Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)The following documents are filed as part of this Report:

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

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

  3. Exhibits. The exhibits filed with this Report are set forth in the Exhibit Index appearing immediately below, including the financial statements required under Rule 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.

ExhibitDescriptionLocation
2.01Partnership Interest Purchase and Exchange Agreement dated as of September 10, 1998, by and between UDR, Inc., United Dominion Realty, L.P., American Apartment Communities Operating Partnership, L.P., AAC Management LLC, Schnitzer Investment Corp., Fox Point Ltd. and James D. Klingbeil including as an exhibit thereto the proposed form of the Third Amended and Restated Limited Partnership Agreement of United Dominion Realty, L.P.Exhibit 2(d) to UDR, Inc.’s Form S‑3 Registration Statement (Registration No. 333‑64281) filed with the Commission on September 25, 1998.
2.02Agreement of Purchase and Sale dated as of August 13, 2004, by and between United Dominion Realty, L.P., a Delaware limited partnership, as Buyer, and Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a California limited partnership, Essex Hunt Club Apartments, L.P., a California limited partnership, and the other signatories named as Sellers therein.Exhibit 2.1 to UDR, Inc.’s Current Report on Form 8‑K dated September 28, 2004 and filed with the Commission on September 29, 2004.
2.03First Amendment to Agreement of Purchase and Sale dated as of September 29, 2004, by and between United Dominion Realty, L.P., a Delaware limited partnership, as Buyer, and Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a California limited partnership, Essex Hunt Club Apartments, L.P., a California limited partnership, and the other signatories named as Sellers therein.Exhibit 2.2 to UDR, Inc.’s Current Report on Form 8‑K dated September 29, 2004 and filed with the Commission on October 5, 2004.
ExhibitDescriptionLocation
2.04Second Amendment to Agreement of Purchase and Sale dated as of October 26, 2004, by and between United Dominion Realty, L.P., a Delaware limited partnership, as Buyer, and Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a California limited partnership, Essex Hunt Club Apartments, L.P., a California limited partnership, and the other signatories named as Sellers therein.Exhibit 2.3 to UDR, Inc.’s Current Report on Form 8‑K/A dated September 29, 2004 and filed with the Commission on November 1, 2004.
2.05Agreement of Purchase and Sale dated as of January 23, 2008, by and between UDR, Inc., United Dominion Realty, L.P., UDR Texas Properties LLC, UDR Western Residential, Inc., UDR South Carolina Trust, UDR Ohio Properties, LLC, UDR of Tennessee, L.P., UDR of NC, Limited Partnership, Heritage Communities L.P., Governour’s Square of Columbus Co., Fountainhead Apartments Limited Partnership, AAC Vancouver I, L.P., AAC Funding Partnership III, AAC Funding Partnership II and DRA Fund VI LLC.Exhibit 2.1 to UDR, Inc.’s Current Report on Form 8‑K dated January 23, 2008 and filed with the Commission on January 29, 2008.
2.06First Amendment to Agreement of Purchase and Sale dated as of February 14, 2008, by and between UDR, Inc., United Dominion Realty, L.P., UDR Texas Properties LLC, UDR Western Residential, Inc., UDR South Carolina Trust, UDR Ohio Properties, LLC, UDR of Tennessee, L.P., UDR of NC, Limited Partnership, Heritage Communities L.P., Governour’s Square of Columbus Co., Fountainhead Apartments Limited Partnership, AAC Vancouver I, L.P., AAC Funding Partnership III, AAC Funding Partnership II and DRA Fund VI LLC.Exhibit 2.2 to UDR, Inc.’s Current Report on Form 8‑K/A dated March 3, 2008 and filed with the Commission on May 2, 2008.
2.07Contribution Agreement by and among Home Properties, L.P., UDR, Inc., United Dominion Realty, L.P. and LSREF 4 Lighthouse Acquisitions, LLC, dated June 22, 2015 (UDR, Inc. and United Dominion Realty, L.P. have omitted certain schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K and shall furnish supplementally to the Commission copies of any of the omitted schedules and exhibits upon request by the Commission.)Exhibit 2.1 to UDR, Inc.’s Current Report on Form 8‑K dated and filed with the Commission on June 22, 2015.
