UDR (UDR) 10-K risk factor changes: FY2019 vs FY2018

There are many factors that affect the business and the results of operations of the Company and the Operating Partnership, some of which are beyond the control of the Company and the Operating Partnership.

The following is a description of important factors that may cause the actual results of operations of the Company and the Operating Partnership in future periods to differ materially from those currently expected or discussed in forward-looking statements set forth in this Report relating to our financial results, operations and business prospects.

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

Risks Related to Our Real Estate Investments and Our Operations

Unfavorable Apartment Market and Economic Conditions Could Adversely Affect Occupancy Levels, Rental Revenues and the Value of Our Real Estate Assets.

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

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

Some of our major expenses generally do not decline when related rents decline.

We would expect that declines in our occupancy levels, rental revenues and/or the values of our apartment communities would cause us to have less cash available to pay our indebtedness and to distribute to UDR’s stockholders, which could adversely affect our financial condition or the market value of our securities.

Factors that may affect our occupancy levels, our rental revenues, and/or the value of our properties include the following, among others:

| | · | | downturns in the global, national, regional and local economic conditions, particularly increases in unemployment; |

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| | · | | declines in mortgage interest rates, making alternative housing more affordable; |

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| | · | | government or builder incentives with respect to home ownership, making alternative housing options more attractive; |

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| | · | | local real estate market conditions, including oversupply of, or reduced demand for, apartment homes; |

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

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| | · | | changes in market rental rates; |

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| | · | | our ability to renew leases or re-lease space on favorable terms; |

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| | · | | the timing and costs associated with property improvements, repairs or renovations; |

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| | · | | declines in household formation; and |

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

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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.

We May Be Unable to Renew Leases or Relet Apartment Units as Leases Expire, or the Terms of Renewals or New Leases May Be Less Favorable Than Current Leases.

When our residents decide to leave our apartments, whether because they decide not to renew their leases or they leave prior to their lease expiration date, we may not be able to relet

their apartment units.

Even if the residents do renew or we can relet the apartment units, the terms of renewal or reletting may be less favorable than current lease terms.

Furthermore, because the majority of our apartment leases have initial terms of 12 months or less, our rental revenues are impacted by declines in market rents more quickly than if our leases were for longer terms.

If we are unable to promptly renew the leases or relet the apartment units, or if the rental rates upon renewal or reletting are significantly lower than expected rates, then our results of operations and financial condition may be adversely affected.

If residents do not experience increases in their income, we may be unable to increase rent and/or delinquencies may increase.

Forward-Looking Statements

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

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

Words such as “expects,” “anticipates,” “intends,” “plans,” “likely,” “will,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements.

Such statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

Such factors include, among other things, unfavorable changes in the apartment market, changing economic conditions, the impact of inflation/deflation on rental rates and property operating expenses, expectations concerning the availability of capital and the stability of the capital markets, the impact of competition and competitive pricing, acquisitions, developments and redevelopments not achieving anticipated results, delays in completing developments and redevelopments, delays in completing lease-ups on schedule or at expected rent and occupancy levels, expectations on job growth, home affordability and demand/supply ratio for multifamily housing, expectations concerning development and redevelopment activities, expectations on occupancy levels and rental rates, expectations concerning joint ventures and partnerships with third parties, expectations that automation will help grow net operating income, and expectations on annualized net operating income.

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

| | · | | general economic conditions; |

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

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

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

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

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

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

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

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

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

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

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

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| | · | | delays in completing developments and lease-ups on schedule; |

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

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| | · | | 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; |

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

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

At December 31, [removed: 2018,] [added: 2019,] our consolidated real estate portfolio [removed: included 127] [added: consisted of 148] communities located in [removed: 19] [added: 20] markets, [removed: with a total] [added: consisting] of [removed: 39,931] [added: 47,010] completed apartment homes, which are held directly or through our subsidiaries, including the Operating Partnership and the DownREIT Partnership, and consolidated joint ventures.

At December 31, [removed: 2018,] [added: 2019,] the Operating Partnership’s consolidated real estate portfolio included 52 communities located in 15 markets, with a total of 16,434 completed apartment homes.

The Operating Partnership owns, operates, acquires, renovates, develops, redevelops, [added: disposes of,] and manages multifamily apartment communities generally located in high barrier-to-entry markets located throughout the United States.

During the year ended December 31, [removed: 2018,] [added: 2019, rental] revenues of the Operating Partnership represented approximately [removed: 42%] [added: 39%] of our total rental revenues.

In [removed: 2018,] [added: 2019,] we declared total distributions of [removed: $1.29] [added: $1.37] per common share and paid dividends of [removed: $1.2775] [added: $1.35] per common share.

| [added: ​] | | [removed: Dividends] [added: Dividends] | | | [removed: Dividends] [added: Dividends] | |

| [added: ​] | [added: ​] | [removed: Declared in] [added: Declared in] | | [added: ​] | [removed: Paid in] [added: Paid in] | |

| First Quarter | [added: ​] | $ | [removed: 0.3225] [added: 0.3425] | [added: ​] | $ | [removed: 0.3100] [added: 0.3225] |

| Second Quarter | [added: ​] | | [removed: 0.3225] [added: 0.3425] | [added: ​] | | [removed: 0.3225] [added: 0.3425] |

| Third Quarter | [added: ​] | | [removed: 0.3225] [added: 0.3425] | [added: ​] | | [removed: 0.3225] [added: 0.3425] |

| Fourth Quarter | [added: ​] | | [removed: 0.3225] [added: 0.3425] | [added: ​] | | [removed: 0.3225] [added: 0.3425] |

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

Our website is [removed: www.udr.com.][added: _www.udr.com_.]

As of February [removed: 18, 2019,] [added: 17, 2020,] we had [removed: 1,405] [added: 1,330] full-time associates and [removed: 26] [added: 21] part-time associates, all of whom were employed by UDR.

We report in two segments: [removed: Same-Store Communities] [added: _Same-Store Communities_] and [removed: Non-Mature Communities/Other.][added: _Non-Mature Communities/Other_.]

Our [removed: Same-Store Communities] [added: S_ame-Store Communities_] segment represents those communities acquired, developed, and stabilized prior to January 1, [removed: 2017,] [added: 2018,] and held as of December 31, [removed: 2018.][added: 2019.]

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

For additional information regarding our operating segments, see Note [removed: 15, Reportable Segments,] [added: 16, _Reportable Segments_,] in the Notes to the UDR Consolidated Financial Statements included in this Report and Note [removed: 11, Reportable Segments,] [added: 12, _Reportable Segments_,] in the Notes to the Operating Partnership’s Consolidated Financial Statements included in this Report.

| | [removed: · |] [added: ●] | own and operate apartments in high barrier-to-entry markets, which are characterized by limited land for new construction, difficult and lengthy entitlement processes, low single-family home affordability and strong employment growth potential, thus enhancing stability and predictability of returns to our stockholders; |

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

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

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

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

[removed: In] [added: ● In] July [removed: 2018,] [added: 2019,] the Company marked its [removed: 46th] [added: 47th] year as a REIT and, in October [removed: 2018,] [added: 2019,] paid its [removed: 184th] [added: 188th] consecutive quarterly dividend.

The Company’s annualized declared [removed: 2018] [added: 2019] dividend of [removed: $1.29] [added: $1.37] represented a [removed: 4.0%] [added: 6.2%] increase over the previous year.

[removed: We] [added: ● We] achieved Same-Store revenue growth of [removed: 3.5%] [added: 3.6%] and Same-Store net operating income (“NOI”) growth of [removed: 3.4%.][added: 4.0%.]

