UDR (UDR) 10-K risk factor changes: FY2021 vs FY2020

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

At December 31, [removed: 2020,] [added: 2021,] our consolidated real estate portfolio consisted of [removed: 149] [added: 160] communities located in 21 markets, consisting of [removed: 48,283] [added: 53,229] 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: 5,295] [added: 6,570] completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including [removed: 2,165] [added: 3,733] apartment homes owned by entities in which we hold preferred equity investments.

At December 31, [removed: 2020,] [added: 2021,] the Company was developing five wholly-owned communities totaling [removed: 1,378] [added: 1,417] homes, [removed: 202] [added: none] of which have been completed.

At December 31, [removed: 2020, the Operating Partnership’s] [added: 2021, our] consolidated real estate portfolio included [removed: 53] [added: 160] communities [removed: located in 15 markets,] with a total of [removed: 17,174] [added: 53,229] completed apartment homes.

In [removed: 2020,] [added: 2021,] we declared total distributions of [removed: $1.44] [added: $1.45] per common share and paid dividends of [removed: $1.4225] [added: $1.4475] per common share.

| First Quarter | ​ | $ | [removed: 0.3600] [added: 0.3625] | ​ | $ | [removed: 0.3425] [added: 0.3600] |

| Second Quarter | ​ | | [removed: 0.3600] [added: 0.3625] | ​ | | [removed: 0.3600] [added: 0.3625] |

| Third Quarter | ​ | | [removed: 0.3600] [added: 0.3625] | ​ | | [removed: 0.3600] [added: 0.3625] |

| Fourth Quarter | ​ | | [removed: 0.3600] [added: 0.3625] | ​ | | [removed: 0.3600] [added: 0.3625] |

As of February [removed: 16, 2021,] [added: 11, 2022,] we had [removed: 1,263] [added: 1,219] full-time associates and [removed: 8] [added: 10] part-time associates, all of whom were employed by UDR.

Of such number [removed: 994] [added: 815] associates are employed in roles that are located at or that are solely related to our communities and the remainder are employed in corporate roles.

Attracting, developing, and retaining [removed: high-quality,] [added: high-quality] and diverse associates [removed: across our business is] [added: are] critical to the long-term success of [removed: the] [added: our] Company.

We [added: also] use [removed: a number of] [added: various] recruiting methods depending on [removed: the] job [removed: function for which candidates are needed] [added: function,] including an associate referral program, internet-based recruiting platforms, and third-party recruiting agencies.

With respect to compensation, we utilize market surveys and other [removed: third party] [added: third-party] information when determining salary [removed: ranges] [added: ranges,] and we design our compensation programs to include bonus potential [removed: in order] to incentivize performance.

[removed: The] [added: These] results [removed: of our evaluation and analysis] are provided annually to our Board of Directors.

We believe that training is important to our associates’ job satisfaction, is essential to furthering their effectiveness, and [removed: assists] [added: helps] in [removed: associate] career advancement and [added: associate] retention, helping us to create a more efficient workforce.

In addition to [removed: required] training designed to address regulatory and statutory matters (e.g., harassment, cybersecurity, fair housing, etc.), associates have the option of participating in management development through our Certified Manager and Career Mobility Programs.

Certifications are important in the apartment [removed: business] [added: business,] and we encourage our associates to become professionally certified in areas that interest them and are beneficial to the Company.

As of December 31, [removed: 2020,] [added: 2021,] our total workforce is [removed: 61%] [added: 59%] male and [removed: 39%] [added: 41%] female.

The ethnicity of our workforce is [removed: 55%] [added: 56%] White, 26% Hispanic/Latino, [removed: 11%] [added: 10%] Black, 3% Asian and 5% Other.

As of December 31, [removed: 2020,] [added: 2021,] our management team (associates with the title of community director or director and higher job classifications) is [removed: 45%] [added: 53%] male and [removed: 55%] [added: 47%] female.

Over the three-year period ending December 31, [removed: 2020, 740] [added: 2021, 642] associates were promoted.