2.08Amendment Agreement, dated as of August 27, 2015, by and among UDR, Inc., United Dominion Realty, L.P., Home Properties, Inc., Home Properties, L.P., LSREF4 Lighthouse Acquisitions, LLC LSREF4 Lighthouse Corporate Acquisitions, LLC and LSREF4 Lighthouse Operating Acquisitions, LLC.Exhibit 2.1 to UDR, Inc.’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2015.
3.01Articles of Restatement of UDR, Inc.Exhibit 3.09 to UDR, Inc.’s Current Report on Form 8‑K dated July 27, 2005 and filed with the Commission on August 1, 2005.
ExhibitDescriptionLocation
3.02Articles of Amendment to the Articles of Restatement of UDR, Inc. dated and filed with the State Department of Assessments and Taxation of the State of Maryland on March 14, 2007.Exhibit 3.2 to UDR, Inc.’s Current Report on Form 8‑K dated March 14, 2007 and filed with the Commission on March 15, 2007.
3.03Articles of Amendment to the Articles of Restatement of UDR, Inc. dated August 30, 2011 and filed with the State Department of Assessments and Taxation of the State of Maryland on August 31, 2011.Exhibit 3.1 to UDR, Inc.’s Current Report on Form 8‑K dated August 29, 2011 and filed with the Commission on September 1, 2011.
3.04Articles Supplementary relating to UDR, Inc.’s 6.75% Series G Cumulative Redeemable Preferred Stock dated and filed with the State Department of Assessments and Taxation of the State of Maryland on May 30, 2007.Exhibit 3.4 to UDR, Inc.’s Form 8‑A Registration Statement dated and filed with the Commission on May 30, 2007.
3.05Amended and Restated Bylaws of UDR, Inc. (as amended through July 12, 2017).Exhibit 3.16 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
3.06Certificate of Limited Partnership of United Dominion Realty, L.P. dated as of February 19, 2004.Exhibit 3.4 to United Dominion Realty, L.P.’s Post-Effective Amendment No. 1 to Registration Statement on Form S‑3 dated and filed with the Commission on October 15, 2010.
3.07Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of February 23, 2004.Exhibit 10.23 to UDR, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2003.
3.08First Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of June 24, 2005.Exhibit 10.06 to UDR, Inc.’s Quarterly Report on Form 10‑Q for the quarter ended June 30, 2005.
3.09Second Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of February 23, 2006.Exhibit 10.6 to UDR, Inc.’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 2006.
3.10Third Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of February 2, 2007.Exhibit 99.1 to UDR, Inc.’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2009.
3.11Fourth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of December 27, 2007.Exhibit 10.25 to UDR, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2007.
3.12Fifth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of March 7, 2008.Exhibit 10.53 to UDR, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2008.
3.13Sixth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of December 9, 2008.Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8‑K dated December 9, 2008 and filed with the Commission on December 10, 2008.
3.14Seventh Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of March 13, 2009.Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8‑K dated March 18, 2009 and filed with the Commission on March 19, 2009.
ExhibitDescriptionLocation
3.15Eighth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of November 17, 2010.Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8‑K dated and filed with the Commission on November 18, 2010.
3.16Ninth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of December 4, 2015.Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8‑K dated December 4, 2015 and filed with the Commission on December 10, 2015.
4.01Form of UDR, Inc. Common Stock Certificate.Exhibit 4.1 to UDR, Inc.’s Current Report on Form 8‑K dated March 14, 2007 and filed with the Commission on March 15, 2007.
4.02Senior Indenture dated as of November 1, 1995, by and between UDR, Inc. and First Union National Bank of Virginia, N.A., as trustee.Exhibit 4(ii)(h)(1) to UDR, Inc.’s Quarterly Report on Form 10‑Q for the quarter ended June 30, 1996.
