended December 31, (In thousands, except per share data and apartment homes owned) | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | |

| | UDR, Inc. Year Ended December 31, (In thousands, except per share data and apartment homes owned) | | | | | | | | | | | | | | | | | | |

This definition conforms with the National Association of Real Estate Investment Trust’s (“NAREIT”) definition issued in April 2002.

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 FFO, diluted, if OP Units, DownREIT Units, unvested restricted stock, stock options, and the shares of Series E Cumulative Convertible Preferred Stock are dilutive, they are included in the diluted share count.

Activities of our taxable REIT subsidiaries (“TRS”) include development and land entitlement.

From time to time, we develop and subsequently sell a TRS property which results in a short-term use of funds that produces a profit that differs from the traditional long-term investment in real estate for REITs.

We believe that the inclusion of these TRS gains in FFO is consistent with the standards established by NAREIT as the short-term investment is incidental to our main business.

TRS gains on sales, net of taxes, are defined as net sales proceeds less a tax provision and the gross investment basis of the asset before accumulated depreciation.

We consider FFO a useful metric for investors as we use FFO in evaluating property acquisitions and our operating performance, and believe that FFO should be considered along with, but not as an alternative to, net income and cash flow as a measure of our activities in accordance with 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.

| | |

| --- | --- |

| (c) | The Company elected to early adopt Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments in 2016. See Note 2, Significant Accounting Policies, in the Notes to the UDR, Inc. Consolidated Financial Statements included in this Report for a complete description of the ASU and its impact. |

| | |

| --- | --- |

| | Upon adopting the ASU, the Company elected to classify distributions received from equity method investees using the cumulative earnings approach. As a result, the following retrospective changes were made to the above table: |

| | | | | | | | | | | | | | | | |

| | 2015 | | | | 2014 | | | | 2013 | | | | 2012 | | |

| Cash provided by/(used in) operating activities - as previously reported | $ | 431,615 | | | $ | 392,360 | | | $ | 339,902 | | | $ | 327,187 | |

| Return on investment in unconsolidated joint ventures | 27,012 | | | | 4,943 | | | | 4,471 | | | | — | | |

| Cash provided by/(used in) operating activities - as reported above | $ | 458,627 | | | $ | 397,303 | | | $ | 344,373 | | | $ | 327,187 | |

| Cash provided by/(used in) investing activities - as previously reported | $ | (238,449 | ) | | $ | (293,660 | ) | | $ | (123,209 | ) | | $ | (211,582 | ) |

| Return on investment in unconsolidated joint ventures | (27,012 | | ) | | (4,943 | | ) | | (4,471 | | ) | | — | | |

| Cash provided by/(used in) investing activities - as reported above | $ | (265,461 | ) | | $ | (298,603 | ) | | $ | (127,680 | ) | | $ | (211,582 | ) |

| | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | |

| | 2016 | | | | 2015 | | | | 2014 | | | | 2013 | | | | 2012 | | |

| OPERATING DATA: | | | | | | | | | | | | | | | | | | | |

| | |

| --- | --- |

Reference is made to page [removed: F-1] [added: 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.

None.

As of December 31, [removed: 2016,] [added: 2017,] 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 [removed: and the Operating Partnership.]

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule [removed: 13a-15(f)] [added: 13a‑15(f)] under the Securities Exchange Act of 1934 for the Company and the Operating Partnership.

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, [removed: 2016.][added: 2017.]

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, [removed: 2016.][added: 2017.]

The report of Ernst & Young LLP, which expresses an unqualified opinion on UDR, Inc.’s internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] is included under the heading “Report of Independent Registered Public Accounting Firm” of UDR, Inc. contained in this Report.

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 [removed: 13a-15(f)] [added: 13a‑15(f)] and [removed: 15d-15(f)] [added: 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.

and the Operating Partnership.

None.

Other Agreements with Executive Officers.

In November 2016, we entered into separate aircraft time-share agreements with Mr. Toomey and Mr. Troupe.

Under each of the aircraft time-share agreements, we have agreed to lease an aircraft, including crew and flight services, to each of Mr. Toomey and Mr. Troupe for personal flights from time to time upon their request.

Mr. Toomey and Mr. Troupe will each pay us a lease fee as may be set by the board from time to time for the flight expenses that may be charged under applicable regulations.

We will invoice Mr. Toomey and Mr. Troupe on the last day of the month in which any respective flight occurs.

Each aircraft time-share agreement will remain in effect until terminated by either party, upon ten days’ prior written notice.