Of the associates that were promoted to the positions of community director, director, or a higher job classification during the period, [removed: 60%] [added: 51%] were female and [removed: 15%] [added: 22%] were non-White.

We conduct an associate engagement survey every two [added: to three] years, which surveys all associates on a variety of issues.

While the COVID-19 pandemic negatively affected the program in 2020, we [removed: intend] [added: were able] to [removed: continue] [added: re-implement] it [removed: when we are able.][added: on a limited basis in 2021.]

The safety, health and wellness of our associates is a top [removed: priority.][added: priority for our associates.]

| | [removed: ●] [added: •] | [removed: provided flexible] [added: Flexible] work [removed: arrangements;] [added: schedules] |

In addition, in connection with on-going efforts with respect to associate health and well-being in 2020, we [removed: created and] distributed to all associates a brochure setting forth the mental health programs that our associates may access.

Our S_ame-Store Communities_ segment represents those communities acquired, developed, and stabilized prior to January 1, [removed: 2019,] [added: 2020,] and held as of December 31, [removed: 2020.][added: 2021.]

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

| | ● | own and operate [added: a diversified portfolio of] apartments in [removed: high barrier-to-entry markets,] [added: targeted markets in the United States,] which are characterized by [removed: limited land for new construction, difficult and lengthy entitlement processes, low] [added: strong total income growth, high working age population growth, relatively robust rental versus] single-family home affordability and [removed: strong employment growth potential,] [added: measured new supply growth,] thus enhancing stability and predictability of returns to our stockholders; |

| | ● | manage our capital structure to [removed: help] [added: provide a low relative cost of capital to] enhance [added: profitability and] predictability of liquidity, earnings and dividends. |

● In July [removed: 2020,] [added: 2021,] the Company marked its [removed: 48th] [added: 49th] year as a REIT and, in [removed: October 2020,] [added: November 2021,] paid its [removed: 192nd] [added: 196th] consecutive quarterly dividend.

The Company’s annualized declared [removed: 2020] [added: 2021] dividend of [removed: $1.44] [added: $1.45] represented a [removed: 5.1%] [added: 0.7%] increase over the previous year.

| | ● | Net income attributable to common stockholders was [removed: $60.0] [added: $145.8] million as compared to [removed: $180.9] [added: $60.0] million in the prior year. The [removed: decrease] [added: increase] was primarily driven by [removed: an increase in depreciation expense and interest expense in 2020 and a decrease in gains on the sale of unconsolidated real estate in 2020, partially offset by] higher total net operating income [removed: (“NOI”) in 2020 and] [added: (“NOI”),] higher gains [removed: on the sale] [added: from dispositions] of real [removed: estate in 2020.] [added: estate, higher investment income from unconsolidated entities primarily due to unrealized gains from SmartRent, Inc. (“SmartRent”), a portfolio investment of an unconsolidated fund, becoming a public company, lower interest expense primarily due to lower debt extinguishment costs and lower interest rates partially offset by higher debt balances.] |

| | ● | Total revenues increased [removed: 7.7% and total NOI increased 5.6%] [added: 4.0%] over the prior year primarily due to communities acquired during [added: 2021 and] 2020 and [removed: 2019, partially offset by negative] [added: overall] rent [removed: growth in the San Francisco, New York, and Boston markets.] [added: growth.] |

● We acquired [removed: one] [added: a] to-be-developed [removed: land] parcel [added: of land] located in [removed: King of Prussia, Pennsylvania,] [added: Tampa, Florida,] for [removed: a total of] approximately [removed: $16.2] [added: $6.6] million.

● We recognized gains of [removed: $119.3] [added: $136.1] million from the sale of [removed: three] [added: two] operating communities located in [removed: Kirkland, Washington, Bellevue, Washington, and Alexandria, Virginia.][added: Anaheim, California.]