[removed: We completed] [added: ● We commenced] the development of [removed: two] [added: three] communities [removed: held by unconsolidated joint ventures,] located in [removed: Los Angeles, California] [added: Denver, Colorado, Dublin, California,] and Addison, Texas, with a total of [removed: 533] [added: 878] apartment homes.

[removed: We] [added: ● We] contributed [removed: $120.7] [added: $67.0] million to [removed: seven unconsolidated] [added: four] investments under our Developer Capital Program, which earn preferred returns ranging between [removed: 8.0%] [added: 9.0%] to 12.5%.

[removed: We] [added: ● We] sold [removed: 7,150,000] [added: an additional 7.5 million] shares of common stock [added: in an underwritten public offering] for [removed: aggregate] net proceeds of [removed: $299.8] [added: $349.8] million at a price per share of [removed: $41.98.][added: $46.65.]

Refer to Item 7, [removed: Management’s] [added: _Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations,] [added: Operations,_] for further information on the Company’s and the Operating Partnership’s activities in [removed: 2018.][added: 2019.]

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

| | 1. | [removed: |] Maintaining a Diversified Portfolio and Allocating Capital to Accretive Investment Opportunities |

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

| | 3. | [removed: |] Consistently Driving Operating Excellence |

| | 4. | [removed: |] Advancing a Strong Corporate Culture and Ensuring High Resident Satisfaction |

[removed: Maintaining] [added: Maintaining] a Diversified Portfolio and Allocating Capital to Accretive Investment [removed: Opportunities][added: Opportunities]

| | [removed: · |] [added: ●] | our consolidated apartment portfolio includes [removed: 127] [added: 148] communities located in [removed: 19] [added: 20] markets throughout the U.S., including both [removed: Coastal] [added: coastal] and [removed: Sunbelt] [added: sunbelt] locations; and |

| | [removed: · |] [added: ●] | our mix of urban/suburban communities [added: is approximately 43%/57%] and our mix of A/B quality properties is approximately [removed: 50%/50%.] [added: 57%/43%.] |

[removed: Acquisitions] [added: Acquisitions] and [removed: Dispositions][added: Dispositions]

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

In addition, we have an ownership interest in 5,268 completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including 2,138 apartment homes owned by entities in which we hold preferred equity investments.

At December 31, 2019, the Company was developing three wholly-owned communities totaling 878 homes, none of which have been completed.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | 2019 | | ​ | 2019 | |

| Total | ​ | $ | 1.3700 | ​ | $ | 1.3500 |

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2019 Highlights

| | ● | Total revenues increased 10.1% over the prior year primarily due to communities acquired during 2019 and rent growth. |

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

● We acquired eight communities with a total of 2,919 apartment homes located in Brooklyn, New York, St. Petersburg, Florida, Towson, Maryland, King of Prussia, Pennsylvania, Waltham, Massachusetts, Norwood, Massachusetts, and Englewood, New Jersey, for a total of approximately $911.9 million.

● We acquired two to-be-developed land parcels located in Washington, D.C., and Denver, Colorado, for a total of approximately $40.8 million.

● We increased our ownership interest in two communities from our West Coast Development joint venture with a total of 541 apartment homes, located in Anaheim, California and Seattle, Washington, for a total cash purchase price of approximately $53.5 million after the repayment of joint venture construction financing.

● We increased our ownership interest in one community from our UDR/KFH joint venture with a total of 292 apartment homes, located in Washington, D.C., for a total of $186.8 million and sold our 30% ownership interest in two communities from our UDR/KFH joint venture with a total of 368 apartment homes, located in Arlington, Virginia and Silver Spring, Maryland, for a collective sales price of $118.3 million, resulting in a gain on sale of approximately $10.6 million.

● We acquired the approximately 50% ownership interest not previously owned in 10 UDR/MetLife joint venture operating communities, one development community and four land parcels valued at $1.1 billion, or $564.2 million at our share, and sold our approximately 50% ownership interest in five UDR/MetLife joint venture operating communities valued at $645.8 million, or $322.9 million at our share, to MetLife, and recognized a net gain on sale of $114.9 million at our share.

● We recognized a gain of $5.3 million from the sale of a parcel of land in Los Angeles, California.

| | ● | We issued $1.1 billion of senior unsecured medium-term notes (including a $300.0 million “green bond”) at a weighted average interest rate of 3.2%, and prepaid $700.0 million of senior unsecured medium-term notes at a weighted average interest rate of 4.2%. |

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● We sold 7.0 million shares of common stock for aggregate net proceeds of $312.3 million at a weighted average price per share of $45.29 under our ATM program, and sold 1.3 million shares of common stock through a forward sales agreement for aggregate net proceeds of $63.5 million at a weighted average price per share of $47.41, which was also under our ATM program.

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In addition, we have an ownership interest in 32 communities containing 8,112 apartment homes through unconsolidated joint ventures or partnerships.

As of December 31, 2018, no wholly-owned or unconsolidated joint venture communities were under development.

| | | | | | | |

| | | 2018 | | | 2018 | |

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

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2018 Highlights

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

We completed the development of two wholly-owned communities, located in Huntington Beach, California and Boston, Massachusetts, with a total of 1,101 apartment homes.

We recognized gains on the sale of real estate of $136.2 million from the sale of two communities in Huntington Beach, California and Fairfax, Virginia with a total of 868 apartment homes.

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 prepaid $224.8 million of our secured credit facility and $50.1 million of fixed rate mortgage debt with proceeds from the refinance of a mortgage note payable and proceeds from the issuance of 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.

Thomas W.

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

| | · | | markets where we do not intend to establish a long-term concentration; and |

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

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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.

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

damage in amounts necessary to reimburse us on a replacement cost basis for costs incurred to repair or rebuild each property, including loss of rental income during the reconstruction period.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: Form 10-K][added: Form 10-K]

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

[removed: For] [added: For] the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2018][added: 2019]

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

| [removed: For] [added: For] the transition period [removed: from to] [added: from to] |

[removed: Commission] [added: Commission] file [removed: number 1-10524 (UDR, Inc.)][added: number 1-10524 (UDR, Inc.)]

[removed: Commission] [added: Commission] file [removed: number 333-156002-01 (United] [added: number 333-156002-01 (United] Dominion Realty, [removed: L.P.)][added: L.P.)]

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

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

[removed: (Exact] [added: _(Exact] name of registrant as specified in its [removed: charter)][added: charter)_]

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

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

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

| [removed: incorporation] [added: _incorporation] or [removed: organization)] [added: organization)_] | [removed: Identification No.)] [added: _Identification No.)_] |

[removed: 1745] [added: 1745] Shea Center Drive, Suite [removed: 200, Highlands Ranch, Colorado 80129][added: 200, Highlands Ranch, Colorado 80129]

[removed: (Address] [added: _(Address] of principal executive offices) (zip [removed: code)][added: code)_]

| [removed: Title] [added: Title] of Each [removed: Class] [added: Class] | [removed: Name] [added: Trading Symbol(s) | Name] of Each Exchange on Which [removed: Registered] [added: Registered] |

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

[removed: (Title] [added: _(Title] of [removed: Class)][added: Class)_]

| UDR, Inc. | [added: ​] | Yes ☑ | [added: ​] | No [removed: ☐] [added: ◻] | [added: ​] | [added: ​] |

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

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

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

| UDR, Inc.: | [added: ​] | [added: ​] | [added: ​] |

| Large [removed: accelerated filer ☑] [added: Accelerated Filer þ] | Accelerated [removed: filer ☐] [added: Filer ◻] | [removed: Non-accelerated filer ☐] [added: Non-Accelerated Filer ◻] | Smaller [removed: reporting company ] [added: Reporting Company ☐] |

| [added: ​] | [added: ​] | [added: ​] | Emerging [removed: growth company ] [added: Growth Company ☐] |

| United Dominion Realty, L.P.: | [added: ​] | [added: ​] | [added: ​] |

| Large [removed: accelerated filer ☐] [added: Accelerated Filer ◻] | Accelerated [removed: filer ☐] [added: Filer ◻] | [removed: Non-accelerated filer ☑] [added: Non-Accelerated Filer þ] | Smaller [removed: reporting company ] [added: Reporting Company ☐] |

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

The aggregate market value of the shares of common stock of UDR, Inc. held by non-affiliates on June [removed: 30, 2018] [added: 28, 2019] was approximately [removed: $4.5] [added: $4.9] billion.

