UDR (UDR) 10-K risk factor changes: FY2018 vs FY2017

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

Our ability to lease our properties at favorable rates is adversely affected by the increase in supply in the multifamily and other rental markets and is dependent upon the overall level in the economy, which is adversely affected by, among other things, job losses and unemployment levels, recession, personal debt levels, [removed: a downturn in the] housing [removed: market,] [added: markets,] stock market volatility and uncertainty about the future.

When our residents decide to leave our apartments, whether because they decide not to renew their leases or they leave prior to their lease expiration date, we may not be able to relet [removed: their apartment units.]

The general risk of inflation is that interest on our debt and general and administrative expenses increase at a rate faster than increases in our rental rates, which could adversely affect our [added: financial condition or] results of [removed: operations, cash flow and ability to make distributions to UDR’s stockholders.][added: operations.]

We periodically dispose of apartment communities that no longer meet our strategic objectives, but adverse market conditions may make it difficult to sell apartment communities [removed: like the ones] we own.

These conditions may limit our ability to dispose of properties and to change our portfolio in order to meet our strategic objectives, which [removed: may] [added: could] in turn [removed: have a material adverse effect on] [added: adversely affect] our financial [removed: condition and the market value] [added: condition, results] of [added: operations or] our [removed: securities.][added: ability to fund other activities in which we may want to engage such as the purchase of properties, development or redevelopment or funding the Developer Capital Program.]

| | · | | a significant portion of the proceeds from [removed: 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 |

We have selectively acquired in the past, and if presented with attractive opportunities we intend to selectively acquire in the future, apartment communities [removed: that meet our investment criteria.]

| | · | | we may incur significant costs and divert management attention in connection with the evaluation and negotiation of potential acquisitions, including potential acquisitions that we [removed: are] subsequently [removed: unable to] [added: do not] complete; |

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

| | · | | we may be unable to obtain, or face delays in obtaining, necessary zoning, land-use, building, occupancy and other required governmental [added: or quasi-governmental] permits and authorizations, which could result in increased development costs, could delay initial occupancy dates for all or a portion of a development community, and could require us to abandon our activities entirely with respect to a project for which we are unable to obtain permits or authorizations; |

| | · | | [added: cost may be higher or] yields may be less than anticipated as a result of delays in completing projects, costs that exceed budget and/or higher than expected concessions for lease up and lower rents than expected; |

| | · | | when we sell [removed: to third parties] communities or properties that we developed or [removed: renovated,] [added: renovated to third parties,] 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 [added: or their subcontractors] 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 [removed: materially] adversely affect our [removed: business] [added: financial condition] and results of operations.

We have in the past and may in the future develop and/or acquire properties in partnerships and joint [removed: ventures] [added: ventures, including those in which we own a preferred interest,] with other persons or entities when we believe circumstances warrant the use of such structures.

As of December 31, [removed: 2017,] [added: 2018,] we had active joint ventures and partnerships, including our [removed: participating loan investment and] preferred equity investments, with a total equity investment of [removed: $720.8] [added: $780.9] million.

We could become engaged in a dispute with one or more of our partners which might affect our ability to operate a jointly-owned [removed: property.][added: property or otherwise adversely impact us.]

In general, we and our partners may each have the right to trigger a buy-sell arrangement, which could cause us to sell our interest, or acquire our partners’ interest, at a time when we otherwise would not have initiated such a transaction and may result in the valuation of our interest in the partnership or joint venture (if we are the seller) or of the other partner’s interest in the partnership or joint venture (if we are the buyer) at levels which may not be representative of the valuation that would result from an arm’s length marketing [removed: process.][added: process and could cause us to recognize unanticipated capital gains or losses or the loss of fee income.]

In connection with certain property acquisitions, we have agreed with the sellers that we will not dispose of the acquired properties or reduce the mortgage indebtedness on such properties for significant periods of time unless we pay certain of the resulting tax costs of the [added: sellers or dispose of the property in a transaction in which a gain is not recognized for federal income tax purposes by such] sellers, and we may enter into similar agreements in connection with future property acquisitions.

We have a comprehensive insurance program covering our [removed: property] [added: properties] and operating activities with limits of [removed: liability] [added: liability, deductibles and self-insured retentions] customary within the multifamily industry.

Such events could [removed: materially and] adversely affect our [removed: cash flow] [added: financial condition] and [removed: ability to make distributions.][added: results of operations.]

Insurance premiums [added: and the terms and conditions of insurance policies] are subject to significant [removed: increases] [added: fluctuations] and [removed: fluctuations,] [added: changes,] which are generally outside of our control.

In addition, the failure [added: or exit from the insurance market] of one or more insurance companies may increase the costs to renew or replace our insurance policies or increase the cost of insuring properties.

This may result in significant unanticipated expenditures or may otherwise adversely affect our [removed: cash flow] [added: financial condition] and results of operations.

We cannot assure you that costs or liabilities incurred as a result of environmental issues will not [added: adversely] affect our [removed: ability to make distributions to our stockholders, or that such costs or liabilities will not have a material adverse effect on our] financial condition and results of operations.

[removed: Indoor exposure to airborne toxins or] irritants can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions.

If, under the Americans with Disabilities Act, we are required to make substantial alterations and capital expenditures in one or [added: more of our properties, including the removal of access barriers, it could adversely affect our financial condition and results of operations.]

[removed: more of our properties, including the removal of access barriers, it] [added: Any such loss] could adversely affect our financial condition and results of operations.

Our properties are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety [removed: requirements.][added: requirements and federal, state and local accessibility requirements in addition to those imposed by the Americans with Disabilities Act.]

We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures that [removed: will] [added: could adversely] affect our [removed: cash flow and] [added: financial condition or] results of operations.

Similarly, compliance with or changes in (i) laws increasing the potential liability for environmental conditions existing on properties or the restrictions on discharges or other conditions or (ii) rent control or rent stabilization laws or other laws and regulations regulating housing, such as the Americans with Disabilities Act and the Fair Housing Amendments Act of 1988, may result in significant unanticipated expenditures or unanticipated reductions in revenue, which could adversely affect our [removed: funds from operations] [added: financial condition] and [removed: the ability to make distributions to stockholders.][added: results of operations.]

Our communities are located in areas that may experience catastrophic weather and other natural events from time to time, including mudslides, fires, hurricanes, tornadoes, [added: floods,] snow or ice storms, or other severe inclement weather.

Any such loss could adversely affect our [removed: business,] financial condition and results of operations.

Should the impact of such climate change be material in nature, or occur for lengthy periods of time, our financial condition and results of operations [removed: may] [added: could] be adversely affected.

[removed: As a result, we may] experience shortages in desired coverage levels if market conditions are such that insurance is not available or the cost of insurance makes it, in management’s view, economically impractical.

Our insurance coverage may not cover all losses associated with such events, and we may experience difficulty marketing communities where [removed: such] any such events have occurred, which could have an adverse effect on our [removed: business] [added: financial condition] and results of operations.

In addition, the adverse effects that such violent acts and threats of future attacks could have on the U.S. economy could similarly have an adverse effect on our [removed: business] [added: financial condition] and results of operations.

We [added: have in the past and] may [added: in the future] originate mezzanine loans, which take the form of subordinated loans secured by second mortgages on the underlying property or loans secured by a pledge of the ownership interests of either the entity owning the property or a pledge of the ownership interests of the entity that owns the interest in the entity owning the property.

In addition, mezzanine loans [removed: may] [added: typically] have higher loan-to-value ratios than conventional mortgage loans, resulting in less equity in the property and increasing the risk of loss of principal.

We [added: have in the past and] may [added: in the future] make preferred equity investments in corporations, limited partnerships, limited liability companies or other entities that have been formed for the purpose of acquiring, developing or managing real property.

The Geographic Concentration of Our Communities in Certain Markets Could Have an Adverse Effect on Our Operations if a Particular Market is Adversely Impacted by Economic or Other Conditions.

For the year ended December 31, 2018, approximately 52.3% of our total NOI was generated from communities located in the Washington, D.C. metropolitan area (17.0%), Orange County, CA (12.8%), the San Francisco Bay Area, CA (12.2%) and New York, NY (10.3%).

As a result, if any one or more of these markets is adversely impacted by regional or local economic conditions or local real estate market conditions or regulations, such conditions may have a greater adverse impact on our results of operations than if our portfolio was more geographically diverse.

their apartment units.

that meet our investment criteria.

Indoor exposure to airborne toxins or

In addition, changes in federal and state legislation and regulation on climate change may result in increased capital expenditures to improve the energy efficiency of our existing communities and also may require us to spend more on our new development communities without a corresponding increase in revenue.

As a result, we may

Risks Related to Ground leases.

We have in the past and may in the future enter into, as either landlord or tenant, a long-term ground lease with respect to a property or a portion thereof.

Such ground leases may contain a rent reset provision that requires both parties to agree to a new rent or is based upon factors, for example fair market rent, that are not objective and are not within our control.

We may not be able to agree with the counterparty to a revised rental rate, or the revised rental rate may be set by external factors, which could result in a different rental rate than we forecasted.

In addition, the other party may not perform as expected under the ground lease or there may be a dispute with the other party to the ground lease.

Any of these circumstances could have an adverse effect on our business, financial condition or operating results.

A decline in the fair value of our assets may require us to recognize an impairment against such assets under generally accepted accounting principles as in effect in the United States (“GAAP”), if we

we could sustain a loss as a result of foreclosure on the community or the exercise of other remedies by the mortgage holder.

market including potential purchasers of our properties.

The recently passed Tax Cuts and Jobs Act of 2017 significantly changed the U.S. federal income taxation of U.S. businesses and their owners, including REITs and their stockholders.

The impact of the Act on us and our stockholders is uncertain, and may not become evident for some period of time.

In addition to the risks listed in

representing 10% or more of the voting power without our board of directors’ prior approval.

Any such loss could materially and adversely affect our business, financial condition and results of operations.

With preferred equity investments, our interest in a particular entity will be less than a majority of the outstanding ownership interests of that entity.

security for processing, transmitting and storing of the information, it is possible that our or our third party vendors’ security measures will not be able to prevent the systems’ improper functioning, or the loss, misappropriation, disclosure or corruption of personally identifiable information or other confidential or sensitive information, including information about our tenants and employees.

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

loans, including construction loans, and the proceeds of and the interest rate thereon.

to additional risks, including a risk that a counterparty to a hedging arrangement may fail to honor its obligations.

However, differences in timing between the

Moreover, the Tax Cuts and Jobs Act of 2017 contained provisions that may reduce the relative competitive advantage of operating as a REIT.

DownREIT Partnership may not qualify for one of the “safe harbors” under the applicable tax regulations.

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 [added: the] availability of capital and the [removed: stabilization] [added: stability] of the capital markets, the impact of competition and competitive pricing, acquisitions, developments and redevelopments not achieving anticipated results, delays in completing [removed: developments, redevelopments] [added: developments] and [added: redevelopments, delays in completing] lease-ups on [removed: schedule,] [added: schedule or at expected rent and occupancy levels,] expectations on job growth, home affordability and demand/supply ratio for multifamily housing, expectations concerning development and redevelopment activities, expectations on occupancy levels and rental rates, expectations concerning joint ventures [added: and partnerships] with third parties, expectations that automation will help grow net operating income, and expectations on annualized net operating income.

The following discussion should be read in conjunction with the consolidated financial statements appearing elsewhere herein and is based primarily on the consolidated financial statements [removed: and the accompanying notes] for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] of each of UDR, Inc. and United Domination Realty, L.P.

At December 31, [removed: 2017,] [added: 2018,] our consolidated real estate portfolio included 127 communities in 11 states plus the District of Columbia totaling [removed: 39,998] [added: 39,931] apartment homes, and our total real estate portfolio, inclusive of our unconsolidated communities, included an additional [removed: 29] [added: 32] communities with [removed: 7,286] [added: 8,112] apartment homes.

[removed: The] [added: At December 31, 2018, the] Company was not redeveloping any [removed: communities as of December 31, 2017.][added: communities.]

Amounts capitalized during the years ended December 31, [added: 2018,] 2017, [removed: 2016,] and [removed: 2015] [added: 2016] were [removed: $27.4] [added: $18.1] million, [removed: $24.4] [added: $27.4] million, and [removed: $22.4] [added: $24.4] million, respectively.

The fair value of buildings is determined as if the buildings were vacant upon [removed: acquisition and subsequently leased at market rental rates.]

Based on the net earnings reported for the year ended December 31, [removed: 2017] [added: 2018] in our Consolidated Statements of Operations, we would have incurred federal and state GAAP income taxes if we had failed to qualify as a REIT.