● We contributed [removed: $66.3] [added: $64.6] million to [removed: four] [added: three] investments under our Developer Capital Program, which earn preferred returns ranging between [removed: 8.5% to 13.0%.][added: 9.0% and 9.7%.]

| ​ | ​ | 2021 | | ​ | 2021 | |

| Total | ​ | $ | 1.4500 | ​ | $ | 1.4475 |

As of December 31, 2021, there were 186.1 million units in the Operating Partnership (“OP Units”) outstanding, of which 176.2 million OP Units (including 0.1 million of general partnership units), or 94.7%, were owned by UDR and 9.9 million OP Units, or 5.3%, were owned by outside limited partners.

As of December 31, 2021, there were 32.4 million units in the DownREIT Partnership (“DownREIT Units”) outstanding, of which 20.6 million, or 63.6%, were owned by UDR and its subsidiaries and 11.8 million, or 36.4%, were owned by outside limited partners.

The consolidated financial statements of UDR include the noncontrolling interests of the unitholders in the Operating Partnership and DownREIT Partnership.

Implementing fair, non-biased compensation practices is our starting point.

In addition, we evaluate gender- and diversity-based job-title-specific compensation metrics quarterly to actively monitor pay equity, identify areas for improvement and as part of the Company’s on-going Next Generation Platform implementation.

*​*

*​*

In aggregate, our associates engaged in 24,422 hours of training in 2021, or an average of 20 hours per associate.

In addition, we enhanced our controls around required training to ensure that associates complete these courses in a timely manner.

As of our 2021 year end measurement, 91% of associates completed annual technology IT security training, 99% of associates completed fair housing training, 96% of associates completed annual harassment training, 97% of associates completed diversity and inclusion training, and 95% of associates completed our annual business ethics training.

*​*

*​*

The results of our 2021 survey showed that 94% of associates feel that they can build relationships with colleagues, 89% of associates feel that they are treated fairly and 87% of associates feel that they can succeed and thrive at work.

*​*

The COVID-19 pandemic provided unique challenges to the Company.

In response, we developed a number of integrated policies and programs since the beginning of the pandemic to help ensure the safety and well-being of our associates:

| | • | Personal Protective Equipment |

| | • | Additional time off for COVID-related matters |

| | • | One-time bonuses |

| | • | Work-from-home options |

| | • | Vacation buy-out programs |

| | • | Mental wellness programs |

These policies and programs have continued to evolve as the landscape has changed during the pandemic.

In early 2021, we rolled out access to a confidential on-demand behavioral health support mobile application, providing associates 24/7 access to a care team comprised of coaches and mental health professionals through text-based chats and self-guided activities at no cost to the associate.

2021 Highlights

| | ● | We achieved Same-Store revenue growth of 1.5% and Same-Store NOI growth of 0.5%. |

● We previously had a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million.

The note was secured by a parcel of land and related land improvements located in Alameda, California.

The developer defaulted on the loan, and as a result of the default, we took title to the property pursuant to a deed in lieu of foreclosure.

● We commenced the development of one community located in Addison, Texas, with a total of 405 apartment homes.

● We acquired or increased our ownership interest in twelve operating communities with a total of 5,426 apartment homes located in markets within which we already operate for a combined purchase price of approximately $1.5 billion.

| | ● | We assumed three fixed rate mortgage notes payable with an aggregate outstanding balance of $183.3 million and a fair value of $201.3 million in connection with the acquisition of three operating properties, which carry a weighted average interest rate of 3.93%. |

| | ● | We entered into an amended and restated credit agreement, which increased our maximum aggregate borrowing capacity on our unsecured revolving credit facility to $1.3 billion from $1.1 billion, extended the maturity date to January 31, 2026, with two six-month extensions, and lowered the margin range for the interest rate. The amended agreement also extended the maturity date of our $350.0 million unsecured term loan to January 31, 2027 and lowered the margin range for the interest rate. |

● We amended our Working Capital Credit Facility to extend the maturity date from January 14, 2022 to January 12, 2024 and lowered the margin range for the interest rate.