Each agreement automatically terminates upon the date either Mr. Toomey or Mr. Troupe, respectively, is no longer employed by the Company.

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,” “Executive Officers” and “Other Matters-Section 16(a) Beneficial Ownership Reporting Compliance” in UDR, Inc.’s definitive proxy statement (our “definitive proxy statement”) for its [removed: 2017] [added: 2018] Annual Meeting of Stockholders.

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 [removed: 2017] [added: 2018] Annual Meeting of Stockholders.

We intend to satisfy the disclosure requirements under Item 10 of Form [removed: 8-K] [added: 8‑K] regarding an amendment to, or a waiver from, a provision of our codes by posting such amendment or waiver on our website.

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 [removed: “Compensation] [added: “Executive Compensation-Compensation] Committee Report” in the definitive proxy statement for UDR’s [removed: 2017] [added: 2018] 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 2017 Annual Meeting of Stockholders.

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 2018 Annual Meeting of Stockholders.

UDR is the sole general partner of the Operating Partnership.

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, [removed: Compensation and] [added: Compensation,] Governance [added: and Nominating] Committees,” and “Executive Compensation” in the definitive proxy statement for UDR’s [removed: 2017] [added: 2018] Annual Meeting of Stockholders.

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 [removed: 2017] [added: 2018] Annual Meeting of Stockholders.

[removed: (a) The] [added: (a)The] following documents are filed as part of this Report:

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

See Index to Consolidated Financial Statements and Schedules of UDR, Inc. and United Dominion Realty, L.P. on page [removed: S-1] [added: S‑1] of this Report.

The exhibits filed with this Report are set forth in the Exhibit [removed: Index,] [added: Index appearing immediately below,] including the financial statements required under Rule [removed: 3-09] [added: 3‑09] of Regulation S-X for UDR Lighthouse DownREIT L.P.

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.](http://www.sec.gov/Archives/edgar/data/74208/0000916641-98-001055.txt) | | 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.](http://www.sec.gov/Archives/edgar/data/74208/000103570404000580/d18715exv2w1.txt) | | 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.](http://www.sec.gov/Archives/edgar/data/74208/000095013404014559/d18849exv2w2.txt) | | 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. |

| | | | | |

| | | | | |

| --- | --- | --- | --- | --- |

| 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.](http://www.sec.gov/Archives/edgar/data/74208/000103570404000659/d19477a1exv2w3.txt) | | 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.](http://www.sec.gov/Archives/edgar/data/74208/000103570408000045/d53332exv2w1.htm) | | 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.](http://www.sec.gov/Archives/edgar/data/74208/000129993308002301/exhibit1.htm) | | 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.)](http://www.sec.gov/Archives/edgar/data/74208/000007420815000045/a8-k6x22x15xexhibit21xcont.htm) | | 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.](http://www.sec.gov/Archives/edgar/data/74208/000007420815000105/ex21home-amendmentagreement.htm) | | 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.](http://www.sec.gov/Archives/edgar/data/74208/000103570405000400/d27114exv3w09.htm) | | 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. |

| | | | | |

| | | | | |

| --- | --- | --- | --- | --- |

| 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.](http://www.sec.gov/Archives/edgar/data/74208/000095013407005788/d44559exv3w2.htm) | | 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.](http://www.sec.gov/Archives/edgar/data/74208/000095012311081963/d84450exv3w1.htm) | | 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 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.](http://www.sec.gov/Archives/edgar/data/74208/000103570407000441/d47188exv3w4.htm) | | Exhibit 3.4 to UDR, Inc.’s Form 8‑A Registration Statement dated and filed with the Commission on May 30, 2007. |

| | | | | |

Pursuant to the requirements of Section 13 or [removed: 15 (d)] [added: 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.

| | [removed: |] UDR, Inc. | | [removed: | |]

| Date: [removed: |] February [removed: 21, 2017] [added: 20, 2018] | By: | /s/ Thomas W. Toomey | [removed: | |]

| | | [removed: |] Thomas W. Toomey | [removed: | |]

| | | [removed: |] [added: Chairman of the Board,] Chief Executive [removed: Officer] [added: Officer,] and President (Principal Executive Officer) | [removed: | |]

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on February [removed: 21, 2017] [added: 20, 2018] by the following persons on behalf of the registrant and in the capacities indicated.