The following table summarizes our market information by major geographic markets as of and for the year ended December 31, [removed: 2017.][added: 2018]

| | | | | [removed: As of] December 31, [removed: 2017] [added: 2018] | | | | | | | Year Ended December 31, [removed: 2017] [added: 2018] | | | | | | |

[removed: |] [added: Consolidated] Real Estate Under Development [removed: (b) | | — | | 300 | | 5.8 | % | | 592,490 | | | | | | | | (295) |]

| Total Accumulated Depreciation | | | | | | | | | [removed: (3,330,166)] [added: (3,654,160)] | | | | | | | | |

| Total Real Estate Owned, Net of Accumulated Depreciation | | | | | | | | $ | [removed: 6,847,040] [added: 6,541,999] | | | | | | | | |

Our Same-Store Communities segment represents those communities acquired, developed, and stabilized prior to January 1, [removed: 2016] [added: 2017] and held as of December 31, [removed: 2017.][added: 2018.]

[removed: We routinely use our] unsecured revolving credit facility to temporarily fund certain investing and financing activities prior to arranging for longer-term financing or the issuance of equity or debt securities.

During the past several years, proceeds from the sale of real estate have been used for both investing and financing activities as we [removed: repositioned our] [added: continue to excute on maintaining a diversified] portfolio.

We expect to meet certain long-term liquidity requirements such as scheduled debt maturities, the repayment of financing on development activities, and potential property acquisitions, through [added: net cash provided by property operations,] secured and unsecured borrowings, the issuance of debt or equity securities, and/or the disposition of properties.

As of December 31, [removed: 2017,] [added: 2018,] we had [removed: $300.0] [added: issued $101.1] million of [removed: unsecured] commercial [removed: paper outstanding,] [added: paper,] for one month terms, at a weighted average annualized rate of [removed: 1.96%.][added: 2.90%, leaving $398.9 million of unused capacity.]

[removed: On June 16, 2017,] [added: In October 2018,] the Company issued [removed: $300] [added: $300.0] million of [removed: 3.50%] [added: 4.40%] senior unsecured medium-term notes due [removed: July 1, 2027.][added: January 26, 2029.]

Interest is payable semi-annually in arrears on January [removed: 1] [added: 26] and July [removed: 1] [added: 26] of each year, beginning on January [removed: 1, 2018.][added: 26, 2019.]

The notes were priced at [removed: 99.764% of the principal amount at issuance.]

The Company used the net proceeds for [removed: general corporate purposes, including] the repayment of [added: debt, including $195.8 million of the] outstanding [removed: indebtedness.][added: balance under the Fannie Mae credit facilities, and for general corporate purposes.]

[removed: On] [added: In] July [removed: 31,] 2017, the Company entered into an ATM sales agreement under which the Company may offer and sell up to 20 million shares of its common stock, from time to time, to or through its sales agents and may enter into separate forward sales agreements to or through its forward purchasers.

Upon entering into the ATM sales agreement, the Company simultaneously terminated the sales agreement for its prior at-the-market equity offering program, which was entered into in April 2017, which had replaced the prior at-the-market equity offering program entered into in April [added: 2012.]

During the year ended December 31, [removed: 2017,] [added: 2018,] the Company did not sell any shares of common stock through [removed: the new continuous equity program or the prior] [added: its] ATM program.

[removed: The notes were priced at 99.601%] [added: 99.998%] of the principal amount at issuance.

Future development and redevelopment expenditures may be funded through unsecured or secured credit facilities, [added: unsecured commercial paper,] proceeds from the issuance of equity or debt securities, sales of properties, joint ventures, and, to a lesser extent, from cash flows provided by property operations.

During [removed: 2018,] [added: 2019,] we have approximately [removed: $33.7] [added: $71.5] million of secured debt maturing, inclusive of principal amortization, and [removed: $300.0] [added: $101.1] million of unsecured debt maturing, comprised solely of unsecured commercial paper.

We [added: prepaid $195.8 million of secured debt previously due in 2019 with proceeds from the senior unsecured medium-term notes issued in October 2018 and] anticipate repaying [removed: that] [added: the remaining] debt with cash flow from our operations, proceeds from debt or equity offerings, proceeds from dispositions of properties, or from borrowings under our credit agreements and our unsecured commercial paper program.

The following discussion explains the changes in Net cash provided by/(used in) operating activities, Net cash provided by/(used in) investing activities, and Net cash provided by/(used in) financing activities that are presented in our Consolidated Statements of Cash Flows for the years ended December 31, [added: 2018,] 2017, [removed: 2016,] and [removed: 2015.][added: 2016.]

For the year ended December 31, 2017, Net cash provided by/(used in) operating activities was [removed: $519.2] [added: $518.9] million compared to [removed: $536.9] [added: $536.6] million for 2016.

For the year ended December 31, [removed: 2016,] [added: 2018,] Net cash provided by/(used in) operating activities was [removed: $536.9] [added: $560.7] million compared to [removed: $458.6] [added: $518.9] million for [removed: 2015.][added: 2017.]

The increase in cash flow from operating activities was primarily due to improved net operating income, primarily driven by revenue growth at communities, and [removed: an increase in cash from return on investment in unconsolidated joint ventures, partially offset by] changes in operating assets and liabilities.

For the year ended December 31, 2017, Net cash provided by/(used in) investing activities was $(407.4) million compared to [removed: $(112.3)] [added: $(112.7)] million for 2016.

For the year ended December 31, [removed: 2016,] [added: 2018,] Net cash provided by/(used in) investing activities was [removed: $(112.3)] [added: $(113.5)] million compared to [removed: $(265.5)] [added: $(407.4)] million for [removed: 2015.][added: 2017.]

The decrease in cash used in investing activities was primarily due to [removed: a decrease] [added: an increase] in [added: proceeds from] the [added: sale of real estate assets and decreases in the] acquisition of real estate assets, [removed: a decrease in investment] [added: investments] in unconsolidated joint ventures, [removed: an increase in] [added: development of real estate assets, capital expenditures and other major improvements and] distributions received from unconsolidated joint [removed: ventures and a decrease in capital expenditures and major renovations,] [added: ventures,] partially offset by an increase in [removed: spend on consolidated development projects and a decrease in proceeds from the sale] [added: issuances] of [removed: real estate assets.][added: notes receivable.]

[added: The] Company consolidated the operating community and accounted for the consolidation as a business combination.

The acquisition [removed: will be fully or partially] [added: was] funded with tax-deferred like-kind exchanges under Section 1031 of the Internal Revenue Code of 1986 (“Section 1031 exchanges”).

In December 2017, the Company sold two operating communities with a total of 218 apartment homes in Orange County, California and Carlsbad, California for gross proceeds of $69.0 million, resulting in [removed: net proceeds of $68.0 million and] a gain of $41.3 million.

In February 2017, the Company sold a parcel of land in Richmond, Virginia for gross proceeds of $3.5 million, resulting in [removed: net proceeds of $3.3 million and] a gain of $2.1 million.

In November 2016, the Company sold seven operating communities with a total of 1,402 apartment homes in Baltimore, Maryland and an operating community with 380 apartment homes in Dallas, Texas for gross proceeds of $284.6 million, resulting in [removed: net proceeds of $280.5 million and] a gain, net of tax, of $200.5 million.

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

| Orange County, CA | | 10 | | 4,434 | | 11.0 | % | $ | 1,123,626 | | 96.2 | % | $ | 2,302 | | $ | 91,463 |

| San Francisco, CA | | 11 | | 2,751 | | 8.5 | % | | 865,010 | | 96.7 | % | | 3,560 | | | 86,159 |

| Seattle, WA | | 14 | | 2,593 | | 8.7 | % | | 889,283 | | 96.6 | % | | 2,423 | | | 51,882 |

| Los Angeles, CA | | 4 | | 1,225 | | 4.5 | % | | 454,304 | | 96.2 | % | | 2,812 | | | 29,462 |

| Monterey Peninsula, CA | | 7 | | 1,565 | | 1.7 | % | | 177,689 | | 96.8 | % | | 1,770 | | | 24,859 |

| Other Southern California | | 2 | | 654 | | 1.1 | % | | 107,144 | | 96.5 | % | | 1,896 | | | 10,747 |

| Portland, OR | | 2 | | 476 | | 0.5 | % | | 49,113 | | 96.6 | % | | 1,576 | | | 6,526 |

| Metropolitan D.C. | | 21 | | 7,798 | | 19.8 | % | | 2,017,115 | | 97.4 | % | | 2,031 | | | 127,994 |

| Richmond, VA | | 4 | | 1,358 | | 1.5 | % | | 148,231 | | 97.9 | % | | 1,335 | | | 16,039 |

| Baltimore, MD | | 3 | | 720 | | 1.5 | % | | 152,023 | | 96.2 | % | | 1,689 | | | 9,637 |

| New York, NY | | 4 | | 1,945 | | 12.8 | % | | 1,307,371 | | 97.9 | % | | 4,335 | | | 64,798 |

| Boston, MA | | 5 | | 1,548 | | 5.6 | % | | 567,245 | | 96.6 | % | | 3,063 | | | 41,200 |

| Orlando, FL | | 9 | | 2,500 | | 2.2 | % | | 225,723 | | 96.8 | % | | 1,344 | | | 27,690 |

| Tampa, FL | | 7 | | 2,287 | | 2.5 | % | | 256,747 | | 97.2 | % | | 1,402 | | | 25,187 |

| Nashville, TN | | 8 | | 2,260 | | 2.1 | % | | 211,365 | | 96.5 | % | | 1,301 | | | 24,583 |

| Other Florida | | 1 | | 636 | | 0.8 | % | | 85,475 | | 96.5 | % | | 1,595 | | | 7,760 |

| Dallas, TX | | 6 | | 2,040 | | 2.0 | % | | 206,465 | | 96.7 | % | | 1,253 | | | 18,244 |

| Austin, TX | | 3 | | 883 | | 0.9 | % | | 91,216 | | 97.5 | % | | 1,361 | | | 8,164 |

| Total/Average Same-Store Communities | | 121 | | 37,673 | | 87.7 | % | | 8,935,145 | | 96.9 | % | $ | 2,145 | | | 672,394 |

| Non-Mature, Commercial Properties & Other | | 6 | | 2,258 | | 12.3 | % | | 1,261,014 | | | | | | | | 59,721 |

| Total Real Estate Owned | | 127 | | 39,931 | | 100.0 | % | | 10,196,159 | | | | | | | $ | 732,115 |

We routinely use our

In February 2018, the Company amended its working capital credit facility, which provides for a $75 million unsecured revolving credit facility (the “Working Capital Credit Facility”), to extend the scheduled maturity date from January 1, 2019 to January 15, 2021.

In September 2018, the Company further amended the Working Capital Credit Facility to lower the margin to the ranges disclosed above, which are consistent with the margins for the $1.1 billion unsecured revolving credit facility described below.

During the year ended December 31, 2018, the Company repurchased 593,373 shares of its common stock at a weighted average price per share of $33.69, for total consideration of approximately $20.0 million under its share repurchase program.

The prior credit agreement allowed the total commitments under the revolving credit facility and total borrowings under the term loan to be increased to an aggregate maximum amount of up to $2.0 billion, subject to certain conditions.

The effective rate of the notes is 4.27% after the effect of a cash flow hedge.

In December 2018, the Company sold 7,150,000 shares of its common stock for aggregate gross proceeds of approximately $300.2 million at a price per share of $41.98.

Aggregate net proceeds from the sale, after deducting the underwriting discount and offering-related expenses, were approximately $299.8 million, which will be used for planned acquisitions of assets, working capital and general corporate purposes.

During the year ended December 31, 2018, the Company did not have any acquisitions of real estate.

In February 2018, the Company sold an operating community in Orange County, California with a total of 264 apartment homes for gross proceeds of $90.5 million, resulting in a gain of $70.3 million.

| | · | | an increase of 48.2%, or $7.4 million, in major renovations, which include major structural changes and/or architectural revisions to existing buildings; and |

| | · | | an increase of 2.2%, or $0.8 million, in asset preservation expenditures, such as building interiors, building exteriors, and landscaping and grounds. |

| | · | | a decrease of 3.5%, or $1.6 million, in revenue-enhancing improvements, such as kitchen and bath remodels and upgrades to common areas. |

| Turnover capital expenditures | | $ | 11,009 | | $ | 10,905 | | 1.0 | % | $ | 279 | | $ | 275 | | 1.5 | % |

| Asset preservation expenditures | | | 35,906 | | | 35,129 | | 2.2 | % | | 911 | | | 885 | | 2.9 | % |

| Revenue-enhancing improvements | | | 42,905 | | | 44,467 | | (3.5) | % | | 1,089 | | | 1,120 | | (2.8) | % |

| Major renovations (a) | | | 22,774 | | | 15,370 | | 48.2 | % | | 578 | | | 387 | | 49.3 | % |

At December 31, 2018, no communities were under development.