● We issued $300.0 million of 2.10% senior unsecured medium-term notes due June 15, 2033.

The proceeds were used to redeem all of our $300.0 million 4.00% senior unsecured medium-term notes due October 2025.

● We issued an additional $200.0 million of our 3.00% medium-term notes due 2031.

This was a further issuance of and forms a single series with the $400.0 million aggregate principal amount of our 2031 Notes that were issued in August 2019.

The high barrier-to-entry markets are characterized by limited land for new construction, difficult and lengthy entitlement processes, low single-family home affordability and strong employment growth potential.

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

During the year ended December 31, 2020, rental revenues of the Operating Partnership represented approximately 35% of our total rental revenues.

| ​ | ​ | 2020 | | ​ | 2020 | |

| Total | ​ | $ | 1.4400 | ​ | $ | 1.4225 |

The Operating Partnership is the successor-in-interest to United Dominion Realty, L.P., a limited partnership formed under the laws of Virginia, which commenced operations in 1995.

The Operating Partnership was redomiciled in 2004 as a Delaware limited partnership.

A crucial factor in ensuring this occurs is compensation practices that are attractive and that are fair and non-biased.

In addition, we annually evaluate and analyze our compensation on gender and diversity bases for each job title in order to monitor pay equity and to identify areas for further action.

Our training program also includes annual “refreshment” training, as appropriate.

In 2020, we enhanced our training through creating a better process to ensure required training is taken in a timely manner and by increasing or modifying training availability and training programs, including in the areas of safety and cybersecurity.

In our 2019 survey, the results showed that 97% of associates are proud to work at the Company, 87% of associates feel that people from diverse backgrounds can succeed at the Company, and 84% of associates feel that the Company is innovative.

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

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

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

Among other things, we have:

| | ● | asked all associates not to come to work (and to work remotely, if possible) when they experienced or have been in contact with others who experienced signs or symptoms of a possible COVID-19 infection; |

| | ● | provided up to two weeks of paid time off if an associate had an absence due to having COVID-19 symptoms or a COVID-19 diagnosis or are caring for others who have COVID-19 symptoms or a COVID-19 diagnosis; |

| | ● | provided a one-time bonus for the front-line associates at our communities; |

| | ● | increased communication internally, including frequent calls or webinars with our associates and our Chairman and Chief Executive Officer; and |

| | ● | offered a vacation buy-back program twice during 2020 whereby associates could sell a portion of their accrued but unused vacation back to the Company. |

2020 Highlights

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

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

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

● Our full investment in one Development Capital Program investment was repaid, which earned an 11.0% preferred return.

We received cash of $53.7 million, consisting of our investment of $38.6 million and contractually accrued interest of $15.1 million.

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

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

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

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

We have received, and continue to receive, more

In addition, we have seen an increase in tenant rent concessions compared to prior year periods, as discussed further below.

We also have experienced an increase in resident move-outs and turnover on an annualized basis.

With respect to leasing activities, leasing traffic and visits by potential residents had decreased during much of the year; however, they increased during the quarter ended December 31, 2020 as compared to the same quarter in 2019.

Our percentage of leases entered into with a prospective tenant has increased year over year.

While our cash rent collections in November, December, and January showed marginal declines versus October, this slight seasonal deterioration is consistent with historical collection trends in prior years.

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

| | ● | whether it is located in a high barrier-to-entry market; |

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

For the fiscal year ended December 31, [removed: 2020][added: 2021]

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

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

The aggregate market value of the shares of common stock of UDR, Inc. held by non-affiliates on June 30, [removed: 2020] [added: 2021] was approximately [removed: $5.8] [added: $9.5] billion.