4.03Supplemental Indenture dated as of June 11, 2003, by and between UDR, Inc. and Wachovia Bank, National Association, as trustee.Exhibit 4.03 to UDR, Inc.’s Current Report on Form 8‑K dated June 17, 2004 and filed with the Commission on June 18, 2004.
4.04Subordinated Indenture dated as of August 1, 1994 by and between UDR, Inc. and Crestar Bank, as trustee.Exhibit 4(i)(m) to UDR, Inc.’s Form S‑3 Registration Statement (Registration No. 33‑64725) filed with the Commission on November 15, 1995.
4.05Form of UDR, Inc. Senior Debt Security.Exhibit 4(i)(n) to UDR, Inc.’s Form S‑3 Registration Statement (Registration No. 33‑64725) filed with the Commission on November 15, 1995.
4.06Form of UDR, Inc. Subordinated Debt Security.Exhibit 4(i)(p) to UDR, Inc.’s Form S‑3 Registration Statement (Registration No. 33‑55159) filed with the Commission on August 19, 1994.
4.07Form of UDR, Inc. Fixed Rate Medium-Term Note, Series A.Exhibit 4.01 to UDR, Inc.’s Current Report on Form 8‑K dated March 20, 2007 and filed with the Commission on March 22, 2007.
4.08Form of UDR, Inc. Floating Rate Medium-Term Note, Series A.Exhibit 4.02 to UDR, Inc.’s Current Report on Form 8‑K dated March 20, 2007 and filed with the Commission on March 22, 2007.
4.09UDR, Inc. 4.25% Medium-Term Note, Series A due June 2018, issued May 23, 2011.Exhibit 4.16 to UDR, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2013.
4.10UDR, Inc. 4.625% Medium-Term Note, Series A due January 2022, issued January 10, 2012.Exhibit 4.17 to UDR, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2013.
4.11UDR, Inc. 3.70% Medium-Term Note, Series A due October 2020, issued September 26, 2013.Exhibit 4.18 to UDR, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2013.
ExhibitDescriptionLocation
4.12Indenture dated as of April 1, 1994, by and between UDR, Inc. and Nationsbank of Virginia, N.A., as trustee.Exhibit 4(ii)(f)(1) to UDR, Inc.’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 1994.
4.13Supplemental Indenture dated as of August 20, 2009, by and between UDR, Inc. and U.S. Bank National Association, as trustee, to UDR, Inc.’s Indenture dated as of April 1, 1994.Exhibit 4.1 to UDR, Inc.’s Current Report on Form 8‑K dated August 20, 2009 and filed with the Commission on August 21, 2009.
4.14Guaranty of United Dominion Realty, L.P. with respect to UDR, Inc.’s Indenture dated as of November 1, 1995.Exhibit 99.1 to UDR, Inc.’s Current Report on Form 8‑K dated and filed with the Commission on September 30, 2010.
4.15Guaranty of United Dominion Realty, L.P. with respect to UDR, Inc.’s Indenture dated as of October 12, 2006.Exhibit 99.2 to UDR, Inc.’s Current Report on Form 8‑K dated and filed with the Commission on September 30, 2010.
4.16First Supplemental Indenture among UDR, Inc., United Dominion Realty, L.P. and U.S. Bank National Association, as Trustee, dated as of May 3, 2011, relating to UDR, Inc.’s Medium-Term Notes, Series A, due Nine Months or More from Date of Issue.Exhibit 4.1 to UDR, Inc.’s Current Report on Form 8‑K filed with the Commission on May 4, 2011.
4.17UDR, Inc. 3.75% Medium-Term Note, Series A due October 2024, issued June 26, 2014.Exhibit 4.1 to UDR, Inc.’s Quarterly Report on Form 10‑Q for the quarter ended June 30, 2014.
4.18UDR, Inc. 4.00% Medium-Term Note, Series A due October 2025, issued September 22, 2015.Exhibit 4.23 to UDR, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2015.
4.19UDR, Inc. 2.950% Medium-Term Note, Series A due September 2026, issued August 23, 2016.Exhibit 4.1 to UDR, Inc.’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2016.