At December 31, 2017, the Company was developing two wholly-owned communities with a total of 1,101 apartment homes, 300 of which have been completed, and two unconsolidated joint venture communities with a total of 533 apartment homes, none of which have been completed.

| San Francisco, CA | | 10 | | 2,558 | | 7.2 | % | $ | 732,102 | | 96.7 | % | $ | 3,414 | | $ | 77,162 |

| Orange County, CA | | 10 | | 3,251 | | 8.5 | % | | 864,555 | | 95.9 | % | | 2,360 | | | 67,734 |

| Seattle, WA | | 10 | | 2,014 | | 5.5 | % | | 557,788 | | 96.7 | % | | 2,123 | | | 35,808 |

| Los Angeles, CA | | 4 | | 1,225 | | 4.4 | % | | 451,322 | | 95.7 | % | | 2,709 | | | 28,601 |

| Monterey Peninsula, CA | | 7 | | 1,565 | | 1.7 | % | | 172,854 | | 96.8 | % | | 1,641 | | | 22,443 |

| Other Southern California | | 2 | | 654 | | 1.0 | % | | 106,020 | | 96.0 | % | | 1,804 | | | 10,089 |

| Portland, OR | | 2 | | 476 | | 0.5 | % | | 48,317 | | 97.2 | % | | 1,542 | | | 6,425 |

| Metropolitan D.C. | | 21 | | 7,551 | | 19.1 | % | | 1,940,773 | | 97.1 | % | | 1,988 | | | 120,160 |

| Richmond, VA | | 4 | | 1,358 | | 1.4 | % | | 145,970 | | 97.6 | % | | 1,290 | | | 15,523 |

| Baltimore, MD | | 3 | | 720 | | 1.5 | % | | 150,168 | | 96.6 | % | | 1,691 | | | 9,944 |

| New York, NY | | 4 | | 1,945 | | 12.8 | % | | 1,302,795 | | 97.7 | % | | 4,333 | | | 67,242 |

| Boston, MA | | 5 | | 1,548 | | 5.5 | % | | 562,967 | | 96.3 | % | | 2,958 | | | 39,231 |

| Orlando, FL | | 9 | | 2,500 | | 2.2 | % | | 219,764 | | 96.9 | % | | 1,260 | | | 25,822 |

| Nashville, TN | | 8 | | 2,260 | | 2.0 | % | | 206,572 | | 96.7 | % | | 1,255 | | | 23,740 |

| Tampa, FL | | 7 | | 2,287 | | 2.5 | % | | 251,247 | | 97.0 | % | | 1,344 | | | 23,916 |

| Other Florida | | 1 | | 636 | | 0.8 | % | | 84,519 | | 96.3 | % | | 1,517 | | | 7,248 |

| Dallas, TX | | 6 | | 2,040 | | 2.0 | % | | 202,393 | | 96.5 | % | | 1,226 | | | 18,376 |

| Austin, TX | | 3 | | 883 | | 0.9 | % | | 89,681 | | 97.1 | % | | 1,363 | | | 8,079 |

| Total/Average Same-Store Communities | | 116 | | 35,471 | | 79.5 | % | | 8,089,807 | | 96.8 | % | $ | 2,064 | | | 607,543 |

| Non-Mature, Commercial Properties & Other | | 11 | | 4,227 | | 14.7 | % | | 1,494,909 | | | | | | | | 91,255 |

| Total Real Estate Held for Investment | | 127 | | 39,698 | | 94.2 | % | | 9,584,716 | | | | | | | | 698,798 |

| Total Real Estate Owned | | 127 | | 39,998 | | 100.0 | % | | 10,177,206 | | | | | | | $ | 698,503 |

| | (b) | | As of December 31, 2017, the Company was developing two wholly-owned communities with a total of 1,101 apartment homes, 300 of which have been completed. |

On January 23, 2017, the Company entered into an unsecured commercial paper program.

Under the terms of the program, the Company may issue unsecured commercial paper up to a maximum aggregate amount outstanding of $500 million.

The notes are sold under customary terms in the United States commercial paper market and rank pari passu with all of the Company’s other unsecured indebtedness.

The notes are fully and unconditionally guaranteed by the Operating Partnership.

2012.

On December 13, 2017, the Company issued $300 million of 3.50% senior unsecured medium-term notes due January 15, 2028.

Interest is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2018.

The Company used the net proceeds for the repayment of debt, including funding the redemption of senior unsecured medium-term notes due in June 2018, and for general corporate purposes.

The

In October 2015, the Company completed the acquisition of six Washington, D.C. area properties from Home Properties, L.P., a New York limited partnership (“Home OP”), for $900.6 million, which was comprised of $564.8 million of DownREIT Units in the newly formed DownREIT Partnership issued at $35 per unit (a total of 16.1 million units), the assumption of $89.3 million of debt, $221.0 million of reverse Section 1031 exchanges, and $25.5 million of cash.

In addition, the Company issued approximately 14.0 million shares of its Series F Preferred Stock to former limited partners of Home OP, which had the right to subscribe for one share of Series F Preferred Stock for each DownREIT Unit issued in connection with the acquisitions.

Of the six properties acquired from Home OP, four were acquired through the DownREIT Partnership, one was acquired by the Company through a reverse Section 1031 exchange and one was acquired by the Operating Partnership through a reverse Section 1031 exchange.

In February 2015, the Company acquired an office building in Highlands Ranch, Colorado, for consideration of approximately $24.0 million, which was comprised of assumed debt.

The Company’s corporate offices, as well as other leased office space, are located in the acquired office building.

The building consists of approximately 120,000 square feet.

All existing leases were assumed by the Company at the time of the acquisition.

At December 31, [removed: 2017,] [added: 2018,] our consolidated real estate portfolio included 127 communities located in 19 markets, with a total of [removed: 39,998] [added: 39,931] 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: 29] [added: 32] communities containing [removed: 7,286] [added: 8,112] apartment homes through unconsolidated joint ventures or partnerships.

At December 31, [removed: 2017,] [added: 2018,] the Operating Partnership’s consolidated real estate portfolio included [removed: 53] [added: 52] communities located in 15 markets, with a total of [removed: 16,698] [added: 16,434] completed apartment homes.

During the year ended December 31, [removed: 2017,] [added: 2018,] revenues of the Operating Partnership represented approximately [removed: 43%] [added: 42%] of our total rental revenues.

In [removed: 2017,] [added: 2018,] we declared total distributions of [removed: $1.24] [added: $1.29] per common share and paid dividends of [removed: $1.225] [added: $1.2775] per common share.

| Second Quarter | | | [removed: 0.310] [added: 0.3225] | | | [removed: 0.310] [added: 0.3225] |

| Third Quarter | | | [removed: 0.310] [added: 0.3225] | | | [removed: 0.310] [added: 0.3225] |

| Fourth Quarter | | | [removed: 0.310] [added: 0.3225] | | | [removed: 0.310] [added: 0.3225] |

As of February [removed: 16, 2018,] [added: 18, 2019,] we had [removed: 1,502] [added: 1,405] full-time associates and [removed: 40] [added: 26] part-time associates, all of whom were employed by UDR.

Our Same-Store Communities segment represents those communities acquired, developed, and stabilized prior to January 1, [removed: 2016,] [added: 2017,] and held as of December 31, [removed: 2017.][added: 2018.]

In July [removed: 2017,] [added: 2018,] the Company marked its [removed: 45th] [added: 46th] year as a REIT and, in October [removed: 2017,] [added: 2018,] paid its [removed: 180th] [added: 184th] consecutive quarterly dividend.

The Company’s annualized declared [removed: 2017] [added: 2018] dividend of [removed: $1.24] [added: $1.29] represented a [removed: 5.1%] [added: 4.0%] increase over the previous year.

We achieved Same-Store revenue growth of [removed: 3.7%] [added: 3.5%] and Same-Store net operating income (“NOI”) growth of [removed: 3.8%.][added: 3.4%.]

We completed [added: the development of] two [removed: developments] [added: communities] held by unconsolidated joint [removed: ventures] [added: ventures, located] in [removed: Irvine, CA] [added: Los Angeles, California] and [removed: Mountain View, CA] [added: Addison, Texas,] with a total of [removed: 536] [added: 533] apartment homes.

[removed: As] [added: As] of December 31, [removed: 2017, we were developing two] [added: 2018, no] wholly-owned [removed: communities and two communities held by] [added: or] unconsolidated joint [removed: ventures.][added: venture communities were under development.]

We recognized gains on the sale of real estate of [removed: $43.4] [added: $136.2] million from the sale of two communities in [removed: Orange County, CA] [added: Huntington Beach, California] and [removed: Carlsbad, CA] [added: Fairfax, Virginia] with a total of [removed: 218] [added: 868] apartment [removed: homes and a parcel of land in Richmond, VA.][added: homes.]

We contributed [removed: $87.5] [added: $120.7] million to [removed: five] [added: seven] unconsolidated investments under our Developer Capital Program, which earn preferred returns ranging between [removed: 6.5%] [added: 8.0%] to [removed: 11.0%.][added: 12.5%.]

We prepaid [removed: $275.3] [added: $224.8] million of our secured credit [removed: facilities] [added: facility and $50.1 million of fixed rate mortgage debt] with [removed: borrowings under] [added: proceeds from] the [removed: unsecured commercial paper program] [added: refinance of a mortgage note payable] and proceeds from the issuance of senior unsecured medium-term notes.

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: 2017.][added: 2018.]

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

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

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

| | | [added: 2018 | | |] 2017 | | | 2016 | | | 2015 | | | 2014 | | [removed: | 2013 | |]

| Homes acquired | | | [added: — | | |] 462 | | | 508 | | | 3,246 | | | 358 | [removed: | | — |]

| Homes disposed | | | [added: 868 | | |] 218 | | | 1,782 | | | 2,735 | | | 2,500 | [removed: | | 914 |]

| Homes owned at December 31, | | | [added: 39,931 | | |] 39,998 | | | 39,454 | | | 40,728 | | | 39,851 | [removed: | | 41,250 |]

| Total real estate owned, at cost | | $ | [removed: 10,177,206] [added: 10,196,159] | | $ | [removed: 9,615,753] [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] |

| Homes acquired | | | [removed: 218] [added: —] | | | [removed: —] [added: 218] | | | [removed: 421] [added: —] | | | [removed: —] [added: 421] | | | — |

| Homes disposed | | | [added: 264 | | |] 218 | | | 276 | | | 4,256 | (a) | | 264 | [removed: | | 914 |]

| Homes owned at December 31, | | | [removed: 16,698] [added: 16,434] | | | 16,698 | | | [removed: 16,974] [added: 16,698] | | | [removed: 20,814] [added: 16,974] | | | [removed: 20,746] [added: 20,814] |

| Total real estate owned, at cost | | $ | [removed: 3,816,956] [added: 3,811,985] | | $ | [removed: 3,674,704] [added: 3,816,956] | | $ | [removed: 3,630,905] [added: 3,674,704] | | $ | [removed: 4,238,770] [added: 3,630,905] | | $ | [removed: 4,188,480] [added: 4,238,770] |

[removed: At December 31, 2017, our] [added: We completed the] development [removed: pipeline included] [added: of] two wholly-owned [removed: communities] [added: communities,] located in Huntington Beach, California and Boston, [removed: Massachusetts] [added: Massachusetts,] with a total of 1,101 [removed: homes and an aggregate budget of $716.5 million, in which we have a total carrying value of $592.5 million.][added: apartment homes.]

During the year ended December 31, [removed: 2017,] [added: 2018,] we incurred [removed: $15.4] [added: $22.8] million in major renovations, which include major structural changes and/or architectural revisions to existing buildings.

At December 31, [removed: 2017,] [added: 2018,] our consolidated real estate portfolio included 127 communities with a total of [removed: 39,998] [added: 39,931] completed apartment homes, which included the Operating Partnership’s consolidated real estate portfolio of [removed: 53] [added: 52] communities with a total of [removed: 16,698] [added: 16,434] completed apartment homes.

For the year ended December 31, [removed: 2017,] [added: 2018,] our Same-Store NOI increased by $22.0 million compared to the prior year.

Our Same-Store Community properties provided [removed: 87.0%] [added: 91.8%] of our total NOI for the year ended December 31, [removed: 2017.][added: 2018.]

The increase in NOI for the [removed: 35,471] [added: 37,673] Same-Store apartment homes, or [removed: 88.7%] [added: 94.3%] of our portfolio, was primarily driven by an increase in rental rates and [removed: fee] [added: reimbursements] and [removed: reimbursement] [added: ancillary and fee] income, partially offset by an increase in real estate taxes.

For the year ended December 31, [removed: 2017,] [added: 2018,] the Operating Partnership’s Same-Store NOI increased by [removed: $10.7] [added: $12.5] million compared to the prior year.

The Operating Partnership’s Same-Store Community properties provided [removed: 87.2%] [added: 96.0%] of its total NOI for the year ended December 31, [removed: 2017.][added: 2018.]