As of February [removed: 16, 2021,] [added: 11, 2022,] there were [removed: 296,820,995] [added: 318,264,646] 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: 2020] [added: 2022] Annual Meeting of Stockholders.

| [Item 1B. Unresolved Staff Comments](#Item1BUNRESOLVEDSTAFFCOMMENTS_896565) | [removed: 31] [added: 32] |

| [Item 3. Legal Proceedings](#Item3LEGALPROCEEDINGS_348868) | [removed: 33] [added: 32] |

| [Item 6. [removed: Selected Financial Data](#Item6SELECTEDFINANCIALDATA_894695)] [added: \[Reserved\]](#Item6SELECTEDFINANCIALDATA_894695)] | 36 |

| [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](#Item7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [removed: 67] [added: 58] |

| [Item 8. Financial Statements and Supplementary Data](#Item8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | [removed: 67] [added: 58] |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [removed: 67] [added: 58] |

| [Item 9A. Controls and Procedures](#Item9ACONTROLSANDPROCEDURES_165525) | [removed: 67] [added: 58] |

| [Item 9B. Other Information](#Item9BOTHERINFORMATION_382828) | [removed: 68] [added: 59] |

| [Item 10. Directors, Executive Officers and Corporate Governance](#Item10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [removed: 69] [added: 60] |

| [Item 11. Executive Compensation](#Item11EXECUTIVECOMPENSATION_1191) | [removed: 69] [added: 60] |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [removed: 69] [added: 60] |

| [Item 13. Certain Relationships and Related Transactions, and Director Independence](#Item13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [removed: 69] [added: 60] |

| [Item 14. Principal Accountant Fees and Services](#Item14PRINCIPALACCOUNTANTFEESANDSERVICES) | [removed: 69] [added: 60] |

| [Item 15. Exhibits, Financial Statement Schedules](#Item15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | [removed: 70] [added: 61] |

| [Item 16. Form 10-K Summary](#Item16FORM10KSUMMARY_948218) | [removed: 78] [added: 69] |

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

● general [added: market and] economic conditions;

Yes ⌧ No ◻

Yes ☐ No ⌧

Yes ⌧ No ◻

Yes ⌧ No ◻

Yes ☒ No ◻

Yes ☐ No ⌧

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#Item9CDISCLOSUREREGARDING) | 59 |

| ​ | ​ |

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

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

Commission file number 333-156002-01 (United Dominion Realty, L.P.)

United Dominion Realty, L.P.

| Delaware (United Dominion Realty, L.P.) | 54-1776887 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

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

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

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

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

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

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

| UDR, Inc.: | ​ | ​ | ​ |

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

| United Dominion Realty, L.P.: | ​ | ​ | ​ |

| Large Accelerated Filer ◻ | Accelerated Filer ◻ | Non-Accelerated Filer þ | Smaller Reporting Company ☐ |

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

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

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

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

EXPLANATORY NOTE

This Report combines the annual reports on Form 10-K for the fiscal year ended December 31, 2020 of UDR, Inc., a Maryland corporation, and United Dominion Realty, L.P., a Delaware limited partnership, of which UDR, Inc. is the parent company and sole general partner.

Unless the context otherwise requires, the references in this Report to the “Operating Partnership” or the “OP” refer to United Dominion Realty, L.P., together with its consolidated subsidiaries.

“Common stock” refers to the common stock of UDR and “stockholders” means the holders of shares of UDR’s common stock and preferred stock.

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

There are a number of differences between the Company and the Operating Partnership, which are reflected in our disclosures in this Report.

UDR is a real estate investment trust (“REIT”), whose most significant asset is its ownership interest in the Operating Partnership.

UDR also conducts business through other subsidiaries, including its taxable REIT subsidiary (“TRS”).

UDR acts as the sole general partner of the Operating Partnership, holds interests in subsidiaries and joint ventures, owns and operates properties, issues securities from time to time and guarantees debt of certain of our subsidiaries.

The Operating Partnership conducts the operations of a substantial portion of the business and is structured as a partnership with no publicly traded equity securities.

The Operating Partnership has guaranteed certain outstanding debt of UDR.

As of December 31, 2020, UDR owned 0.1 million units (100%) of the general partnership interests of the Operating Partnership and 176.1 million OP Units, representing approximately 95.3% of the total outstanding OP Units in the Operating Partnership.