As of February [removed: 18, 2019,] [added: 17, 2020,] there were [removed: 275,611,046] [added: 294,631,463] shares of UDR, Inc.’s common stock outstanding.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

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: 2019] [added: 2020] Annual Meeting of Stockholders.

| [added: ​] | [removed: PAGE] [added: PAGE] |

| [removed: [PART I](#PARTI_290523)] [added: [PART I](#PARTI_290523)] | [added: ​] |

| [Item 1B. Unresolved Staff Comments](#Item1BUNRESOLVEDSTAFFCOMMENTS_896565) | [removed: 25] [added: 26] |

| [Item 2. Properties](#Item2PROPERTIES_95714) | [removed: 26] [added: 27] |

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OR

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| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| UDR, Inc. | ​ | Yes þ | ​ | No ◻ | ​ | ​ |

| United Dominion Realty, L.P. | ​ | Yes þ | ​ | No ◻ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| UDR, Inc. | ​ | Yes þ | ​ | No ◻ | ​ | ​ |

| United Dominion Realty, L.P. | ​ | Yes þ | ​ | No ◻ | ​ | ​ |

| ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | Emerging Growth Company ☐ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| UDR, Inc. | ​ | Yes ☐ | ​ | No þ | ​ | ​ |

| United Dominion Realty, L.P. | ​ | Yes ☐ | ​ | No þ | ​ | ​ |

| ​ | ​ |

| ​ | ​ |

| ​ | ​ |

| ​ | ​ |

| ​ | ​ |

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

| | | |

OR

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| | |

| --- | --- |

| | | | | | | |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

| | | | |

This Annual Report on Form 10-K includes financial statements required under Rule 3-09 of Regulation S-X for UDR Lighthouse DownREIT L.P.

Risk Factors.

At December 31, [removed: 2018,] [added: 2019,] our consolidated apartment portfolio included [removed: 127] [added: 148] communities located in [removed: 19] [added: 20] markets, with a total of [removed: 39,931] [added: 47,010] 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: 2018.][added: 2019.]

SUMMARY OF REAL ESTATE PORTFOLIO BY GEOGRAPHIC MARKET AT DECEMBER 31, [removed: 2018][added: 2019]

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

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

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

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

| [removed: WEST REGION] [added: WEST REGION] | | | | | | | | [added: ​] | | [added: ​] | [added: ​] | | | [added: ​] | | | | | |

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

| [removed: NORTHEAST REGION] [added: NORTHEAST REGION] | | [added: ​] | | [added: ​] | | | [added: ​] | | [added: ​] | [added: ​] | | [added: ​] | [added: ​] | | [added: ​] | | | | [added: ​] |

| [removed: SOUTHEAST REGION] [added: SOUTHEAST REGION] | | [added: ​] | | [added: ​] | | | [added: ​] | | [added: ​] | [added: ​] | | [added: ​] | [added: ​] | | [added: ​] | | | | [added: ​] |

| [removed: SOUTHWEST REGION] [added: SOUTHWEST REGION] | | [added: ​] | | [added: ​] | | | [added: ​] | | [added: ​] | [added: ​] | | [added: ​] | [added: ​] | | [added: ​] | | | | [added: ​] |

| [removed: Land] [added: Land] | | — | | — | | 0.7 | % | | [removed: 67,734] [added: 87,615] | [added: ​] | | — | [added: ​] | | | | | | |

| Portland, OR | | 2 | | 476 | | 1.3 | % | | [removed: 49,113] [added: 50,395] | [added: ​] | | — | [added: ​] | | [removed: 103,179] [added: 105,872] | | 96.6 | % | 903 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Orange County, CA | | 12 | | 5,336 | | 12.8 | % | $ | 1,607,866 | ​ | $ | — | ​ | $ | 301,324 | | 95.9 | % | 868 |

| San Francisco, CA | | 11 | | 2,751 | | 7.0 | % | | 881,394 | ​ | | 27,000 | ​ | | 320,390 | | 96.8 | % | 841 |

| Seattle, WA | | 16 | | 2,992 | | 8.4 | % | | 1,063,695 | ​ | | 70,931 | ​ | | 355,513 | | 96.6 | % | 890 |

| Los Angeles, CA | | 4 | | 1,225 | | 3.6 | % | | 458,189 | ​ | | — | ​ | | 374,032 | | 96.6 | % | 967 |

| Monterey Peninsula, CA | | 7 | | 1,565 | | 1.5 | % | | 182,630 | ​ | | — | ​ | | 116,696 | | 96.6 | % | 729 |

| Other Southern California | | 3 | | 817 | | 1.6 | % | | 207,986 | ​ | | 42,698 | ​ | | 254,573 | | 95.8 | % | 1,014 |

| Portland, OR | | 2 | | 476 | | 0.4 | % | | 50,395 | ​ | | — | ​ | | 105,872 | | 96.6 | % | 903 |

| Metropolitan D.C. | | 23 | | 8,305 | | 18.3 | % | | 2,322,872 | ​ | | 252,067 | ​ | | 279,696 | | 97.4 | % | 909 |

| Richmond, VA | | 4 | | 1,358 | | 1.2 | % | | 151,726 | ​ | | — | ​ | | 111,728 | | 97.4 | % | 1,018 |

| Baltimore, MD | | 5 | | 1,597 | | 2.6 | % | | 331,777 | ​ | | 58,600 | ​ | | 207,750 | | 95.3 | % | 938 |

| Orlando, FL | | 9 | | 2,500 | | 1.9 | % | | 233,098 | ​ | | — | ​ | | 93,239 | | 96.4 | % | 946 |

| Nashville, TN | | 8 | | 2,260 | | 1.8 | % | | 220,566 | ​ | | — | ​ | | 97,596 | | 97.5 | % | 933 |

| Tampa, FL | | 9 | | 2,908 | | 3.3 | % | | 411,847 | ​ | | — | ​ | | 141,626 | | 96.6 | % | 979 |

| Other Florida | | 1 | | 636 | | 0.7 | % | | 87,518 | ​ | | — | ​ | | 137,607 | | 96.1 | % | 1,130 |

| New York, NY | | 6 | | 2,318 | | 12.3 | % | | 1,543,545 | ​ | | — | ​ | | 665,895 | | 97.0 | % | 754 |

| Boston, MA | | 11 | | 4,299 | | 13.0 | % | | 1,640,478 | ​ | | 389,639 | ​ | | 381,595 | | 95.1 | % | 987 |

| Philadelphia, PA | ​ | 1 | ​ | 313 | ​ | 0.9 | % | ​ | 107,350 | ​ | ​ | — | ​ | ​ | 342,971 | ​ | 82.7 | % | 1,054 |

| Dallas, TX | | 11 | | 3,864 | | 4.5 | % | | 565,356 | ​ | | 275,524 | ​ | | 146,314 | | 96.3 | % | 868 |

| Austin, TX | | 4 | | 1,272 | | 1.3 | % | | 167,217 | ​ | | — | ​ | | 131,460 | | 97.3 | % | 913 |

| Denver, CO | | 1 | | 218 | | 1.1 | % | | 144,252 | ​ | | — | ​ | | 661,706 | | 94.6 | % | 955 |

| Total Operating Communities | | 148 | | 47,010 | | 98.2 | % | | 12,379,757 | ​ | | 1,116,459 | ​ | $ | 263,343 | | 96.4 | % | 908 |

| Real Estate Under Development (a) | | — | | — | | 0.6 | % | | 69,777 | ​ | | — | ​ | | | | | | |

| Other | | — | | — | | 0.5 | % | | 64,952 | ​ | | 32,982 | ​ | | | | | | |

| Total Real Estate Owned | | 148 | | 47,010 | | 100.0 | % | $ | 12,602,101 | ​ | $ | 1,149,441 | ​ | | | | | | |

| | (a) | As of December 31, 2019, the Company was developing three wholly owned communities with a total of 878 apartment homes, none of which have been completed. |