The increase in NOI for the [removed: 14,840] [added: 16,216] Same-Store apartment homes, or [removed: 88.9%] [added: 98.7%] of the Operating Partnership’s portfolio, was primarily driven by an increase in rental rates and [removed: fee] [added: reimbursements] and [removed: reimbursement] [added: ancillary and fee] income, partially offset by an increase in real estate taxes.

| | | 2018 | | | 2018 | |

| First Quarter | | $ | 0.3225 | | $ | 0.3100 |

| Total | | $ | 1.2900 | | $ | 1.2775 |

2018 Highlights

Total revenues increased 5.1% and net income attributable to common stockholders increased 69.1% over the prior year.

We issued $300.0 million of 4.40% (4.27% effective rate after the effect of a cash flow hedge) 10-year senior unsecured medium-term notes.

We extended the maturity and lowered the rates on our $1.1 billion Revolving Credit Facility and $350 million Term Loan Facility.

We repurchased 593,373 shares of common stock at a weighted average price per share of $33.69, for total consideration of approximately $20.0 million.

We sold 7,150,000 shares of common stock for aggregate net proceeds of $299.8 million at a price per share of $41.98.

Thomas W.

Toomey was named Chairman of the Board, in addition to his responsibilities as Chief Executive Officer.

| | | 2018 | | | 2017 | | | 2016 | | | 2015 | | | 2014 | |

At December 31, 2018, no communities were under development.

During the year ended December 31, 2018, we completed the development of two wholly-owned communities, located in Huntington Beach, California and Boston, Massachusetts, with a total of 1,101 homes.

As of December 31, 2018, no communities were under redevelopment.

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

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

At December 31, 2018, no communities were under development or redevelopment.

Net income attributable to common stockholders was $199.2 million as compared to $117.9 million in the prior year period.

The increase was primarily driven by higher operating income, including gains on the sale of real estate.

We are also insured, with limits of liability customary within the multi-family apartment industry, against the risk of direct physical

As of December 31, 2017, the Company was developing two wholly-owned communities with 1,101 apartment homes, 300 of which have been completed, and two unconsolidated joint venture communities with 533 apartment homes, none of which have been completed.

| | | 2017 | | | 2017 | |

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

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

2017 Highlights

We completed three redevelopment projects in San Francisco, CA, Austin, TX and Dallas, TX.

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 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 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 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.

| --- | --- |

During 2017, we continued to redevelop properties in primary markets where we concluded there was an opportunity to add value.

At December 31, 2017, the Company was not redeveloping any communities.

At December 31, 2017, the Company was developing two wholly-owned communities with 1,101 apartment homes, 300 of which have been completed.

The communities being developed are not part of the Operating Partnership’s real estate portfolio.

nonqualifying real estate transactions.

For the fiscal year ended December 31, [removed: 2017][added: 2018]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Website, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

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

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

The aggregate market value of the shares of common stock of UDR, Inc. held by non-affiliates on June 30, [removed: 2017] [added: 2018] was approximately [removed: $3.6] [added: $4.5] billion.

As of February [removed: 16, 2018,] [added: 18, 2019,] there were [removed: 268,160,029] [added: 275,611,046] 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: 2018] [added: 2019] Annual Meeting of Stockholders.

| [Item 1B. Unresolved Staff Comments](#Item1BUNRESOLVEDSTAFFCOMMENTS_896565) | [removed: 24] [added: 25] |

| [Item 2. Properties](#Item2PROPERTIES_95714) | [removed: 25] [added: 26] |

| [Item 3. Legal Proceedings](#Item3LEGALPROCEEDINGS_348868) | [removed: 26] [added: 27] |

| [Item 4. Mine Safety Disclosures](#Item4MINESAFETYDISCLOSURES_885915) | [removed: 26] [added: 27] |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MARKETFORREGISTRANTSCOMMONEQUITY_10) | [removed: 27] [added: 28] |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [removed: 34] [added: 35] |

| [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](#Item7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [removed: 64] [added: 65] |

| [Item 8. Financial Statements and Supplementary Data](#Item8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | [removed: 64] [added: 65] |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [removed: 64] [added: 65] |

| [Item 9A. Controls and Procedures](#Item9ACONTROLSANDPROCEDURES_165525) | [removed: 64] [added: 65] |

| [Item 9B. Other Information](#Item9BOTHERINFORMATION_382828) | [removed: 65] [added: 66] |

| [Item 10. Directors, Executive Officers and Corporate Governance](#Item10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [removed: 66] [added: 67] |

| [Item 11. Executive Compensation](#Item11EXECUTIVECOMPENSATION_1191) | [removed: 66] [added: 67] |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [removed: 66] [added: 67] |

| [Item 13. Certain Relationships and Related Transactions, and Director Independence](#Item13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [removed: 66] [added: 67] |

| [Item 14. Principal Accountant Fees and Services](#Item14PRINCIPALACCOUNTANTFEESANDSERVICES) | [removed: 66] [added: 67] |

| [Item 15. Exhibits, Financial Statement Schedules](#Item15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | [removed: 67] [added: 68] |

| [Item 16. Form 10-K Summary](#Item16FORM10KSUMMARY_948218) | [removed: 74] [added: 75] |

This Report combines the annual reports on Form 10‑K for the fiscal year ended December 31, [removed: 2017] [added: 2018] of UDR, Inc., a Maryland corporation, and United Dominion Realty, L.P., a Delaware limited partnership, of which UDR, Inc. is the parent company and sole general partner.

Unless the context otherwise requires, all references in this Report to “we,” “us,” “our,” the “Company,” “UDR” or “UDR, Inc.” refer collectively to UDR, Inc., together with its consolidated subsidiaries and joint ventures, including United Dominion Realty, L.P. and UDR Lighthouse DownREIT L.P. (the “DownREIT Partnership”), [removed: both] [added: also a] Delaware limited [removed: partnerships] [added: partnership] of which UDR is the sole general partner.

The limited partnership interests of the Operating Partnership and the DownREIT Partnership are referred to as “OP Units” and “DownREIT [removed: Units”] [added: Units,”] respectively, and the holders of the OP Units and DownREIT Units are referred to as “unitholders.” This combined Form 10‑K is being filed separately by UDR and the Operating Partnership.

There are a number of differences between the Company and the Operating Partnership, which are reflected in our [removed: disclosure] [added: disclosures] in this Report.

As of December 31, [removed: 2017,] [added: 2018,] UDR owned 110,883 units (100%) of the general partnership interests of the Operating Partnership and [removed: 174,126,805] [added: 174,137,816] OP Units, representing approximately [removed: 95.0%] [added: 94.8%] of the total outstanding OP Units in the Operating Partnership.

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 [added: the] availability of capital and the [removed: stabilization] [added: stability] of the capital markets, the impact of competition and competitive pricing, acquisitions, developments and redevelopments not achieving anticipated results, delays in completing [removed: developments, redevelopments] [added: developments] and [added: redevelopments, delays in completing] lease-ups on [removed: schedule,] [added: schedule or at expected rent and occupancy levels,] expectations on job growth, home affordability and demand/supply ratio for multifamily housing, expectations concerning development and redevelopment activities, expectations on occupancy levels and rental rates, expectations concerning joint ventures [added: and partnerships] with third parties, expectations that automation will help grow net operating income, and expectations on annualized net operating income.

10-K 1 c208-20181231x10k.htm 10-K

| | | | Emerging growth company  |

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

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

(Check one):

At December 31, [removed: 2017,] [added: 2018,] our consolidated apartment portfolio included 127 communities located in 19 markets, with a total of [removed: 39,998] [added: 39,931] 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: 2017.][added: 2018.]

SUMMARY OF REAL ESTATE PORTFOLIO BY GEOGRAPHIC MARKET AT DECEMBER 31, [removed: 2017][added: 2018]

| | | | | | | Percentage | | [removed: Gross] [added: Total] | | | | | | | | | | | Average |

| | | Number of | | Number of | | of [added: Total] | | [removed: Amount] [added: Carrying] | | | | | | | | | Average | | Home Size |

| | | Apartment | | Apartment | | Carrying | | [removed: (in] [added: Value] | | | Encumbrances | | | Cost per | | | Physical | | (in square |

| | | Communities | | Homes | | Value | | [added: (in] thousands) | | | (in thousands) | | | Home | | | Occupancy | | feet) |

| Monterey Peninsula, CA | | 7 | | 1,565 | | 1.7 | % | | [removed: 172,856] [added: 177,687] | | | — | | | [removed: 110,451] [added: 113,538] | | 96.8 | % | 728 |

| Land | | — | | — | | 0.7 | % | | [removed: 75,940] [added: 67,734] | | | — | | | | | | | |

| Other Southern California | | 1 | | 414 | | 1.9 | % | | [removed: 72,988] [added: 73,962] | | | — | | | [removed: 176,300] [added: 178,652] | | [removed: 96.0] [added: 96.2] | % | 996 |

| Orange County, CA | | 11 | | 4,950 | | 14.4 | % | $ | 1,475,898 | | $ | — | | $ | 298,161 | | 92.3 | % | 731 |

| San Francisco, CA | | 11 | | 2,751 | | 8.5 | % | | 868,607 | | | 27,000 | | | 315,742 | | 96.7 | % | 830 |

| Seattle, WA | | 15 | | 2,837 | | 9.7 | % | | 993,287 | | | 74,910 | | | 350,119 | | 96.5 | % | 900 |

| Los Angeles, CA | | 4 | | 1,225 | | 4.5 | % | | 454,303 | | | 67,700 | | | 370,860 | | 96.2 | % | 967 |

| Other Southern California | | 2 | | 654 | | 1.1 | % | | 107,159 | | | — | | | 163,852 | | 96.5 | % | 960 |

| Portland, OR | | 2 | | 476 | | 0.5 | % | | 49,113 | | | — | | | 103,179 | | 96.6 | % | 903 |

| Metropolitan D.C. | | 21 | | 7,798 | | 19.9 | % | | 2,036,504 | | | 213,078 | | | 261,157 | | 97.4 | % | 883 |

| Richmond, VA | | 4 | | 1,358 | | 1.5 | % | | 148,231 | | | — | | | 109,154 | | 97.9 | % | 1,018 |

| Baltimore, MD | | 3 | | 720 | | 1.5 | % | | 152,023 | | | — | | | 211,143 | | 96.2 | % | 993 |

| New York, NY | | 4 | | 1,945 | | 12.9 | % | | 1,314,294 | | | — | | | 675,730 | | 97.9 | % | 742 |

| Boston, MA | | 6 | | 2,133 | | 9.1 | % | | 924,630 | | | 105,000 | | | 433,488 | | 81.3 | % | 957 |

| Orlando, FL | | 9 | | 2,500 | | 2.2 | % | | 225,722 | | | — | | | 90,289 | | 96.8 | % | 946 |

| Tampa, FL | | 7 | | 2,287 | | 2.5 | % | | 256,749 | | | — | | | 112,265 | | 97.2 | % | 982 |

| Nashville, TN | | 8 | | 2,260 | | 2.1 | % | | 211,364 | | | — | | | 93,524 | | 96.5 | % | 933 |

| Other Florida | | 1 | | 636 | | 0.8 | % | | 85,475 | | | — | | | 134,395 | | 96.5 | % | 1,130 |

| Dallas, TX | | 7 | | 2,345 | | 2.8 | % | | 283,351 | | | 115,000 | | | 120,832 | | 96.5 | % | 862 |

| Austin, TX | | 4 | | 1,273 | | 1.6 | % | | 164,002 | | | — | | | 128,831 | | 97.1 | % | 913 |

| Denver, CO | | 1 | | 218 | | 1.4 | % | | 141,918 | | | — | | | 651,000 | | 91.6 | % | 948 |

| Total Operating Communities | | 127 | | 39,931 | | 98.7 | % | | 10,070,317 | | | 602,688 | | $ | 252,193 | | 95.5 | % | 880 |

| Other | | — | | — | | 0.6 | % | | 58,108 | | | (1,461) | | | | | | | |

| Total Real Estate Owned | | 127 | | 39,931 | | 100.0 | % | $ | 10,196,159 | | $ | 601,227 | | | | | | | |

SUMMARY OF REAL ESTATE PORTFOLIO BY GEOGRAPHIC MARKET AT DECEMBER 31, 2018

| | | | | | | Percentage | | Total | | | | | | | | | | | Average |

| | | Number of | | Number of | | of Total | | Carrying | | | | | | | | | Average | | Home Size |