| [added: Chairman of the Board,] Chief Executive Officer, [removed: President,] and [removed: Director] [added: President] (Principal Executive Officer) | | Director |

| Senior Vice President and Chief Financial Officer [removed: (Principal Financial Officer)] | | Director |

| Vice President [removed: and] [added: –] Chief Accounting Officer [removed: (Principal Accounting Officer)] | | Director |

Pursuant to the requirements of Section 13 or [removed: 15 (d)] [added: 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.

| | [removed: | UNITED DOMINION REALTY, L.P.] By: [added: |] UDR, Inc., its sole general partner | [removed: | | |]

| Date: [removed: |] February [removed: 21, 2017] [added: 20, 2018] | By: | /s/ Thomas W. Toomey | [removed: | |]

| | | [removed: |] Thomas W. Toomey | [removed: | |]

| | | [removed: |] [added: Chairman of the Board,] Chief Executive [removed: Officer] [added: Officer,] and President (Principal Executive Officer) | [removed: | |]

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on February [removed: 21, 2017] [added: 20, 2018] by the following persons on behalf of the registrant and in the capacities indicated.

| [added: Chairman of the Board,] Chief Executive Officer, [removed: President,] and [added: President of the General Partner] | | Director of the General Partner |

| [removed: Director] [added: Vice President – Chief Accounting Officer] of the General Partner [removed: (Principal Executive Officer)] | | [added: Director of the General Partner] |

| [removed: of the General Partner (Principal] [added: (Interim Principal] Accounting Officer) | | |

| [removed: Chairman of the Board] [added: Lead Independent Director] of the General Partner | | Director of the General Partner |

| [Reports of Independent Registered Public Accounting [removed: Firm](#sEF28C75A8BC35AD43A1521000664F9D5)] [added: Firm](#INC_REPORTOFINDEPENDENTAUDITOR)] | [removed: [F - 2](#sEF28C75A8BC35AD43A1521000664F9D5)] [added: F-2] |

| [Consolidated Balance Sheets at December 31, [removed: 2016] [added: 2017] and [removed: 2015](#sDC24E149CC7C0106C95C20FFB18D0911)] [added: 2016](#LP_BalanceSheet)] | [removed: [F - 4](#sDC24E149CC7C0106C95C20FFB18D0911)] [added: F-51] |

| [Consolidated Statements of Operations for the years ended December 31, [removed: 201](#s23ACBDB67236127E62F420FFB1ACE15F)6, 2015,] [added: 2017, 2016,] and [removed: 2014] [added: 2015](#LP_StatementOfOperation)] | [removed: [F - 5](#s23ACBDB67236127E62F420FFB1ACE15F)] [added: F-52] |

| [Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, [removed: 201](#sF88F4CECC6456A69031B20FFB1DB3EA2)6, 2015,] [added: 2017, 2016,] and [removed: 2014] [added: 2015](#LP_ComprehensiveIncome)] | [removed: [F - 6](#sF88F4CECC6456A69031B20FFB1DB3EA2)] [added: F-53] |

| [Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 201](#s17D0CD4455AA4E31964A20FFB1EADD4B)6, 2015,] [added: 2017, 2016,] and [removed: 2014] [added: 2015](#CHANGESINEQUITY_994858)] | [removed: [F - 7](#s17D0CD4455AA4E31964A20FFB1EADD4B)] [added: F-7] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 201](#sD7BDAFD48B5EF519EEC220FFB2385CCE)6, 2015,] [added: 2017, 2016,] and [removed: 2014] [added: 2015](#LP_CashFlow)] | [removed: [F - 9](#sD7BDAFD48B5EF519EEC220FFB2385CCE)] [added: F-55] |

| [Notes to Consolidated Financial [removed: Statements](#s73329A47E3846783ABE0210008170262)] [added: Statements](#a1CONSOLIDATIONANDBASISOFPRESENTATION_86)] | [removed: [F - 11](#s73329A47E3846783ABE0210008170262)] [added: F-9] |

| [Report of Independent Registered Public Accounting [removed: Firm](#s44ABC1E5EA8BF4B05C9421000DE1CCE5)] [added: Firm](#LP_REPORTOFINDEPENDENTAUDITOR)] | [removed: [F - 53](#s44ABC1E5EA8BF4B05C9421000DE1CCE5)] [added: F-50] |

| [Consolidated Balance Sheets at December 31, [removed: 2016] [added: 2017] and [removed: 2015](#s58D01337E1ECD117602420FFBC080E7F)] [added: 2016](#BALANCESHEETS_439565)] | [removed: [F - 54](#s58D01337E1ECD117602420FFBC080E7F)] [added: F-4] |