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

SUMMARY OF REAL ESTATE PORTFOLIO BY GEOGRAPHIC MARKET AT DECEMBER 31, 2019

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

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

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

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

| WEST REGION | | | | | | | | ​ | | | ​ | | | ​ | | | | | |

| Orange County, CA | | 5 | | 3,119 | | 19.3 | % | $ | 746,564 | ​ | $ | — | ​ | $ | 239,360 | | 96.6 | % | 805 |

| San Francisco, CA | | 9 | | 2,185 | | 15.8 | % | | 611,361 | ​ | | 27,000 | ​ | | 279,799 | | 96.7 | % | 829 |

| Seattle, WA | | 5 | | 932 | | 5.9 | % | | 229,423 | ​ | | — | ​ | | 246,162 | | 96.4 | % | 869 |

| Los Angeles, CA | | 2 | | 344 | | 3.0 | % | | 116,446 | ​ | | — | ​ | | 338,506 | | 96.5 | % | 976 |

| Monterey Peninsula, CA | | 7 | | 1,565 | | 4.7 | % | | 182,630 | ​ | | — | ​ | | 116,696 | | 96.6 | % | 729 |

| Other Southern California | | 1 | | 414 | | 1.9 | % | | 75,187 | ​ | | — | ​ | | 181,611 | | 96.7 | % | 989 |

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

| 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 |

| Monterey Peninsula, CA | | 7 | | 1,565 | | 1.7 | % | | 177,687 | | | — | | | 113,538 | | 96.8 | % | 728 |

| 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 | | | | | | | |

| 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 |

| Other Southern California | | 1 | | 414 | | 1.9 | % | | 73,962 | | | — | | | 178,652 | | 96.2 | % | 996 |

| 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 |

| Total Operating Communities | | 52 | | 16,458 | | 100.0 | % | | 3,811,050 | | | 27,000 | | $ | 231,562 | | 96.7 | % | 828 |

| Other | | — | | — | | — | % | | 935 | | | (71) | | | | | | | |

| Total Real Estate Owned | | 52 | | 16,458 | | 100.0 | % | $ | 3,811,985 | | $ | 26,929 | | | | | | | |

On February [removed: 18, 2019,] [added: 17, 2020,] there were [removed: 3,464] [added: 3,255] holders of record of the [removed: 275,611,046] [added: 294,631,463] outstanding shares of our common stock.

We have determined that, for federal income tax purposes, approximately [removed: 61%] [added: 73%] of the distributions for [removed: 2018] [added: 2019] represented ordinary income, less than 1% represented qualified ordinary income, [removed: 5%] [added: 1%] represented long-term capital gain, [removed: 18%] [added: 5%] represented unrecaptured section 1250 gain, and [removed: 16%] [added: 21%] represented nondividend distributions.

Subject to certain adjustments and conditions, each share of the Series E is convertible at any time [removed: and from time to time] at the holder’s option into 1.083 shares of our common stock.

Distributions declared on the Series E for the years ended December 31, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] were [removed: $1.3968] [added: $1.4832] per share, or [removed: $0.3492] [added: $0.3708] per quarter, and [removed: $1.33] [added: $1.3968] per share, or [removed: $0.3322] [added: $0.3492] per quarter, respectively.

At December 31, [removed: 2018,] [added: 2019,] a total of [removed: 2,780,994] [added: 2.8 million] shares of the Series E were outstanding.

We are authorized to issue up to [removed: 20,000,000] [added: 20.0 million] shares of our Series F Preferred Stock (“Series F”).

As of December 31, [removed: 2018,] [added: 2019,] a total of [removed: 15,802,393] [added: 14.7 million] shares of the Series F were outstanding.

As of February [removed: 18, 2019,] [added: 17, 2020,] there were approximately [removed: 2,000] [added: 1,935] participants in the plan.

At December 31, [removed: 2018,] [added: 2019,] there were [removed: 183,636,543] [added: 184.1 million] OP Units outstanding in the Operating Partnership, of which [removed: 174,248,699] [added: 176.2 million] OP Units or [removed: 94.9%] [added: 95.7%] were owned by UDR and affiliated entities and [removed: 9,387,844] [added: 7.9 million] OP Units or [removed: 5.1%] [added: 4.3%] were owned by non-affiliated limited partners.

The following table summarizes all of UDR’s repurchases of shares of common stock under these programs during the quarter ended December 31, [removed: 2018.][added: 2019 (_shares in thousands_):]

| [added: ​] | [added: ​] | | [added: ​] | [added: ​] | | [removed: Total Number] [added: Total Number] | | [removed: Maximum] [added: Maximum] |

| [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [removed: of Shares] [added: of Shares] | [added: ​] | [removed: Number of] [added: Number of] |

| [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [removed: Purchased as] [added: Purchased as] | [added: ​] | [removed: Shares that] [added: Shares that] |

| [added: ​] | [removed: Total] [added: Total] | [added: ​] | [added: ​] | [added: ​] | [added: ​] | [removed: Part of] [added: Part of] | [added: ​] | [removed: May] [added: May] Yet [removed: Be] [added: Be] |

| [added: ​] | [removed: Number of] [added: Number of] | [added: ​] | [removed: Average] [added: Average] | | [added: ​] | [removed: Publicly] [added: Publicly] | [added: ​] | [removed: Purchased] [added: Purchased] |

| [added: ​] | [removed: Shares] [added: Shares] | [added: ​] | [removed: Price Paid] [added: Price Paid] | | [added: ​] | [removed: Announced Plans] [added: Announced Plans] | [added: ​] | [removed: Under] [added: Under] the [removed: Plans] [added: Plans] |

| [removed: Period] [added: Period] | [removed: Purchased] [added: Purchased] | [added: ​] | [removed: per Share] [added: per Share] | | [added: ​] | [removed: or Programs] [added: or Programs] | [added: ​] | [removed: or] [added: or] Programs [removed: (a)] [added: (a)] |

| Beginning Balance | [removed: 10,560,863] [added: 10,561] | [added: ​] | $ | 22.66 | | [removed: 10,560,863] [added: 10,561] | | [removed: 14,439,137] [added: 14,439] |

| October 1, [removed: 2018] [added: 2019] through October 31, [removed: 2018] [added: 2019] | — | [added: ​] | | — | | — | | [removed: 14,439,137] [added: 14,439] |

| November 1, [removed: 2018] [added: 2019] through November 30, [removed: 2018] [added: 2019] | — | [added: ​] | | — | | — | | [removed: 14,439,137] [added: 14,439] |

| December 1, [removed: 2018] [added: 2019] through December 31, [removed: 2018] [added: 2019] | — | [added: ​] | | — | | — | | [removed: 14,439,137] [added: 14,439] |

| [removed: Balance] [added: Balance] as of December 31, [removed: 2018] [added: 2019] | [removed: 10,560,863] [added: 10,561] | [added: ​] | [removed: $] [added: $] | [removed: 22.66] [added: 22.66] | | [removed: 10,560,863] [added: 10,561] | | [removed: 14,439,137] [added: 14,439] |