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

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

| Orange County, CA | | 5 | | 3,119 | | 19.3 | % | $ | 737,373 | | $ | — | | $ | 236,413 | | 96.4 | % | 583 |

| San Francisco, CA | | 9 | | 2,209 | | 15.8 | % | | 601,989 | | | 27,000 | | | 272,517 | | 96.7 | % | 817 |

| Seattle, WA | | 5 | | 932 | | 5.9 | % | | 226,436 | | | — | | | 242,957 | | 96.4 | % | 874 |

| Los Angeles, CA | | 2 | | 344 | | 3.0 | % | | 114,895 | | | — | | | 333,997 | | 96.2 | % | 976 |

| Monterey Peninsula, CA | | 7 | | 1,565 | | 4.7 | % | | 177,687 | | | — | | | 113,538 | | 96.8 | % | 728 |

| Portland, OR | | 2 | | 476 | | 1.3 | % | | 49,113 | | | — | | | 103,179 | | 96.6 | % | 903 |

| Metropolitan D.C. | | 6 | | 2,068 | | 14.7 | % | | 559,691 | | | — | | | 270,644 | | 97.5 | % | 898 |

| Baltimore, MD | | 2 | | 540 | | 2.8 | % | | 104,684 | | | — | | | 193,859 | | 96.4 | % | 968 |

| New York, NY | | 2 | | 996 | | 16.0 | % | | 609,698 | | | — | | | 612,147 | | 97.8 | % | 690 |

| Boston, MA | | 1 | | 387 | | 1.9 | % | | 72,882 | | | — | | | 188,326 | | 97.0 | % | 1,069 |

| Tampa, FL | | 2 | | 942 | | 2.8 | % | | 106,909 | | | — | | | 113,492 | | 97.7 | % | 1,043 |

| Nashville, TN | | 6 | | 1,612 | | 3.9 | % | | 148,338 | | | — | | | 92,021 | | 96.3 | % | 925 |

| Other Florida | | 1 | | 636 | | 2.3 | % | | 85,475 | | | — | | | 134,395 | | 96.5 | % | 1,130 |

| Denver, CO | | 1 | | 218 | | 3.7 | % | | 141,918 | | | — | | | 651,000 | | 91.6 | % | 948 |

| 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 |

| 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 |

| Other Florida | | 1 | | 636 | | 0.8 | % | | 84,520 | | | 39,787 | | | 132,893 | | 96.3 | % | 1,130 |

| 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 |

| Real Estate Under Development (a) | | — | | 300 | | 5.8 | % | | 592,490 | | | — | | | | | | | |

| Other | | — | | — | | 0.6 | % | | 61,845 | | | (1,912) | | | | | | | |

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

| | (a) | | As of December 31, 2017, the Company was developing two wholly-owned communities with 1,101 apartment homes, 300 of which have been completed. |

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

| 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 |

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

| Metropolitan D.C. | | 6 | | 2,068 | | 14.5 | % | | 554,100 | | | 31,373 | | | 267,940 | | 97.2 | % | 898 |

| Baltimore, MD | | 2 | | 540 | | 2.7 | % | | 103,028 | | | — | | | 190,793 | | 96.7 | % | 968 |

| New York, NY | | 2 | | 996 | | 15.9 | % | | 606,732 | | | — | | | 609,169 | | 97.6 | % | 690 |

| Boston, MA | | 1 | | 387 | | 1.9 | % | | 71,653 | | | — | | | 185,150 | | 96.8 | % | 1,069 |

| Nashville, TN | | 6 | | 1,612 | | 3.8 | % | | 144,786 | | | 23,550 | | | 89,818 | | 96.4 | % | 925 |

| Tampa, FL | | 2 | | 942 | | 2.8 | % | | 105,505 | | | — | | | 112,001 | | 97.5 | % | 1,043 |

| Other Florida | | 1 | | 636 | | 2.2 | % | | 84,520 | | | 39,787 | | | 132,893 | | 96.3 | % | 1,130 |

| Denver, CO | | 1 | | 218 | | 3.6 | % | | 139,264 | | | — | | | 638,826 | | 88.2 | % | 948 |

| Total Operating Communities | | 53 | | 16,698 | | 99.8 | % | | 3,807,628 | | | 160,205 | | $ | 228,029 | | 96.6 | % | 871 |

| Other | | — | | — | | 0.2 | % | | 9,328 | | | (360) | | | | | | | |

We have determined that, for federal income tax purposes, approximately [removed: 83%] [added: 61%] of the distributions for [removed: 2017] [added: 2018] represented ordinary income, [added: less than] 1% represented qualified ordinary income, [removed: 11%] [added: 5%] represented long-term capital gain, [removed: and 5%] [added: 18%] represented unrecaptured section 1250 [removed: gain.][added: gain, and 16% represented nondividend distributions.]

Distributions declared on the Series E for the years ended December 31, [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] were [added: $1.3968 per share, or $0.3492 per quarter, and] $1.33 per [removed: share] [added: share,] or $0.3322 per [removed: quarter.][added: quarter, respectively.]

At December 31, [removed: 2017,] [added: 2018,] a total of 2,780,994 shares of the Series E were outstanding.

The Series F may be purchased by holders of our Operating Partnership Units, or OP Units, described below under “Operating Partnership Units,” [added: and holders of limited partnership interests in the DownREIT Partnership] at a purchase price of $0.0001 per share.

[removed: OP] [added: OP/DownREIT] unitholders are entitled to subscribe for and purchase one share of the Series F for each [removed: OP] [added: OP/DownREIT] Unit held.

As of December 31, [removed: 2017,] [added: 2018,] a total of [removed: 15,852,721] [added: 15,802,393] shares of the Series F were outstanding.

As of February [removed: 16, 2018,] [added: 18, 2019,] there were approximately [removed: 1,884] [added: 2,000] participants in the plan.

At December 31, [removed: 2017,] [added: 2018,] there were [removed: 183,350,924] [added: 183,636,543] OP Units outstanding in the Operating Partnership, of which [removed: 174,237,688] [added: 174,248,699] OP Units or [removed: 95.0%] [added: 94.9%] were owned by UDR and affiliated entities and [removed: 9,113,236] [added: 9,387,844] OP Units or [removed: 5.0%] [added: 5.1%] were owned by non-affiliated limited partners.

During [removed: 2017,] [added: 2018,] we issued a total of [removed: 7,604] [added: 11,011] shares of common stock upon redemption of OP Units.

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

[removed: As reflected in the] [added: The following] table [removed: below, no] [added: summarizes all of UDR’s repurchases of] shares of common stock [removed: were repurchased] under these programs during the quarter ended December 31, [removed: 2017.][added: 2018.]

The following graph compares the five-year cumulative total returns for UDR common stock with the comparable cumulative return of the NAREIT Equity REIT Index, Standard & Poor’s 500 Stock Index, the NAREIT Equity Apartment Index and the MSCI [removed: US] [added: U.S.] REIT Index.

The graph assumes that $100 was invested on December 31, [removed: 2012,] [added: 2013,] in each of our common stock and the indices presented.

[removed: ][added: ]

| Index | | [removed: 12/31/2012 | |] 12/31/2013 | | 12/31/2014 | | 12/31/2015 | | 12/31/2016 | | 12/31/2017 | [added: | 12/31/2018 |]

On February 18, 2019, there were 3,464 holders of record of the 275,611,046 outstanding shares of our common stock.

| Beginning Balance | 10,560,863 | | $ | 22.66 | | 10,560,863 | | 14,439,137 |

| October 1, 2018 through October 31, 2018 | — | | | — | | — | | 14,439,137 |

| November 1, 2018 through November 30, 2018 | — | | | — | | — | | 14,439,137 |

| December 1, 2018 through December 31, 2018 | — | | | — | | — | | 14,439,137 |

| Balance as of December 31, 2018 | 10,560,863 | | $ | 22.66 | | 10,560,863 | | 14,439,137 |

| UDR, Inc. | | 100.00 | | 137.18 | | 172.79 | | 173.25 | | 189.05 | | 201.16 |

| NAREIT Equity Apartment Index | | 100.00 | | 139.62 | | 162.60 | | 167.24 | | 173.46 | | 179.88 |

| MSCI U.S. REIT Index | | 100.00 | | 130.38 | | 133.67 | | 145.16 | | 152.52 | | 145.55 |

| S&P 500 Index | | 100.00 | | 113.69 | | 115.26 | | 129.05 | | 157.22 | | 150.33 |

| NAREIT Equity REIT Index | | 100.00 | | 130.14 | | 134.30 | | 145.74 | | 153.36 | | 146.27 |

The following tables set forth the quarterly high and low sale prices per common share reported on the NYSE for each quarter of the last two fiscal years.

Distribution information for common stock reflects distributions declared per share for each calendar quarter and paid at the end of the following month.

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

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

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

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

| | | High | | | Low | | | Declared | | | High | | | Low | | | Declared | |

| 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 |

On February 16, 2018, the closing sale price of our common stock was $34.61 per share on the NYSE, and there were 3,639 holders of record of the 268,160,029 outstanding shares of our common stock.

In connection with the acquisition of properties from Home OP and the formation of the DownREIT Partnership in October 2015, we issued 13,988,313 Series F shares at $0.0001 per share to former limited partners of the Home OP, which had the right to subscribe for one share of Series F for each DownREIT Unit issued in connection with the acquisitions.

| | | | | | | | | |

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

| | | | | | | 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 |

| Beginning Balance | 9,967,490 | | $ | 22.00 | | 9,967,490 | | 15,032,510 |

| October 1, 2017 through October 31, 2017 | — | | | — | | — | | 15,032,510 |

| November 1, 2017 through November 30, 2017 | — | | | — | | — | | 15,032,510 |

| December 1, 2017 through December 31, 2017 | — | | | — | | — | | 15,032,510 |

| Balance as of December 31, 2017 | 9,967,490 | | $ | 22.00 | | 9,967,490 | | 15,032,510 |

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

During the three months ended December 31, 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

restricted shares of common stock or the exercise of stock options 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, 2017:

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

| October 1, 2017 through October 31, 2017 | — | | $ | — | | N/A | | N/A |

| 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 | | | | |

| | (a) | | 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. |


| 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 |

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: 2017.][added: 2018.]

The [removed: table] [added: tables] should be read in conjunction with each of UDR, Inc.’s and the Operating Partnership’s respective consolidated financial statements and the notes thereto, and Item 7.

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

| Rental income | | $ | [removed: 984,309] [added: 1,035,105] | | $ | [removed: 948,461] [added: 984,309] | | $ | [removed: 871,928] [added: 948,461] | | $ | [removed: 805,002] [added: 871,928] | | $ | [removed: 746,484] [added: 805,002] |

| Income/(loss) from continuing operations [added: - as previously reported] | | [added: $] | 89,251 | | [added: $] | 109,529 | | [added: $] | 105,482 | | [added: $] | 16,260 | [removed: | | 2,340 |]

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

| Net income/(loss) | | | [added: 221,542 | | |] 132,655 | | | 320,380 | | | 357,159 | | | 159,842 | [removed: | | 46,282 |]

| Distributions to preferred stockholders | | | [removed: 3,708] [added: 3,868] | | | [removed: 3,717] [added: 3,708] | | | [removed: 3,722] [added: 3,717] | | | [removed: 3,724] [added: 3,722] | | | 3,724 |

| Net income/(loss) attributable to common stockholders | | | [added: 199,238 | | |] 117,850 | | | 289,001 | | | 336,661 | | | 150,610 | [removed: | | 41,088 |]

| Common stock distributions declared | | | [added: 348,079 | | |] 331,974 | | | 315,102 | | | 289,500 | | | 263,503 | [removed: | | 235,721 |]

| Income/(loss) per weighted average common share — [removed: basic:] [added: basic] | | [added: $] | [added: 0.74] | | [added: $] | [added: 0.44] | | [added: $] | [added: 1.09] | | [added: $] | [added: 1.30] | | [added: $] | [added: 0.60] |

| Income/(loss) per weighted average common share — [removed: diluted:] [added: diluted] | | [added: $] | [added: 0.74] | | [added: $] | [added: 0.44] | | [added: $] | [added: 1.08] | | [added: $] | [added: 1.29] | | [added: $] | [added: 0.59] |

| Weighted average number of Common Shares outstanding — basic | | | [added: 268,179 | | |] 267,024 | | | 265,386 | | | 258,669 | | | 251,528 | [removed: | | 249,969 |]

| Weighted average number of Common Shares outstanding — diluted | | | [added: 269,483 | | |] 268,830 | | | 267,311 | | | 263,752 | | | 253,445 | [removed: | | 249,969 |]

| Weighted average number of Common Shares outstanding, OP Units/DownREIT Units and Common Stock equivalents outstanding — diluted | | | [added: 297,042 | | |] 296,672 | | | 295,469 | | | 276,699 | | | 265,728 | [removed: | | 263,926 |]

| Common stock distributions declared - per share | | $ | [removed: 1.24] [added: 1.29] | | $ | [removed: 1.18] [added: 1.24] | | $ | [removed: 1.11] [added: 1.18] | | $ | [removed: 1.04] [added: 1.11] | | $ | [removed: 0.94] [added: 1.04] |

| Real estate owned, at cost [removed: (a)] [added: (b)] | | $ | [removed: 10,177,206] [added: 10,196,159] | | $ | [removed: 9,615,753] [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] |

| Accumulated depreciation [removed: (a)] [added: (b)] | | | [added: 3,654,160 | | |] 3,330,166 | | | 2,923,625 | | | 2,646,874 | | | 2,434,772 | [removed: | | 2,208,794 |]

| Total real estate owned, net of accumulated depreciation [removed: (a)] [added: (b)] | | | [added: 6,541,999 | | |] 6,847,040 | | | 6,692,128 | | | 6,543,402 | | | 5,948,487 | [removed: | | 5,999,183 |]

| Total assets | | | [added: 7,711,728 | | |] 7,733,273 | | | 7,679,584 | | | 7,663,844 | | | 6,828,728 | [removed: | | 6,787,342 |]

| Secured debt, net [removed: (a)] [added: (b)] | | | [added: 601,227 | | |] 803,269 | | | 1,130,858 | | | 1,376,945 | | | 1,354,321 | [removed: | | 1,432,186 |]

| Unsecured debt, net | | | [added: 2,946,560 | | |] 2,868,394 | | | 2,270,620 | | | 2,193,850 | | | 2,210,978 | [removed: | | 2,071,137 |]

| Total stockholders’ equity | | [removed: $] | [added: 2,905,625 | | |] 2,825,800 | | [removed: $] | 3,093,110 | | [removed: $] | 2,899,755 | | [removed: $] | 2,735,097 | [removed: | $ | 2,811,648 |]

| Number of Common Shares outstanding | | | [added: 275,546 | | |] 267,822 | | | 267,259 | | | 261,845 | | | 255,115 | [removed: | | 250,750 |]