UDR conducts a substantial amount of its business and holds a substantial amount of its assets through the Operating Partnership, and, by virtue of its ownership of the OP Units and UDR’s role as the Operating Partnership’s sole general partner, UDR has the ability to control all of the day-to-day operations of the Operating Partnership.

Separate financial statements and accompanying notes, as well as separate discussions under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasers of Equity Securities” and “Control and Procedures” are presented in this report for each of UDR and the Operating Partnership.

In addition, certain disclosures in “Business” are separated by entity to the extent that the discussion relates to UDR’s business outside of the Operating Partnership.

At December 31, [removed: 2020,] [added: 2021,] our consolidated apartment portfolio included [removed: 149] [added: 160] communities located in 21 markets, with a total of [removed: 48,283] [added: 53,229] completed apartment homes.

The [removed: tables] [added: table] below set forth a summary of real estate portfolio by geographic market of the Company [removed: and of the Operating Partnership] at December 31, [removed: 2020.][added: 2021.]

SUMMARY OF REAL ESTATE PORTFOLIO BY GEOGRAPHIC MARKET AT DECEMBER 31, [removed: 2020][added: 2021]

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

| | (a) | As of December 31, [removed: 2020,] [added: 2021,] the Company was developing five wholly owned communities with a total of [removed: 1,378] [added: 1,417] apartment homes, [removed: 202] [added: none] of which have been completed. |

| Orange County, CA | | 10 | | 4,685 | | 9.8 | % | $ | 1,441,597 | ​ | $ | — | ​ | $ | 307,705 | | 97.5 | % | 862 |

| San Francisco, CA | | 11 | | 2,751 | | 6.1 | % | | 898,625 | ​ | | 27,000 | ​ | | 326,654 | | 95.3 | % | 841 |

| Seattle, WA | | 15 | | 2,984 | | 7.7 | % | | 1,133,479 | ​ | | — | ​ | | 379,852 | | 95.9 | % | 872 |

| Monterey Peninsula, CA | | 7 | | 1,565 | | 1.3 | % | | 188,913 | ​ | | — | ​ | | 120,711 | | 97.0 | % | 729 |

| Los Angeles, CA | | 4 | | 1,225 | | 3.2 | % | | 467,815 | ​ | | — | ​ | | 381,890 | | 96.0 | % | 967 |

| Other Southern California | | 3 | | 817 | | 1.5 | % | | 216,562 | ​ | | — | ​ | | 265,070 | | 98.2 | % | 1,021 |

| Portland, OR | | 3 | | 752 | | 0.8 | % | | 121,565 | ​ | | — | ​ | | 161,656 | | 97.5 | % | 903 |

| Metropolitan D.C. | | 25 | | 9,415 | | 17.7 | % | | 2,623,356 | ​ | | 288,530 | ​ | | 278,636 | | 96.7 | % | 927 |

| Baltimore, MD | | 7 | | 2,219 | | 3.5 | % | | 522,492 | ​ | | 58,600 | ​ | | 235,463 | | 97.0 | % | 963 |

| Richmond, VA | | 4 | | 1,359 | | 1.1 | % | | 156,904 | ​ | | — | ​ | | 115,455 | | 98.2 | % | 1,017 |

| Boston, MA | | 12 | | 4,598 | | 12.0 | % | | 1,775,080 | ​ | | 323,350 | ​ | | 386,055 | | 96.5 | % | 982 |

| New York, NY | | 6 | | 2,318 | | 10.6 | % | | 1,557,443 | ​ | | — | ​ | | 671,891 | | 96.6 | % | 754 |

| Philadelphia, PA | ​ | 3 | ​ | 972 | ​ | 2.5 | % | ​ | 366,351 | ​ | ​ | — | ​ | ​ | 376,904 | ​ | 95.8 | % | 955 |

| Tampa, FL | | 11 | | 3,877 | | 4.3 | % | | 640,550 | ​ | | — | ​ | | 165,218 | | 97.4 | % | 995 |