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

The graph assumes that $100 was invested on December 31, [removed: 2013,] [added: 2014,] in each of our common stock and the indices presented.

| [added: ​] | [added: ​] | [removed: Period Ending] [added: Period Ending] | | | | | | | | | | |

| [removed: Index] [added: Index] | | [removed: 12/31/2013] [added: 12/31/2014] | | [removed: 12/31/2014] [added: 12/31/2015] | | [removed: 12/31/2015] [added: 12/31/2016] | | [removed: 12/31/2016] [added: 12/31/2017] | | [removed: 12/31/2017] [added: 12/31/2018] | | [removed: 12/31/2018] [added: 12/31/2019] |

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

During the three months ended December 31, 2019, we issued less than 0.1 million shares of our common stock upon redemption of OP Units in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- |

​


| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| UDR, Inc. | | 100.00 | | 125.96 | | 126.30 | | 137.81 | | 146.64 | | 178.14 |

| Nareit Equity Apartment Index | | 100.00 | | 116.45 | | 119.78 | | 124.24 | | 128.83 | | 162.74 |

| MSCI U.S. REIT Index | | 100.00 | | 102.52 | | 111.34 | | 116.98 | | 111.64 | | 140.48 |

| S&P 500 Index | | 100.00 | | 101.38 | | 113.51 | | 138.29 | | 132.23 | | 173.86 |

| Nareit Equity REIT Index | | 100.00 | | 103.20 | | 111.99 | | 117.84 | | 112.39 | | 141.61 |

During 2018, we issued a total of 11,011 shares of common stock upon redemption of OP Units.

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


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

| 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 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: 2018.][added: 2019.]

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

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

| [added: ​] | [added: ​] | [removed: Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | |

| [added: ​] | [added: ​] | [removed: (In] [added: (In] thousands, except per share [removed: data] [added: data] | | | | | | | | | | | | | |

| [added: ​] | [added: ​] | [removed: and] [added: and] apartment homes [removed: owned)] [added: owned)] | | | | | | | | | | | | | |

| [added: ​] | | [removed: 2018] [added: 2019] | | | [removed: 2017] [added: 2018] | | | [removed: 2016] [added: 2017] | | | [removed: 2015] [added: 2016] | | | [removed: 2014] [added: 2015] | |

| [removed: OPERATING DATA:] [added: OPERATING DATA:] | | [added: ​] | | | [added: ​] | | | [added: ​] | | | [added: ​] | | | [added: ​] | |

| Rental income | [added: ​] | [added: $ | 1,138,138 | ​ |] $ | 1,035,105 | [added: ​] | $ | 984,309 | [added: ​] | $ | 948,461 | [added: ​] | $ | 871,928 | [removed: | $ | 805,002 |]

| [removed: Income/(loss) from continuing operations (a)] [added: Net income/(loss)] | [added: ​] | | [added: 199,579 | ​ | |] 221,542 | [added: ​] | | 132,655 | [added: ​] | | 320,380 | [added: ​] | | 357,159 | [removed: | | 159,832 |]

| Distributions to preferred stockholders | [added: ​] | | [added: 4,104 | ​ | |] 3,868 | [added: ​] | | 3,708 | [added: ​] | | 3,717 | [added: ​] | | 3,722 | [removed: | | 3,724 |]

| Net income/(loss) attributable to common stockholders | [added: ​] | | [added: 180,861 | ​ | |] 199,238 | [added: ​] | | 117,850 | [added: ​] | | 289,001 | [added: ​] | | 336,661 | [removed: | | 150,610 |]

| Common stock distributions declared | [added: ​] | | [added: 395,113 | ​ | |] 348,079 | [added: ​] | | 331,974 | [added: ​] | | 315,102 | [added: ​] | | 289,500 | [removed: | | 263,503 |]

| Income/(loss) per weighted average common share — basic | [added: ​] | [added: $ | 0.63 | ​ |] $ | 0.74 | [added: ​] | $ | 0.44 | [added: ​] | $ | 1.09 | [added: ​] | $ | 1.30 | [removed: | $ | 0.60 |]

| Income/(loss) per weighted average common share — diluted | [added: ​] | [added: $ | 0.63 | ​ |] $ | 0.74 | [added: ​] | $ | 0.44 | [added: ​] | $ | 1.08 | [added: ​] | $ | 1.29 | [removed: | $ | 0.59 |]

| Weighted average number of Common Shares outstanding — basic | [added: ​] | | [added: 285,247 | ​ | |] 268,179 | [added: ​] | | 267,024 | [added: ​] | | 265,386 | [added: ​] | | 258,669 | [removed: | | 251,528 |]

| Weighted average number of Common Shares outstanding — diluted | [added: ​] | | [added: 286,015 | ​ | |] 269,483 | [added: ​] | | 268,830 | [added: ​] | | 267,311 | [added: ​] | | 263,752 | [removed: | | 253,445 |]

| Weighted average number of Common Shares outstanding, OP Units/DownREIT Units and Common Stock equivalents outstanding — diluted | [added: ​] | | [added: 311,799 | ​ | |] 297,042 | [added: ​] | | 296,672 | [added: ​] | | 295,469 | [added: ​] | | 276,699 | [removed: | | 265,728 |]

| Common stock distributions declared - per share | [added: ​] | [added: $ | 1.37 | ​ |] $ | 1.29 | [added: ​] | $ | 1.24 | [added: ​] | $ | 1.18 | [added: ​] | $ | 1.11 | [removed: | $ | 1.04 |]

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

| Real estate owned, at cost [removed: (b)] [added: (a)] | [added: ​] | [added: $ | 12,602,101 | ​ |] $ | 10,196,159 | [added: ​] | $ | 10,177,206 | [added: ​] | $ | 9,615,753 | [added: ​] | $ | 9,190,276 | [removed: | $ | 8,383,259 |]

| Accumulated depreciation [removed: (b)] [added: (a)] | [added: ​] | | [added: 4,131,353 | ​ | |] 3,654,160 | [added: ​] | | 3,330,166 | [added: ​] | | 2,923,625 | [added: ​] | | 2,646,874 | [removed: | | 2,434,772 |]

| Total real estate owned, net of accumulated depreciation [removed: (b)] [added: (a)] | [added: ​] | | [added: 8,470,748 | ​ | |] 6,541,999 | [added: ​] | | 6,847,040 | [added: ​] | | 6,692,128 | [added: ​] | | 6,543,402 | [removed: | | 5,948,487 |]

| Total assets | [added: ​] | | [added: 9,636,472 | ​ | |] 7,711,728 | [added: ​] | | 7,733,273 | [added: ​] | | 7,679,584 | [added: ​] | | 7,663,844 | [removed: | | 6,828,728 |]

| Secured debt, net [removed: (b)] [added: (a)] | [added: ​] | | [added: 1,149,441 | ​ | |] 601,227 | [added: ​] | | 803,269 | [added: ​] | | 1,130,858 | [added: ​] | | 1,376,945 | [removed: | | 1,354,321 |]

| Unsecured debt, net | [added: ​] | | [added: 3,558,083 | ​ | |] 2,946,560 | [added: ​] | | 2,868,394 | [added: ​] | | 2,270,620 | [added: ​] | | 2,193,850 | [removed: | | 2,210,978 |]

| Total liabilities | [added: ​] | | [added: 5,228,493 | ​ | |] 3,816,211 | [added: ​] | | 3,949,771 | [added: ​] | | 3,673,132 | [added: ​] | | 3,816,797 | [removed: | | 3,810,298 |]

| Total stockholders’ equity | [added: ​] | [added: ​] | [added: 3,358,542 | ​ | ​ |] 2,905,625 | [added: ​] | [added: ​] | 2,825,800 | [added: ​] | [added: ​] | 3,093,110 | [added: ​] | [added: ​] | 2,899,755 | [removed: | | 2,735,097 |]

| Number of Common Shares outstanding | [added: ​] | | [added: 294,588 | ​ | |] 275,546 | [added: ​] | | 267,822 | [added: ​] | | 267,259 | [added: ​] | | 261,845 | [removed: | | 255,115 |]