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

| Total consolidated apartment homes owned (at end of year) | | | [added: 39,931 | | |] 39,998 | | | 39,454 | | | 40,728 | | | 39,851 | [removed: | | 41,250 |]

| Weighted average number of consolidated apartment homes owned during the year | | | [added: 39,406 | | |] 39,692 | | | 40,543 | | | 39,501 | | | 40,644 | [removed: | | 41,392 |]

| [removed: Cash] [added: Net cash] provided by/(used in) operating activities [added: - as previously reported] | | $ | 519,152 | | $ | 536,929 | | $ | 458,627 | | $ | 397,303 | [removed: | $ | 344,373 |]

| [removed: Cash] [added: Net cash] provided [removed: by/(used] [added: by /(used] in) investing activities [added: - as previously reported] | | [added: $] | (407,441) | | [added: $] | (112,277) | | [added: $] | (265,461) | | [added: $] | (298,603) | [removed: | | (127,680) |]

| Cash provided by/(used in) financing activities | | | [added: (260,067) | | |] (111,785) | | | (429,282) | | | (201,648) | | | (113,725) | [removed: | | (198,559) |]

| Funds from Operations [removed: (b):] [added: (d):] | | | | | | | | | | | | | | | |

| Funds from operations attributable to common stockholders and unitholders — basic | | $ | [removed: 538,916] [added: 570,254] | | $ | [removed: 527,096] [added: 538,916] | | $ | [removed: 455,565] [added: 527,096] | | $ | [removed: 411,702] [added: 455,565] | | $ | [removed: 376,778] [added: 411,702] |

| Funds from operations attributable to common stockholders and unitholders — diluted | | | [added: 574,122 | | |] 542,624 | | | 530,813 | | | 459,287 | | | 415,426 | [removed: | | 380,502 |]

| | [removed: (a)] [added: (b)] | | Includes amounts classified as Held for Disposition, where applicable. |

| [added: | (d) | | Funds from operations (“FFO”) is defined as Net income/(loss) attributable to common stockholders (computed in accordance with GAAP), excluding impairment write-downs of depreciable real estate or of investments in non-consolidated investees that are driven by measurable decreases in the fair value of depreciable real estate held by the] 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. |

| Rental income | | $ | [removed: 419,377] [added: 431,920] | | $ | [removed: 404,415] [added: 419,377] | | $ | [removed: 440,408] [added: 404,415] | | $ | [removed: 422,634] [added: 440,408] | | $ | [removed: 401,853] [added: 422,634] |

| Net income/(loss) [added: (a)] | | | [added: 231,485 | | |] 107,855 | | | 79,262 | | | 215,063 | | | 97,179 | [removed: | | 77,942 |]

| Net income/(loss) attributable to OP unitholders | | | [added: 229,763 | | |] 106,307 | | | 77,818 | | | 213,301 | | | 96,227 | [removed: | | 73,376 |]

| Income/(loss) per weighted average OP Unit - basic and [removed: diluted:] [added: diluted] | | [added: $] | [added: 1.25] | | [added: $] | [added: 0.58] | | [added: $] | [added: 0.42] | | [added: $] | [added: 1.16] | | [added: $] | [added: 0.53] |

| Weighted average number of OP Units outstanding — basic and diluted | | | [removed: 183,344] [added: 183,609] | | | [removed: 183,279] [added: 183,344] | | | 183,279 | | | 183,279 | | | [removed: 184,196] [added: 183,279] |

| | | 2018 | | | 2017 | | | 2016 | | | 2015 | | | 2014 | |

| Income/(loss) from continuing operations (a) | | | 221,542 | | | 132,655 | | | 320,380 | | | 357,159 | | | 159,832 |

| Total liabilities | | | 3,816,211 | | | 3,949,771 | | | 3,673,132 | | | 3,816,797 | | | 3,810,298 |

| Cash provided by/(used in) operating activities (c) | | $ | 560,676 | | $ | 518,915 | | $ | 536,568 | | $ | 457,162 | | $ | 397,582 |

| Cash provided by/(used in) investing activities (c) | | | (113,548) | | | (407,406) | | | (112,720) | | | (265,538) | | | (299,338) |

| | (a) | | As a result of SEC rule changes effective November 2018, Income/(loss) from continuing operations has been retrospectively updated to include Gain/(loss) on the sale of real estate. For additional information, see Note 2, Significant Accounting Policies, in the notes to the UDR Consolidated Financial Statements included in this Report. As a result, the following retrospective changes were made to the above table: |

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

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

| | | Year ended December 31, | | | | | | | | | | |

| Gain/(loss) on sale of real estate owned, net of tax | | | 43,404 | | | 210,851 | | | 251,677 | | | 143,572 |

| Income/(loss) from continuing operations - as reported herein | | $ | 132,655 | | $ | 320,380 | | $ | 357,159 | | $ | 159,832 |

| | (c) | | The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) ASU 2016‑18, Statement of Cash Flows (Topic 230), Restricted Cash. See Note 2, Significant Accounting Policies, in the Notes to the UDR, Inc. Consolidated Financial Statements included in this Report for a complete decription of the ASU and its impact. As a result, the following retrospective changes were made to the above table: |

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

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

| | | Year ended December 31, | | | | | | | | | | |

| | | 2017 | | | 2016 | | | 2015 | | | 2014 | |

| (Increase)/decrease in operating assets | | | (237) | | | (361) | | | (1,465) | | | 279 |

| Net cash provided by /(used in) operating activities \- as reported herein | | $ | 518,915 | | $ | 536,568 | | $ | 457,162 | | $ | 397,582 |

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

| Proceeds from sales of real estate investments, net | | | \- | | | (555) | | | \- | | | (82) |

| Capital expenditures and other major improvements — real estate assets, net of escrow reimbursement | | | 35 | | | 112 | | | (77) | | | (653) |

| Net cash provided by /(used in) investing activities \- as reported herein | | $ | (407,406) | | $ | (112,720) | | $ | (265,538) | | $ | (299,338) |

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

| | | 2018 | | | 2017 | | | 2016 | | | 2015 | | | 2014 | |

| Cash provided by/(used in) operating activities (c) | | $ | 255,668 | | $ | 235,257 | | $ | 228,941 | | $ | 224,396 | | $ | 208,118 |

| Cash provided by/(used in) investing activities (c) | | | 71,683 | | | (105,989) | | | (9,455) | | | 23,485 | | | (46,451) |

| | (a) | | As a result of SEC rule changes effective November 2018, Income/(loss) from continuing operations has been retrospectively updated to include Gain/(loss) on the sale of real estate and is now presented as Net income/(loss). For additional information, see Note 2, Significant Accounting Policies, in the notes to the United Dominion Realty, L.P. Consolidated Financial Statements included in this Report. |

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

| | (b) | | Includes amounts classified as Held for Disposition, where applicable. |

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

| | (c) | | The Operating Partnership adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) ASU 2016‑18, Statement of Cash Flows (Topic 230), Restricted Cash. See Note 2, Significant Accounting Policies, in the Notes to the United Dominion Realty, L.P. Consolidated Financial Statements included in this Report for a complete decription of the ASU and its impact. As a result, the following retrospective changes were made to the above table: |

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

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

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

| | | Year ended December 31, | | | | | | | | | | |

| | | 2017 | | | 2016 | | | 2015 | | | 2014 | |

| (Increase)/decrease in operating assets | | | 794 | | | 259 | | | (2,369) | | | 86 |

| Net cash provided by /(used in) operating activities \- as reported herein | | $ | 235,257 | | $ | 228,941 | | $ | 224,396 | | $ | 208,118 |

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

| Capital expenditures and other major improvements — real estate assets, net of escrow reimbursement | | | 91 | | | 91 | | | (98) | | | 199 |

| Income/(loss) from continuing operations attributable to common stockholders | | $ | 0.44 | | $ | 1.09 | | $ | 1.30 | | $ | 0.60 | | $ | (0.01) |

| Income/(loss) from discontinued operations attributable to common stockholders | | | — | | | — | | | — | | | — | | | 0.17 |

| Net income/(loss) attributable to common stockholders | | $ | 0.44 | | $ | 1.09 | | $ | 1.30 | | $ | 0.60 | | $ | 0.16 |

| Income/(loss) from continuing operations attributable to common stockholders | | $ | 0.44 | | $ | 1.08 | | $ | 1.29 | | $ | 0.59 | | $ | (0.01) |

| Net income/(loss) attributable to common stockholders | | $ | 0.44 | | $ | 1.08 | | $ | 1.29 | | $ | 0.59 | | $ | 0.16 |

| Total debt, net | | | 3,671,663 | | | 3,401,478 | | | 3,570,795 | | | 3,565,299 | | | 3,503,323 |

| | (b) | | Funds from operations (“FFO”) is defined as Net income/(loss) attributable to common stockholders (computed in accordance with GAAP), excluding impairment write-downs of depreciable real estate or of investments in non-consolidated investees that are driven by measurable decreases in the fair value of depreciable real estate held by the |

| --- |

| Income/(loss) from continuing operations | | | 66,583 | | | 46,082 | | | 56,940 | | | 33,544 | | | 32,766 |

| Income/(loss) from discontinued operations | | | — | | | — | | | — | | | — | | | 45,176 |

| Income/(loss) from continuing operations attributable to OP unitholder | | $ | 0.58 | | $ | 0.42 | | $ | 1.16 | | $ | 0.53 | | $ | 0.16 |

| Income/(loss) from discontinued operations attributable to OP unitholder | | | — | | | — | | | — | | | — | | | 0.24 |

| Net income/(loss) attributable to OP unitholders | | $ | 0.58 | | $ | 0.42 | | $ | 1.16 | | $ | 0.53 | | $ | 0.40 |

As of December 31, [removed: 2017,] [added: 2018,] 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 [added: and the Operating Partnership.]

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

Under the supervision and with the participation of the management, the Chief Executive Officer and Chief Financial Officer of the Company, which is the sole general partner of the Operating Partnership, conducted an [removed: evaluation] [added: assessment] of the effectiveness of the internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations (2013 Framework) (COSO).

Based on such evaluation, management concluded that the Company’s and the Operating Partnership’s internal control over financial reporting was effective as of December 31, [removed: 2017.][added: 2018.]

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: 2017.][added: 2018.]

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: 2017,] [added: 2018,] is included under the heading “Report of Independent Registered Public Accounting Firm” of UDR, Inc. contained in this Report.

and the Operating Partnership.

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: 2018] [added: 2019] 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: 2018] [added: 2019] 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,” “Corporate Governance Matters-Board Leadership Structure and Committees-Compensation Committee Interlocks and Insider Participation,” “Executive Compensation,” “Compensation of Directors” and “Executive Compensation-Compensation Committee Report” in the definitive proxy statement for UDR’s [removed: 2018] [added: 2019] 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 [removed: 2018] [added: 2019] Annual Meeting of Stockholders.