4.20UDR, Inc. 3.500% Medium-Term Note, Series A due July 2027, issued June 16, 2017.Exhibit 10.2 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
4.21UDR, Inc. 3.500% Medium-Term Note, Series A due January 2028, issued December 13, 2017.Filed herewith.
10.01*UDR, Inc. 1999 Long-Term Incentive Plan (as amended and restated February 2, 2017).Exhibit 10.1 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016.
10.02*Form of UDR, Inc. Restricted Stock Award Agreement under the 1999 Long-Term Incentive Plan.Exhibit 10.2 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016.
10.03*Form of UDR, Inc. Restricted Stock Award Agreement for awards outside of the 1999 Long-Term Incentive Plan.Exhibit 99.3 to UDR, Inc.’s Current Report on Form 8‑K dated March 19, 2007 and filed with the Commission on March 19, 2007.
10.04*Form of UDR, Inc. Notice of Performance Contingent Restricted Stock Award.Exhibit 10.2 to UDR, Inc.’s Current Report on Form 8‑K dated May 2, 2006 and filed with the Commission on May 8, 2006.
ExhibitDescriptionLocation
10.05*Description of UDR, Inc. Shareholder Value Plan.Exhibit 10(x) to UDR, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 1999.
10.06*Description of UDR, Inc. Executive Deferral Plan.Exhibit 10(xi) to UDR, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 1999.
10.07*Indemnification Agreement by and between UDR, Inc. and each of its directors and officers listed on Schedule A thereto.Exhibit 10.7 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016.
10.08Amended and Restated Master Credit Facility Agreement dated as of June 24, 2002 by and between UDR, Inc. and Green Park Financial Limited Partnership, as amended through February 14, 2007.Exhibit 10.41 to UDR, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2006.
10.09Limited Liability Company Agreement of UDR Texas Ventures LLC, a Delaware limited liability company, dated as of November 5, 2007.Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8‑K dated November 5, 2007 and filed with the Commission on November 9, 2007.
10.10*Letter Agreement between UDR, Inc. and Thomas M. Herzog, dated May 12, 2016.Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8‑K dated May 12, 2016 and filed with the Commission on May 18, 2016.
10.11Subordination Agreement dated as of April 16, 1998, by and between UDR, Inc. and United Dominion Realty, L.P.Exhibit 10(vi)(a) to UDR, Inc.’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 1998.
10.12Third Amended and Restated Distribution Agreement among UDR, Inc., United Dominion Realty, L.P., as Guarantor, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Wells Fargo Securities, LLC, as Agents, dated September 1, 2011, with respect to the issue and sale by UDR, Inc. of its Medium-Term Notes, Series A Due Nine Months or More From Date of Issue.Exhibit 1.2 to UDR, Inc.’s Current Report on Form 8‑K dated and filed with the Commission on September 1, 2011.
10.13Credit Agreement, dated as of October 20, 2015, by and among UDR, Inc., as borrower, and the lenders and agents party thereto.Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8‑K dated October 20, 2015 and filed with the Commission on October 26, 2015.
10.14Guaranty of United Dominion Realty, L.P., dated as of October 20, 2015, with respect to the Credit Agreement, dated as of October 20, 2015.Exhibit 10.2 to UDR, Inc.’s Current Report on Form 8‑K dated October 20, 2015 and filed with the Commission on October 26, 2015.
10.15Aircraft Time Sharing Agreement dated as of November 11, 2016, by and between UDR, Inc. and Thomas W. Toomey.Exhibit 10.16 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016.
10.16Aircraft Time Sharing Agreement dated as of November 11, 2016, by and between UDR, Inc. and Warren L. Troupe.Exhibit 10.17 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016.