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

| Total consolidated apartment homes owned (at end of year) | [added: ​] | | [added: 47,010 | ​ | |] 39,931 | [added: ​] | | 39,998 | [added: ​] | | 39,454 | [added: ​] | | 40,728 | [removed: | | 39,851 |]

| Weighted average number of consolidated apartment homes owned during the year | [added: ​] | | [added: 42,579 | ​ | |] 39,406 | [added: ​] | | 39,692 | [added: ​] | | 40,543 | [added: ​] | | 39,501 | [removed: | | 40,644 |]

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

| Cash provided by/(used in) operating activities [removed: (c)] | [added: ​] | [added: $ | 630,704 | ​ |] $ | 560,676 | [added: ​] | $ | 518,915 | [added: ​] | $ | 536,568 | [added: ​] | $ | 457,162 | [removed: | $ | 397,582 |]

| Cash provided by/(used in) investing activities [removed: (c)] | [added: ​] | | [added: (1,686,687) | ​ | |] (113,548) | [added: ​] | | (407,406) | [added: ​] | | (112,720) | [added: ​] | | (265,538) | [removed: | | (299,338) |]

| Cash provided by/(used in) financing activities | [added: ​] | | [added: 880,383 | ​ | |] (260,067) | [added: ​] | | (111,785) | [added: ​] | | (429,282) | [added: ​] | | (201,648) | [removed: | | (113,725) |]

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

| Funds from operations attributable to common stockholders and unitholders — basic | [added: ​] | [added: $ | 629,279 | ​ |] $ | 570,254 | [added: ​] | $ | 538,916 | [added: ​] | $ | 527,096 | [added: ​] | $ | 455,565 | [removed: | $ | 411,702 |]

| Funds from operations attributable to common stockholders and unitholders — diluted | [added: ​] | | [added: 633,383 | ​ | |] 574,122 | [added: ​] | | 542,624 | [added: ​] | | 530,813 | [added: ​] | | 459,287 | [removed: | | 415,426 |]

[removed: | | | Year ended] [added: Year Ended] December [removed: 31, | | | | | | | | | | |][added: 31,]

statements and the notes thereto, and Item 7.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- |

| --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| Balance Sheet Data: | ​ | | | ​ | | | ​ | | | ​ | | | ​ | | |

| Cash Flow Data: | ​ | | | ​ | | | ​ | | | ​ | | | ​ | | |

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

| --- | --- |

| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |

| --- | --- |

Forward-Looking Statements

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

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

Words such as “expects,” “anticipates,” “intends,” “plans,” “likely,” “will,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements.

Such statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

Such factors include, among other things, unfavorable changes in the apartment market, changing economic conditions, the impact of inflation/deflation on rental rates and property operating expenses, expectations concerning the availability of capital and the stability of the capital markets, the impact of competition and competitive pricing, acquisitions, developments and redevelopments not achieving anticipated results, delays in completing developments and redevelopments, delays in completing lease-ups on schedule or at expected rent and occupancy levels, expectations on job growth, home affordability and demand/supply ratio for multifamily housing, expectations concerning development and redevelopment activities, expectations on occupancy levels and rental rates, expectations concerning joint ventures and partnerships with third parties, expectations that automation will help grow net operating income, and expectations on annualized net operating income.

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

| | ● | general economic conditions; |

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

| | ● | risks from climate change that impacts our properties or operations; |

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

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

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

| Income/(loss) from discontinued operations, net of tax | | | — | | | — | | | — | | | — | | | 10 |

| Net income/(loss) | | | 221,542 | | | 132,655 | | | 320,380 | | | 357,159 | | | 159,842 |

| | (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: |

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

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

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

| Income/(loss) from continuing operations - as previously reported | | $ | 89,251 | | $ | 109,529 | | $ | 105,482 | | $ | 16,260 |

| 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: |

| Net cash provided by/(used in) operating activities - as previously reported | | $ | 519,152 | | $ | 536,929 | | $ | 458,627 | | $ | 397,303 |

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

| Net cash provided by /(used in) investing activities - as previously reported | | $ | (407,441) | | $ | (112,277) | | $ | (265,461) | | $ | (298,603) |

| 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) |

| | (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. |

| | (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: |

| Net cash provided by/(used in) operating activities - as previously reported | | $ | 234,463 | | $ | 228,682 | | $ | 226,765 | | $ | 208,032 |

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

| Net cash provided by /(used in) investing activities - as previously reported | | $ | (106,080) | | $ | (9,546) | | $ | 23,583 | | $ | (46,650) |

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

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

The disclosure controls and procedures of the Company and the Operating Partnership are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and [removed: reported] [added: disclosed] within the time periods specified in the SEC’s rules and forms.

As of December 31, [removed: 2018,] [added: 2019,] 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 [removed: Partnership, of the effectiveness of the design and operation of the disclosure controls and procedures of the Company and the Operating Partnership.]

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

Under the supervision and with the participation of the management, the Chief Executive Officer and Chief Financial Officer of the Company, which is the sole general partner of the Operating Partnership, conducted an assessment of the effectiveness of the internal control over financial reporting based on the framework in [removed: Internal] [added: _Internal] Control — Integrated [removed: Framework] [added: 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: 2018.][added: 2019.]

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: 2018.][added: 2019.]

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: 2018,] [added: 2019,] is included under the heading “Report of Independent Registered Public Accounting Firm” of UDR, Inc. contained in this Report.

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

Partnership, of the effectiveness of the design and operation of the disclosure controls and procedures of the Company and the Operating Partnership.

None_._

None.

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 [removed: Meetings,”] [added: Meetings” and] “Executive Officers” [removed: and “Other Matters-Section 16(a) Beneficial Ownership Reporting Compliance”] in UDR, Inc.’s definitive proxy statement (our “definitive proxy statement”) for its [removed: 2019] [added: 2020] Annual Meeting of Stockholders.

Information regarding our codes is available on our website, [removed: www.udr.com,] [added: _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: 2019] [added: 2020] Annual Meeting of Stockholders.

We intend to satisfy the disclosure requirements under Item [removed: 10] [added: 5.05] of Form [removed: 8‑K] [added: 8-K] regarding an amendment to, or a waiver from, a provision of our codes by posting such amendment or waiver on our website.

The information required by this item is incorporated by reference to the information set forth under the headings “Security Ownership of Certain Beneficial Owners and Management,” “Corporate Governance Matters-Board Leadership Structure and Committees-Compensation Committee Interlocks and Insider Participation,” “Executive Compensation,” “Compensation of Directors” and “Executive Compensation-Compensation Committee Report” in the definitive proxy statement for UDR’s [removed: 2019] [added: 2020] 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: 2019] [added: 2020] 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: 2019] [added: 2020] Annual Meeting of Stockholders.

Information regarding related party transactions between UDR and the Operating Partnership is presented in Note [removed: 6, Related] [added: 7, _Related] Party [removed: Transactions,] [added: Transactions_,] of the Consolidated Financial Statements of United Dominion Realty, L.P. referenced in Part IV, Item 15(a) of this Report.