The information required by this item is incorporated by reference to the information set forth under the heading “Security Ownership of Certain Beneficial Owners and Management,” “Corporate Governance Matters-Corporate Governance Overview,” “Corporate Governance Matters-Director Independence,” “Corporate Governance Matters-Board Leadership Structure and Committees-Independence of the Audit, Compensation, Governance and Nominating Committees,” and “Executive Compensation” in the definitive proxy statement for UDR’s [removed: 2018] [added: 2019] 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: 2018] [added: 2019] Annual Meeting of Stockholders.

| [removed: 3.04] [added: 3.05] | | [Articles Supplementary relating to UDR, Inc.’s 6.75% Series G Cumulative Redeemable Preferred Stock dated and filed with the State Department of Assessments and Taxation of the State of Maryland on May 30, 2007.](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. |

| [removed: 3.05] [added: 3.06] | | [Amended and Restated Bylaws of UDR, Inc. (as amended through [removed: July 12, 2017).](http://www.sec.gov/Archives/edgar/data/74208/000007420817000086/c208-20170630ex31602adf1.htm)] [added: May 24, 2018).](http://www.sec.gov/Archives/edgar/data/74208/000007420817000086/c208-20170630ex31602adf1.htm)] | | Exhibit [removed: 3.16] [added: 3.6] to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended [removed: June] [added: September] 30, [removed: 2017.] [added: 2018.] |

| [removed: 3.06] [added: 3.07] | | [Certificate of Limited Partnership of United Dominion Realty, L.P. dated as of February 19, 2004.](http://www.sec.gov/Archives/edgar/data/74208/000095012310093491/d76906exv3w4.htm) | | 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. |

| [removed: 3.07] [added: 3.08] | | [Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of February 23, 2004.](http://www.sec.gov/Archives/edgar/data/74208/000103570404000111/d13216exv10w23.txt) | | Exhibit 10.23 to UDR, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2003. |

| [removed: 3.08] [added: 3.09] | | [First Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of June 24, 2005.](http://www.sec.gov/Archives/edgar/data/74208/000103570405000429/d27563exv10w06.htm) | | Exhibit 10.06 to UDR, Inc.’s Quarterly Report on Form 10‑Q for the quarter ended June 30, 2005. |

| [removed: 3.09] [added: 3.10] | | [Second Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of February 23, 2006.](http://www.sec.gov/Archives/edgar/data/74208/000103570406000344/d35953exv10w6.htm) | | Exhibit 10.6 to UDR, Inc.’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 2006. |

| [removed: 3.10] [added: 3.11] | | [Third Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of February 2, 2007.](http://www.sec.gov/Archives/edgar/data/74208/000095012309056760/c91753exv99w1.htm) | | Exhibit 99.1 to UDR, Inc.’s Quarterly Report on Form 10‑Q for the quarter ended September 30, 2009. |

| [removed: 3.11] [added: 3.12] | | [Fourth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of December 27, 2007.](http://www.sec.gov/Archives/edgar/data/74208/000095013408003462/d53793exv10w25.htm) | | Exhibit 10.25 to UDR, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2007. |

| [removed: 3.12] [added: 3.13] | | [Fifth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of March 7, 2008.](http://www.sec.gov/Archives/edgar/data/74208/000095013409003865/d66511exv10w53.htm) | | Exhibit 10.53 to UDR, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2008. |

| [removed: 3.13] [added: 3.14] | | [Sixth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. dated as of December 9, 2008.](http://www.sec.gov/Archives/edgar/data/74208/000095012308017282/d65492exv10w1.htm) | | 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. |

| [removed: 3.14] [added: 3.15] | | [Seventh Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of March 13, 2009.](http://www.sec.gov/Archives/edgar/data/74208/000129993309001275/exhibit1.htm) | | 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. |

| [removed: 3.15] [added: 3.16] | | [Eighth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of November 17, 2010.](http://www.sec.gov/Archives/edgar/data/74208/000129993310004123/exhibit1.htm) | | Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8‑K dated and filed with the Commission on November 18, 2010. |

| [removed: 3.16] [added: 3.17] | | [Ninth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of December 4, 2015.](http://www.sec.gov/Archives/edgar/data/74208/000007420815000111/ex101-12042015xninthamendm.htm) | | 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. |

| 4.09 | | [UDR, Inc. [removed: 4.25%] [added: 4.625%] Medium-Term Note, Series A due [removed: June 2018,] [added: January 2022,] issued [removed: May 23, 2011.](http://www.sec.gov/Archives/edgar/data/74208/000007420814000003/exhibit416.htm)] [added: January 10, 2012.](http://www.sec.gov/Archives/edgar/data/74208/000007420814000003/exhibit417.htm)] | | Exhibit [removed: 4.16] [added: 4.17] to UDR, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2013. |

| 4.10 | | [UDR, Inc. [removed: 4.625%] [added: 3.70%] Medium-Term Note, Series A due [removed: January 2022,] [added: October 2020,] issued [removed: January 10, 2012.](http://www.sec.gov/Archives/edgar/data/74208/000007420814000003/exhibit417.htm)] [added: September 26, 2013.](http://www.sec.gov/Archives/edgar/data/74208/000007420814000003/exhibit418.htm)] | | Exhibit [removed: 4.17] [added: 4.18] to UDR, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2013. |

| [removed: 4.11] [added: 4.17] | | [UDR, Inc. [removed: 3.70%] [added: 4.00%] Medium-Term Note, Series A due October [removed: 2020,] [added: 2025,] issued September [removed: 26, 2013.](http://www.sec.gov/Archives/edgar/data/74208/000007420814000003/exhibit418.htm)] [added: 22, 2015.](http://www.sec.gov/Archives/edgar/data/74208/000007420816000140/exhibit423-12312015.htm)] | | Exhibit [removed: 4.18] [added: 4.23] to UDR, Inc.’s Annual Report on Form 10‑K for the year ended December 31, [removed: 2013.] [added: 2015.] |

| [removed: 4.12] [added: 4.11] | | [Indenture dated as of April 1, 1994, by and between UDR, Inc. and Nationsbank of Virginia, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/74208/0000916641-94-000016.txt) | | Exhibit 4(ii)(f)(1) to UDR, Inc.’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 1994. |

| [removed: 4.13] [added: 4.12] | | [Supplemental Indenture dated as of August 20, 2009, by and between UDR, Inc. and U.S. Bank National Association, as trustee, to UDR, Inc.’s Indenture dated as of April 1, 1994.](http://www.sec.gov/Archives/edgar/data/74208/000129993309003466/exhibit1.htm) | | 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. |

| [removed: 4.14] [added: 4.13] | | [Guaranty of United Dominion Realty, L.P. with respect to UDR, Inc.’s Indenture dated as of November 1, 1995.](http://www.sec.gov/Archives/edgar/data/74208/000095012310090474/c06433exv99w1.htm) | | Exhibit 99.1 to UDR, Inc.’s Current Report on Form 8‑K dated and filed with the Commission on September 30, 2010. |

| [removed: 4.15] [added: 4.14] | | [Guaranty of United Dominion Realty, L.P. with respect to UDR, Inc.’s Indenture dated as of October 12, 2006.](http://www.sec.gov/Archives/edgar/data/74208/000095012310090474/c06433exv99w2.htm) | | Exhibit 99.2 to UDR, Inc.’s Current Report on Form 8‑K dated and filed with the Commission on September 30, 2010. |

| [removed: 4.16] [added: 4.15] | | [First Supplemental Indenture among UDR, Inc., United Dominion Realty, L.P. and U.S. Bank National Association, as Trustee, dated as of May 3, 2011, relating to UDR, Inc.’s Medium-Term Notes, Series A, due Nine Months or More from Date of Issue.](http://www.sec.gov/Archives/edgar/data/74208/000095012311044260/d81794exv4w1.htm) | | Exhibit 4.1 to UDR, Inc.’s Current Report on Form 8‑K filed with the Commission on May 4, 2011. |

| [removed: 4.17] [added: 4.16] | | [UDR, Inc. 3.75% Medium-Term Note, Series A due October 2024, issued June 26, 2014.](http://www.sec.gov/Archives/edgar/data/74208/000007420814000019/exhibit41.htm) | | Exhibit 4.1 to UDR, Inc.’s Quarterly Report on Form 10‑Q for the quarter ended June 30, 2014. |

| 4.18 | | [UDR, Inc. [removed: 4.00%] [added: 2.950%] Medium-Term Note, Series A due [removed: October 2025, issued] September [removed: 22, 2015.](http://www.sec.gov/Archives/edgar/data/74208/000007420816000140/exhibit423-12312015.htm)] [added: 2026, issued August 23, 2016.](http://www.sec.gov/Archives/edgar/data/74208/000007420816000212/exhibit41-mtnofferingx9x30.htm)] | | Exhibit [removed: 4.23] [added: 4.1] to UDR, Inc.’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10‑K] [added: 10‑Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2015.] [added: September 30, 2016.] |

| 4.19 | | [UDR, Inc. [removed: 2.950%] [added: 3.500%] Medium-Term Note, Series A due [removed: September 2026,] [added: July 2027,] issued [removed: August 23, 2016.](http://www.sec.gov/Archives/edgar/data/74208/000007420816000212/exhibit41-mtnofferingx9x30.htm)] [added: June 16, 2017.](http://www.sec.gov/Archives/edgar/data/74208/000007420817000086/c208-20170630ex102626761.htm)] | | Exhibit [removed: 4.1] [added: 10.2] to UDR, Inc.’s Quarterly Report on Form [removed: 10‑Q] [added: 10-Q] for the quarter ended [removed: September] [added: June] 30, [removed: 2016.] [added: 2017.] |

| 4.20 | | [UDR, Inc. 3.500% Medium-Term Note, Series A due [removed: July 2027,] [added: January 2028,] issued [removed: June 16, 2017.](http://www.sec.gov/Archives/edgar/data/74208/000007420817000086/c208-20170630ex102626761.htm)] [added: December 13, 2017.](https://www.sec.gov/Archives/edgar/data/74208/000007420819000028/c208-20181231ex421c8318a.htm)] | | Exhibit [removed: 10.2] [added: 4.21] to UDR, Inc.’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: June 30,] [added: December 31,] 2017. |

| 4.21 | | [UDR, Inc. [removed: 3.500%] [added: 4.400%] Medium-Term Note, Series A due January [removed: 2028,] [added: 2029,] issued [removed: December 13, 2017.](https://www.sec.gov/Archives/edgar/data/74208/000007420818000024/c208-20171231ex4218ef02b.htm)] [added: October 26, 2018.](https://www.sec.gov/Archives/edgar/data/74208/000007420819000028/c208-20181231ex421c8318a.htm)] | | Filed herewith. |

| 10.13 | | [removed: [Credit] [added: [First Amended and Restated Credit] Agreement, dated as of [removed: October 20, 2015,] [added: September 27, 2018,] by and among UDR, Inc., as borrower, and the lenders and agents party [removed: thereto.](http://www.sec.gov/Archives/edgar/data/74208/000007420815000102/ex101creditagreement-8xkx1.htm)] [added: thereto.](http://www.sec.gov/Archives/edgar/data/74208/000007420818000073/c208-20181001ex101a2328b.htm)] | | Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8‑K dated [removed: October 20, 2015] [added: September 27, 2018] and filed with the Commission on October [removed: 26, 2015.] [added: 1, 2018.] |

| 10.14 | | [Guaranty of United Dominion Realty, L.P., dated as of [removed: October 20, 2015,] [added: September 27, 2018,] with respect to the Credit Agreement, dated as of [removed: October 20, 2015.](http://www.sec.gov/Archives/edgar/data/74208/000007420815000102/ex102guarantyofudrlp-8xk10.htm)] [added: September 27, 2018.](http://www.sec.gov/Archives/edgar/data/74208/000007420818000073/c208-20181001ex102461cf6.htm)] | | Exhibit 10.2 to UDR, Inc.’s Current Report on Form 8‑K dated [removed: October 20, 2015] [added: September 27, 2018] and filed with the Commission on October [removed: 26, 2015.] [added: 1, 2018.] |

| [removed: 10.22] [added: 10.21] | | [Amendment No. 2, dated April 27, 2017, to the Third Amended and Restated Distribution Agreement, dated September 1, 2011 and as amended July 29, 2014, among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC, as Agents, with respect to the issue and sale by UDR, Inc. of its Medium Term Notes, Series A Due Nine Months or More From Date of Issue.](http://www.sec.gov/Archives/edgar/data/74208/000007420817000055/ex12-04272017xdistribution.htm) | | 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. |

| [removed: 12.2] [added: 21] | | [removed: [Computation of Ratio of Earnings to Fixed Charges] [added: [Subsidiaries] of [added: UDR, Inc. and] United Dominion Realty, [removed: L.P.](https://www.sec.gov/Archives/edgar/data/74208/000007420818000024/c208-20171231ex12205e407.htm)] [added: L.P.](https://www.sec.gov/Archives/edgar/data/74208/000007420819000028/c208-20181231ex2109a498a.htm)] | | Filed herewith. |

| [removed: 21] [added: 23.2] | | [removed: [Subsidiaries] [added: [Consent] of [removed: UDR, Inc. and] [added: Independent Registered Public Accounting Firm for] United Dominion Realty, [removed: L.P.](https://www.sec.gov/Archives/edgar/data/74208/000007420818000024/c208-20171231ex212a2e725.htm)] [added: L.P.](https://www.sec.gov/Archives/edgar/data/74208/000007420819000028/c208-20181231ex2329e9b2e.htm)] | | Filed herewith. |

| 23.1 | | [Consent of Independent Registered Public Accounting Firm for UDR, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420818000024/c208-20171231ex231b8a44a.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420819000028/c208-20181231ex231a8cf09.htm)] | | Filed herewith. |