ExhibitDescriptionLocation
10.17Amendment No. 1, dated July 29, 2014, to the Third Amended and Restated Distribution Agreement among UDR, Inc., United Dominion Realty, L.P., as Guarantor, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Wells Fargo Securities, LLC, as Agents, dated September 1, 2011, with respect to the issue and sale by UDR, Inc. of its Medium-Term Notes, Series A Due Nine Months or More From Date of Issue.Exhibit 1.2 to UDR, Inc.’s Current Report on Form 8‑K dated July 29, 2014 and filed with the Commission on July 31, 2014.
10.18Agreement of Limited Partnership of UDR Lighthouse DownREIT L.P., dated as of October 5, 2015, as amended.Exhibit 10.21 to UDR, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2015.
10.19*Class 1 LTIP Unit Award AgreementExhibit 10.22 to UDR, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2015.
10.20*Notice of Class 2 LTIP Unit AwardExhibit 10.23 to UDR, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2015.
10.21First Amendment, dated January 20, 2017, to the Credit Agreement, dated as of October 20, 2015, by and among UDR, Inc., as borrower, and the lenders and agents party thereto.Exhibit 10.24 to UDR, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2016.
10.22Amendment No. 2, dated April 27, 2017, to the Third Amended and Restated Distribution Agreement, dated September 1, 2011 and as amended July 29, 2014, among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC, as Agents, with respect to the issue and sale by UDR, Inc. of its Medium Term Notes, Series A Due Nine Months or More From Date of Issue.Exhibit 1.2 to UDR, Inc.’s Current Report on Form 8-K dated April 27, 2017 and filed with the commission on April 27, 2017.
12.1Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends of UDR, Inc.Filed herewith.
12.2Computation of Ratio of Earnings to Fixed Charges of United Dominion Realty, L.P.Filed herewith.
21Subsidiaries of UDR, Inc. and United Dominion Realty, L.P.Filed herewith.
23.1Consent of Independent Registered Public Accounting Firm for UDR, Inc.Filed herewith.
23.2Consent of Independent Registered Public Accounting Firm for United Dominion Realty, L.P.Filed herewith.
ExhibitDescriptionLocation
31.1Rule 13a‑14(a) Certification of the Chief Executive Officer of UDR, Inc.Filed herewith.
31.2Rule 13a‑14(a) Certification of the Chief Financial Officer of UDR, Inc.Filed herewith.
31.3Rule 13a‑14(a) Certification of the Chief Executive Officer of United Dominion Realty, L.P.Filed herewith.
31.4Rule 13a‑14(a) Certification of the Chief Financial Officer of United Dominion Realty, L.P.Filed herewith.
32.1Section 1350 Certification of the Chief Executive Officer of UDR, Inc.Filed herewith.
32.2Section 1350 Certification of the Chief Financial Officer of UDR, Inc.Filed herewith.
32.3Section 1350 Certification of the Chief Executive Officer of United Dominion Realty, L.P.Filed herewith.
32.4Section 1350 Certification of the Chief Financial Officer of United Dominion Realty, L.P.Filed herewith.
99.1UDR Lighthouse DownREIT L.P. financial statements as required under Rule 3‑09 of Regulation S-X.Filed herewith.
101XBRL (Extensible Business Reporting Language). The following materials from this Annual Report on Form 10‑K for the period ended December 31, 2017, formatted in XBRL: (i) consolidated balance sheets of UDR, Inc., (ii) consolidated statements of operations of UDR, Inc., (iii) consolidated statements of comprehensive income/(loss) of UDR, Inc., (iv) consolidated statements of changes in equity of UDR, Inc., (v) consolidated statements of cash flows of UDR, Inc., (vi) notes to consolidated financial statements of UDR, Inc., (vii) consolidated balance sheets of United Dominion Realty, L.P., (viii) consolidated statements of operations of United Dominion Realty, L.P., (ix) consolidated statements of comprehensive income/(loss) of United Dominion Realty, L.P.; (x) consolidated statements of changes in capital of United Dominion Realty, L.P., (xi) consolidated statements of cash flows of United Dominion Realty, L.P. and (xii) notes to consolidated financial statements of United Dominion Realty, L.P.

*Management Contract or Compensatory Plan or Arrangement

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