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: 2019] [added: 2020] Annual Meeting of Stockholders.

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

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

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

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

The Commission file number for UDR, Inc.’s Exchange Act filings referenced below is [removed: 1‑10524.][added: 1-10524.]

The Commission file number for United Dominion Realty, L.P.’s Exchange Act filings is [removed: 333‑156002‑01.][added: 333-156002-01.]

| [removed: Exhibit] [added: Exhibit] | | [removed: Description] [added: Description] | [added: ​] | [removed: Location] [added: Location] |

| 2.01 | [added: ​] | [Partnership Interest Purchase and Exchange Agreement dated as of September 10, 1998, by and between UDR, Inc., United Dominion Realty, L.P., American Apartment Communities Operating Partnership, L.P., AAC Management LLC, Schnitzer Investment Corp., Fox Point Ltd. and James D. Klingbeil including as an exhibit thereto the proposed form of the Third Amended and Restated Limited Partnership Agreement of United Dominion Realty, L.P.](http://www.sec.gov/Archives/edgar/data/74208/0000916641-98-001055.txt) | [added: ​] | Exhibit 2(d) to UDR, Inc.’s Form [removed: S‑3] [added: S-3] Registration Statement (Registration No. [removed: 333‑64281)] [added: 333-64281)] filed with the Commission on September 25, 1998. |

| 2.02 | [added: ​] | [Agreement of Purchase and Sale dated as of August 13, 2004, by and between United Dominion Realty, L.P., a Delaware limited partnership, as Buyer, and Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a California limited partnership, Essex Hunt Club Apartments, L.P., a California limited partnership, and the other signatories named as Sellers therein.](http://www.sec.gov/Archives/edgar/data/74208/000103570404000580/d18715exv2w1.txt) | [added: ​] | Exhibit 2.1 to UDR, Inc.’s Current Report on Form [removed: 8‑K] [added: 8-K] dated September 28, 2004 and filed with the Commission on September 29, 2004. |

| 2.03 | [added: ​] | [First Amendment to Agreement of Purchase and Sale dated as of September 29, 2004, by and between United Dominion Realty, L.P., a Delaware limited partnership, as Buyer, and Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a California limited partnership, Essex Hunt Club Apartments, L.P., a California limited partnership, and the other signatories named as Sellers therein.](http://www.sec.gov/Archives/edgar/data/74208/000095013404014559/d18849exv2w2.txt) | [added: ​] | Exhibit 2.2 to UDR, Inc.’s Current Report on Form [removed: 8‑K] [added: 8-K] dated September 29, 2004 and filed with the Commission on October 5, 2004. |

| 2.04 | [added: ​] | [Second Amendment to Agreement of Purchase and Sale dated as of October 26, 2004, by and between United Dominion Realty, L.P., a Delaware limited partnership, as Buyer, and Essex The Crest, L.P., a California limited partnership, Essex El Encanto Apartments, L.P., a California limited partnership, Essex Hunt Club Apartments, L.P., a California limited partnership, and the other signatories named as Sellers therein.](http://www.sec.gov/Archives/edgar/data/74208/000103570404000659/d19477a1exv2w3.txt) | [added: ​] | Exhibit 2.3 to UDR, Inc.’s Current Report on Form [removed: 8‑K/A] [added: 8-K/A] dated September 29, 2004 and filed with the Commission on November 1, 2004. |

| 2.05 | [added: ​] | [Agreement of Purchase and Sale dated as of January 23, 2008, by and between UDR, Inc., United Dominion Realty, L.P., UDR Texas Properties LLC, UDR Western Residential, Inc., UDR South Carolina Trust, UDR Ohio Properties, LLC, UDR of Tennessee, L.P., UDR of NC, Limited Partnership, Heritage Communities L.P., Governour’s Square of Columbus Co., Fountainhead Apartments Limited Partnership, AAC Vancouver I, L.P., AAC Funding Partnership III, AAC Funding Partnership II and DRA Fund VI LLC.](http://www.sec.gov/Archives/edgar/data/74208/000103570408000045/d53332exv2w1.htm) | [added: ​] | Exhibit 2.1 to UDR, Inc.’s Current Report on Form [removed: 8‑K] [added: 8-K] dated January 23, 2008 and filed with the Commission on January 29, 2008. |

| 2.06 | [added: ​] | [First Amendment to Agreement of Purchase and Sale dated as of February 14, 2008, by and between UDR, Inc., United Dominion Realty, L.P., UDR Texas Properties LLC, UDR Western Residential, Inc., UDR South Carolina Trust, UDR Ohio Properties, LLC, UDR of Tennessee, L.P., UDR of NC, Limited Partnership, Heritage Communities L.P., Governour’s Square of Columbus Co., Fountainhead Apartments Limited Partnership, AAC Vancouver I, L.P., AAC Funding Partnership III, AAC Funding Partnership II and DRA Fund VI LLC.](http://www.sec.gov/Archives/edgar/data/74208/000129993308002301/exhibit1.htm) | [added: ​] | Exhibit 2.2 to UDR, Inc.’s Current Report on Form [removed: 8‑K/A] [added: 8-K/A] dated March 3, 2008 and filed with the Commission on May 2, 2008. [added: ​] |

| 2.07 | [added: ​] | [Contribution Agreement by and among Home Properties, L.P., UDR, Inc., United Dominion Realty, L.P. and LSREF 4 Lighthouse Acquisitions, LLC, dated June 22, 2015 (UDR, Inc. and United Dominion Realty, L.P. have omitted certain schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K and shall furnish supplementally to the Commission copies of any of the omitted schedules and exhibits upon request by the Commission.)](http://www.sec.gov/Archives/edgar/data/74208/000007420815000045/a8-k6x22x15xexhibit21xcont.htm) | [added: ​] | Exhibit 2.1 to UDR, Inc.’s Current Report on Form [removed: 8‑K] [added: 8-K] dated and filed with the Commission on June 22, 2015. |

| 2.08 | [added: ​] | [Amendment Agreement, dated as of August 27, 2015, by and among UDR, Inc., United Dominion Realty, L.P., Home Properties, Inc., Home Properties, L.P., LSREF4 Lighthouse Acquisitions, LLC LSREF4 Lighthouse Corporate Acquisitions, LLC and LSREF4 Lighthouse Operating Acquisitions, LLC.](http://www.sec.gov/Archives/edgar/data/74208/000007420815000105/ex21home-amendmentagreement.htm) | [added: ​] | Exhibit 2.1 to UDR, Inc.’s Quarterly Report on Form [removed: 10‑Q] [added: 10-Q] for the quarter ended September 30, 2015. |

| 3.01 | [added: ​] | [Articles of Restatement of UDR, Inc.](http://www.sec.gov/Archives/edgar/data/74208/000103570405000400/d27114exv3w09.htm) | [added: ​] | Exhibit 3.09 to UDR, Inc.’s Current Report on Form [removed: 8‑K] [added: 8-K] dated July 27, 2005 and filed with the Commission on August 1, 2005. |

| 3.02 | [added: ​] | [Articles of Amendment to the Articles of Restatement of UDR, Inc. dated and filed with the State Department of Assessments and Taxation of the State of Maryland on March 14, 2007.](http://www.sec.gov/Archives/edgar/data/74208/000095013407005788/d44559exv3w2.htm) | [added: ​] | Exhibit 3.2 to UDR, Inc.’s Current Report on Form [removed: 8‑K] [added: 8-K] dated March 14, 2007 and filed with the Commission on March 15, 2007. |

| 3.03 | [added: ​] | [Articles of Amendment to the Articles of Restatement of UDR, Inc. dated August 30, 2011 and filed with the State Department of Assessments and Taxation of the State of Maryland on August 31, 2011.](http://www.sec.gov/Archives/edgar/data/74208/000095012311081963/d84450exv3w1.htm) | [added: ​] | Exhibit 3.1 to UDR, Inc.’s Current Report on Form [removed: 8‑K] [added: 8-K] dated August 29, 2011 and filed with the Commission on September 1, 2011. |