| 31.1 | | [Rule 13a‑14(a) Certification of the Chief Executive Officer of UDR, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420818000024/c208-20171231ex311a7927e.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420819000028/c208-20181231ex3116ed433.htm)] | | Filed herewith. |

| 31.2 | | [Rule 13a‑14(a) Certification of the Chief Financial Officer of UDR, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420818000024/c208-20171231ex3123c5d80.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420819000028/c208-20181231ex3128c858c.htm)] | | Filed herewith. |

| 31.3 | | [Rule 13a‑14(a) Certification of the Chief Executive Officer of United Dominion Realty, [removed: L.P.](https://www.sec.gov/Archives/edgar/data/74208/000007420818000024/c208-20171231ex313243863.htm)] [added: L.P.](https://www.sec.gov/Archives/edgar/data/74208/000007420819000028/c208-20181231ex3137ffaa5.htm)] | | Filed herewith. |

| 31.4 | | [Rule 13a‑14(a) Certification of the Chief Financial Officer of United Dominion Realty, [removed: L.P.](https://www.sec.gov/Archives/edgar/data/74208/000007420818000024/c208-20171231ex31453ad9c.htm)] [added: L.P.](https://www.sec.gov/Archives/edgar/data/74208/000007420819000028/c208-20181231ex314a9799a.htm)] | | Filed herewith. |

| 32.1 | | [Section 1350 Certification of the Chief Executive Officer of UDR, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420818000024/c208-20171231ex321c529ff.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420819000028/c208-20181231ex32164e553.htm)] | | Filed herewith. |

| 32.2 | | [Section 1350 Certification of the Chief Financial Officer of UDR, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420818000024/c208-20171231ex322b67a6b.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420819000028/c208-20181231ex322697657.htm)] | | Filed herewith. |

| 32.3 | | [Section 1350 Certification of the Chief Executive Officer of United Dominion Realty, [removed: L.P.](https://www.sec.gov/Archives/edgar/data/74208/000007420818000024/c208-20171231ex323dd8053.htm)] [added: L.P.](https://www.sec.gov/Archives/edgar/data/74208/000007420819000028/c208-20181231ex323abd22a.htm)] | | Filed herewith. |

| 32.4 | | [Section 1350 Certification of the Chief Financial Officer of United Dominion Realty, [removed: L.P.](https://www.sec.gov/Archives/edgar/data/74208/000007420818000024/c208-20171231ex324d02559.htm)] [added: L.P.](https://www.sec.gov/Archives/edgar/data/74208/000007420819000028/c208-20181231ex3243c5871.htm)] | | Filed herewith. |

| 3.04 | | [Articles of Amendment to the Articles of Restatement of UDR, Inc. dated and filed with the State Department of Assessments and Taxation of the State of Maryland on May 24, 2018.](http://www.sec.gov/Archives/edgar/data/74208/000007420818000054/c208-20180529ex3181059a7.htm) | | Exhibit 3.1 to UDR, Inc.’s Current Report on Form 8-K dated May 24, 2018 and filed with the SEC on May 29, 2018. |

| 3.18 | | [Tenth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of October 29, 2018.](http://www.sec.gov/Archives/edgar/data/74208/000007420815000111/ex101-12042015xninthamendm.htm) | | Exhibit 3.18 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018. |

| 10.15 | | [Amended and Restated Aircraft Time Sharing Agreement dated as of February 18, 2019, by and between UDR, Inc. and Thomas W. Toomey.](https://www.sec.gov/Archives/edgar/data/74208/000007420819000028/c208-20181231ex1015bd1dc.htm) | | Filed herewith. |

| 10.16 | | [Amended and Restated Aircraft Time Sharing Agreement dated as of February 18, 2019, by and between UDR, Inc. and Warren L. Troupe.](https://www.sec.gov/Archives/edgar/data/74208/000007420819000028/c208-20181231ex1016fb5fa.htm) | | Filed herewith. |

| | | | | |

| 10.15 | | [Aircraft Time Sharing Agreement dated as of November 11, 2016, by and between UDR, Inc. and Thomas W. Toomey.](http://www.sec.gov/Archives/edgar/data/74208/000007420817000030/exhibit1016-12x31x2016.htm) | | Exhibit 10.16 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016. |

| 10.16 | | [Aircraft Time Sharing Agreement dated as of November 11, 2016, by and between UDR, Inc. and Warren L. Troupe.](http://www.sec.gov/Archives/edgar/data/74208/000007420817000030/exhibit1017-12x31x2016xair.htm) | | Exhibit 10.17 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016. |

| 10.21 | | [First 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.](http://www.sec.gov/Archives/edgar/data/74208/000007420817000030/exhibit1024-12x31x2016.htm) | | Exhibit 10.24 to UDR, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2016. |

| 12.1 | | [Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends of UDR, Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420818000024/c208-20171231ex12149a267.htm) | | Filed herewith. |

| 23.2 | | [Consent of Independent Registered Public Accounting Firm for United Dominion Realty, L.P.](https://www.sec.gov/Archives/edgar/data/74208/000007420818000024/c208-20171231ex232c8706f.htm) | | Filed herewith. |

| Date: February [removed: 20, 2018] [added: 19, 2019] | By: | /s/ Thomas W. Toomey |

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on February [removed: 20, 2018] [added: 19, 2019] by the following persons on behalf of the registrant and in the capacities indicated.

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

| [removed: (Interim Principal] [added: (Principal] Accounting Officer) | | |

| [added: | |] /s/ Lynne B. Sagalyn | [removed: | /s/ Clint D. McDonnough |]

| [added: | |] Lynne B. Sagalyn | [removed: | Clint D. McDonnough |]

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

| [removed: Vice Chair of the Board of the General Partner] | | Director of the General Partner |

| [Consolidated Balance Sheets at December 31, [removed: 2017] [added: 2018] and [removed: 2016](#BALANCESHEETS_439565)] [added: 2017](#BALANCESHEETS_439565)] | F-4 |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2018,] 2017, [removed: 2016,] and [removed: 2015](#STATEMENTSOFOPERATIONS_417018)] [added: 2016](#STATEMENTSOFOPERATIONS_417018)] | F-5 |

| [Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, [added: 2018,] 2017, [removed: 2016,] and [removed: 2015](#COMPREHENSIVEINCOMELOSS_987542)] [added: 2016](#COMPREHENSIVEINCOMELOSS_987542)] | F-6 |

| [Consolidated Statements of Changes in Equity for the years ended December 31, [added: 2018,] 2017, [removed: 2016,] and [removed: 2015](#CHANGESINEQUITY_994858)] [added: 2016](#CHANGESINEQUITY_994858)] | F-7 |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2018,] 2017, [removed: 2016,] and [removed: 2015](#CASHFLOWS_264688)] [added: 2016](#CASHFLOWS_264688)] | F-8 |

| [Notes to Consolidated Financial Statements](#a1CONSOLIDATIONANDBASISOFPRESENTATION_86) | [removed: F-9] [added: F-10] |

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

| [Consolidated Balance Sheets at December 31, [removed: 2017] [added: 2018] and [removed: 2016](#LP_BalanceSheet)] [added: 2017](#LP_BalanceSheet)] | [removed: F-51] [added: F-54] |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2018,] 2017, [removed: 2016,] and [removed: 2015](#LP_StatementOfOperation)] [added: 2016](#LP_StatementOfOperation)] | [removed: F-52] [added: F-55] |

| [Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, [added: 2018,] 2017, [removed: 2016,] and [removed: 2015](#LP_ComprehensiveIncome)] [added: 2016](#LP_ComprehensiveIncome)] | [removed: F-53] [added: F-56] |

| [Consolidated Statements of Changes in Capital for the years ended December 31, [added: 2018,] 2017, [removed: 2016,] and [removed: 2015](#LP_ChangesInCapital)] [added: 2016](#LP_ChangesInCapital)] | [removed: F-54] [added: F-57] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2018,] 2017, [removed: 2016,] and [removed: 2015](#LP_CashFlow)] [added: 2016](#LP_CashFlow)] | [removed: F-55] [added: F-58] |

| [Notes to Consolidated Financial Statements](#LP_CONSOLIDATANDBASISOFPRESENT) | [removed: F-56] [added: F-59] |

We have audited the accompanying consolidated balance sheets of UDR, Inc. (the “Company”) as of December 31, [removed: 2017 and 2016,] [added: 2018] and [added: 2017,] the related consolidated statements of operations, comprehensive income/(loss), changes in equity, and cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 20, 2018] [added: 19, 2019] expressed an unqualified opinion thereon.

We have audited UDR, Inc.’s internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, UDR, Inc. (the [removed: Company)] [added: “Company”)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the related consolidated statements of operations, comprehensive income/(loss), changes in equity, and cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February [removed: 20, 2018] [added: 19, 2019] expressed an unqualified opinion thereon.

| | | [added: 2018 | | |] 2017 | | | 2016 | |

| Real estate held for investment | | $ | [removed: 9,584,716] [added: 10,196,159] | | $ | [removed: 9,271,847] [added: 9,584,716] |

| Less: accumulated depreciation | | | [removed: (3,326,312)] [added: (3,654,160)] | | | [removed: (2,923,072)] [added: (3,326,312)] |

| Real estate held for investment, net | | | [removed: 6,258,404] [added: 6,541,999] | | | [removed: 6,348,775] [added: 6,258,404] |

| Real estate under development (net of accumulated depreciation of [removed: $3,854] [added: $0] and [removed: $0,] [added: $3,854,] respectively) | | | [removed: 588,636] [added: —] | | | [removed: 342,282] [added: 588,636] |

| Total real estate owned, net of accumulated depreciation | | | [removed: 6,847,040] [added: 6,541,999] | | | [removed: 6,692,128] [added: 6,847,040] |

| Cash and cash equivalents | | [added: $] | 2,038 | | [added: $] | 2,112 | [added: | $ | 6,742 |]

| Restricted cash | | | 19,792 | | | 19,994 | [added: | | 20,798 |]

| Notes receivable, net | | | [removed: 19,469] [added: 42,259] | | | [removed: 19,790] [added: 19,469] |

| Investment in and advances to unconsolidated joint ventures, net | | | [removed: 720,830] [added: 780,869] | | | [removed: 827,025] [added: 720,830] |

| Other assets | | | [removed: 124,104] [added: 137,710] | | | [removed: 118,535] [added: 124,104] |

| Total assets | | $ | [removed: 7,733,273] [added: 7,711,728] | | $ | [removed: 7,679,584] [added: 7,733,273] |

| | | /s/ Clint D. McDonnough |

| | | Clint D. McDonnough |

| | | Director |

| | | Director |

| Date: February 19, 2019 | By: | /s/ Thomas W. Toomey |

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on February 19, 2019 by the following persons on behalf of the registrant and in the capacities indicated.

| (Principal Accounting Officer) | | |

| | | /s/ Clint D. McDonnough |

| | | Clint D. McDonnough |

| | | |

| | | |

| | | /s/ Lynne B. Sagalyn |

| | | Lynne B. Sagalyn |

| | | Director of the General Partner |

February 19, 2019

February 19, 2019

| Cash and cash equivalents | | | 185,216 | | | 2,038 |

| Restricted cash | | | 23,675 | | | 19,792 |

| Gain/(loss) on sale of real estate owned | | | 136,197 | | | 43,404 | | | 226,199 |

| Operating income | | | 354,718 | | | 227,898 | | | 400,821 |

| Income/(loss) before income taxes | | | 222,230 | | | 132,415 | | | 331,954 |

| Contribution of noncontrolling interests in consolidated real estate | | | — | | | — | | | — | | | — | | | — | | | 108 | | | 108 |

| Repurchase of common shares | | | — | | | (6) | | | (19,982) | | | — | | | — | | | — | | | (19,988) |

| Long Term Incentive Plan Unit grants/(vestings), net | | | — | | | — | | | — | | | — | | | — | | | 7,305 | | | 7,305 |

| Exercise of stock options, net | | | — | | | 8 | | | (23,061) | | | — | | | — | | | — | | | (23,053) |

| Balance at December 31, 2018 | | $ | 46,201 | | $ | 2,755 | | $ | 4,920,732 | | $ | (2,063,996) | | $ | (67) | | $ | 17,152 | | $ | 2,922,777 |

| Net income/(loss) | | $ | 221,542 | | $ | 132,655 | | $ | 320,380 |

| (Gain)/loss on sale of real estate owned | | | (136,197) | | | (43,404) | | | (226,199) |

| Other | | | 4,998 | | | 20,467 | | | 39,490 |

| (Increase)/decrease in operating assets | | | (13,880) | | | (9,008) | | | (29,399) |

| Net cash provided by/(used in) operating activities | | | 560,676 | | | 518,915 | | | 536,568 |

| Proceeds from sales of real estate investments, net | | | 247,031 | | | 71,235 | | | 301,799 |