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

| 3.05 | [added: ​] | [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) | [added: ​] | Exhibit 3.4 to UDR, Inc.’s Form [removed: 8‑A] [added: 8-A] Registration Statement dated and filed with the Commission on May 30, 2007. |

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

| 3.07 | [added: ​] | [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) | [added: ​] | Exhibit 3.4 to United Dominion Realty, L.P.’s Post-Effective Amendment No. 1 to Registration Statement on Form [removed: S‑3] [added: S-3] dated and filed with the Commission on October 15, 2010. |

| 3.08 | [added: ​] | [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) | [added: ​] | Exhibit 10.23 to UDR, Inc.’s Annual Report on Form [removed: 10‑K] [added: 10-K] for the year ended December 31, 2003. |

| 3.09 | [added: ​] | [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) | [added: ​] | Exhibit 10.06 to UDR, Inc.’s Quarterly Report on Form [removed: 10‑Q] [added: 10-Q] for the quarter ended June 30, 2005. |

| 3.10 | [added: ​] | [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) | [added: ​] | Exhibit 10.6 to UDR, Inc.’s Quarterly Report on Form [removed: 10‑Q] [added: 10-Q] for the quarter ended March 31, 2006. |

| 3.11 | [added: ​] | [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) | [added: ​] | Exhibit 99.1 to UDR, Inc.’s Quarterly Report on Form [removed: 10‑Q] [added: 10-Q] for the quarter ended September 30, 2009. |

| 3.12 | [added: ​] | [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) | [added: ​] | Exhibit 10.25 to UDR, Inc.’s Annual Report on Form [removed: 10‑K] [added: 10-K] for the year ended December 31, 2007. |

| 3.13 | [added: ​] | [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) | [added: ​] | Exhibit 10.53 to UDR, Inc.’s Annual Report on Form [removed: 10‑K] [added: 10-K] for the year ended December 31, 2008. |

| 3.14 | [added: ​] | [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) | [added: ​] | Exhibit 10.1 to UDR, Inc.’s Current Report on Form [removed: 8‑K] [added: 8-K] dated December 9, 2008 and filed with the Commission on December 10, 2008. |

| 3.15 | [added: ​] | [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) | [added: ​] | Exhibit 10.1 to UDR, Inc.’s Current Report on Form [removed: 8‑K] [added: 8-K] dated March 18, 2009 and filed with the Commission on March 19, 2009. |

| 3.16 | [added: ​] | [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) | [added: ​] | Exhibit 10.1 to UDR, Inc.’s Current Report on Form [removed: 8‑K] [added: 8-K] dated and filed with the Commission on November 18, 2010. |

| 3.17 | [added: ​] | [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) | [added: ​] | Exhibit 10.1 to UDR, Inc.’s Current Report on Form [removed: 8‑K] [added: 8-K] dated December 4, 2015 and filed with the Commission on December 10, 2015. |

| 3.18 | | [Tenth Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of October 29, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/74208/000007420815000111/ex101-12042015xninthamendm.htm)] [added: 2018](http://www.sec.gov/Archives/edgar/data/74208/000007420818000089/c208-20180930ex3186065fb.htm).] | [added: ​] | Exhibit 3.18 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018. |

| 4.01 | [added: ​] | [Form of UDR, Inc. Common Stock Certificate.](http://www.sec.gov/Archives/edgar/data/74208/000095013407005788/d44559exv4w1.htm) | [added: ​] | Exhibit 4.1 to UDR, Inc.’s Current Report on Form [removed: 8‑K] [added: 8-K] dated March 14, 2007 and filed with the Commission on March 15, 2007. |

| 4.02 | [added: ​] | [Senior Indenture dated as of November 1, 1995, by and between UDR, Inc. and First Union National Bank of Virginia, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/74208/0000916641-96-000681.txt) | [added: ​] | Exhibit 4(ii)(h)(1) to UDR, Inc.’s Quarterly Report on Form [removed: 10‑Q] [added: 10-Q] for the quarter ended June 30, 1996. |

| 4.03 | [added: ​] | [Supplemental Indenture dated as of June 11, 2003, by and between UDR, Inc. and Wachovia Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/74208/000103570404000317/d16226exv4w03.txt) | [added: ​] | Exhibit 4.03 to UDR, Inc.’s Current Report on Form [removed: 8‑K] [added: 8-K] dated June 17, 2004 and filed with the Commission on June 18, 2004. |

| 4.04 | [added: ​] | [Subordinated Indenture dated as of August 1, 1994 by and between UDR, Inc. and Crestar Bank, as trustee.](http://www.sec.gov/Archives/edgar/data/74208/0000916641-95-000394.txt) | [added: ​] | Exhibit 4(i)(m) to UDR, Inc.’s Form [removed: S‑3] [added: S-3] Registration Statement (Registration No. [removed: 33‑64725)] [added: 33-64725)] filed with the Commission on November 15, 1995. |

| 4.05 | [added: ​] | [Form of UDR, Inc. Senior Debt Security.](http://www.sec.gov/Archives/edgar/data/74208/0000916641-95-000394.txt) | [added: ​] | Exhibit 4(i)(n) to UDR, Inc.’s Form [removed: S‑3] [added: S-3] Registration Statement (Registration No. [removed: 33‑64725)] [added: 33-64725)] filed with the Commission on November 15, 1995. |

| 4.06 | [added: ​] | [Form of UDR, Inc. Subordinated Debt Security.](http://www.sec.gov/Archives/edgar/data/74208/0000916641-94-000077.txt) | [added: ​] | Exhibit 4(i)(p) to UDR, Inc.’s Form [removed: S‑3] [added: S-3] Registration Statement (Registration No. [removed: 33‑55159)] [added: 33-55159)] filed with the Commission on August 19, 1994. |

| 4.07 | [added: ​] | [Form of UDR, Inc. Fixed Rate Medium-Term Note, Series A.](http://www.sec.gov/Archives/edgar/data/74208/000095013407006389/d44850exv4w01.htm) | [added: ​] | Exhibit 4.01 to UDR, Inc.’s Current Report on Form [removed: 8‑K] [added: 8-K] dated March 20, 2007 and filed with the Commission on March 22, 2007. |

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1.

Financial Statements.

2.

Financial Statement Schedules.

3.

Exhibits.

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| 10.13 | | [First Amended and Restated Credit Agreement, dated as of September 27, 2018, by and among UDR, Inc., as borrower, and the lenders and agents party thereto.](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 September 27, 2018 and filed with the Commission on October 1, 2018. |

| 10.14 | | [Guaranty of United Dominion Realty, L.P., dated as of September 27, 2018, with respect to the Credit Agreement, dated as of September 27, 2018.](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 September 27, 2018 and filed with the Commission on October 1, 2018. |

| 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. |

| 10.20* | | [Notice of Class 2 LTIP Unit Award](http://www.sec.gov/Archives/edgar/data/74208/000007420816000140/exhibit1023-12312015.htm) | | Exhibit 10.23 to UDR, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2015. |

| 99.1 | | [UDR Lighthouse DownREIT L.P. financial statements as required under Rule 3‑09 of Regulation S-X.](https://www.sec.gov/Archives/edgar/data/74208/000007420819000028/c208-20181231ex991587fd9.htm) | | Filed herewith. |