| Orlando, FL | | 11 | | 3,493 | | 3.6 | % | | 524,739 | ​ | | — | ​ | | 150,226 | | 97.0 | % | 972 |

| Nashville, TN | | 8 | | 2,260 | | 1.6 | % | | 229,633 | ​ | | — | ​ | | 101,608 | | 97.9 | % | 933 |

| Other Florida | | 1 | | 636 | | 0.6 | % | | 92,007 | ​ | | — | ​ | | 144,665 | | 97.9 | % | 1,130 |

| Dallas, TX | | 14 | | 5,813 | | 6.3 | % | | 927,960 | ​ | | 336,283 | ​ | | 159,635 | | 96.2 | % | 841 |

| Austin, TX | | 4 | | 1,272 | | 1.2 | % | | 174,084 | ​ | | — | ​ | | 136,858 | | 98.1 | % | 913 |

| Denver, CO | | 1 | | 218 | | 1.0 | % | | 145,495 | ​ | | — | ​ | | 667,408 | | 95.6 | % | 955 |

| Total Operating Communities | | 160 | | 53,229 | | 96.4 | % | | 14,204,650 | ​ | | 1,033,763 | ​ | $ | 266,859 | | 96.8 | % | 913 |

| Real Estate Under Development (a) | | — | | — | | 2.6 | % | | 388,569 | ​ | | — | ​ | | | | | | |

| Land | | — | | — | | 0.6 | % | | 82,217 | ​ | | — | ​ | | | | | | |

| Other | | — | | — | | 0.4 | % | | 65,367 | ​ | | 23,617 | ​ | | | | | | |

| Total Real Estate Owned | | 160 | | 53,229 | | 100.0 | % | $ | 14,740,803 | ​ | $ | 1,057,380 | ​ | | | | | | |

UDR, INC.

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

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

| ​ | ​ | 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 | | 11 | | 4,950 | | 11.5 | % | $ | 1,500,611 | ​ | $ | — | ​ | $ | 303,154 | | 96.4 | % | 872 |

| San Francisco, CA | | 11 | | 2,751 | | 6.8 | % | | 888,683 | ​ | | 27,000 | ​ | | 323,041 | | 91.5 | % | 841 |

| Seattle, WA | | 14 | | 2,725 | | 7.3 | % | | 957,686 | ​ | | — | ​ | | 351,444 | | 96.7 | % | 887 |

| Monterey Peninsula, CA | | 7 | | 1,565 | | 1.4 | % | | 185,224 | ​ | | — | ​ | | 118,353 | | 96.6 | % | 729 |

| Los Angeles, CA | | 4 | | 1,225 | | 3.5 | % | | 463,166 | ​ | | — | ​ | | 378,094 | | 95.5 | % | 967 |

| Other Southern California | | 3 | | 817 | | 1.6 | % | | 211,285 | ​ | | — | ​ | | 258,611 | | 97.2 | % | 1,018 |

| Portland, OR | | 3 | | 752 | | 0.9 | % | | 120,324 | ​ | | — | ​ | | 160,005 | | 96.6 | % | 903 |

| Metropolitan D.C. | | 23 | | 8,402 | | 18.1 | % | | 2,350,124 | ​ | | 288,530 | ​ | | 279,710 | | 96.5 | % | 915 |

| Baltimore, MD | | 5 | | 1,597 | | 2.6 | % | | 338,347 | ​ | | 58,600 | ​ | | 211,864 | | 97.1 | % | 938 |

| Richmond, VA | | 4 | | 1,358 | | 1.2 | % | | 153,906 | ​ | | — | ​ | | 113,333 | | 97.8 | % | 1,018 |

| New York, NY | | 6 | | 2,318 | | 11.9 | % | | 1,552,358 | ​ | | — | ​ | | 669,697 | | 92.5 | % | 754 |

| Boston, MA | | 11 | | 4,298 | | 12.8 | % | | 1,669,381 | ​ | | 271,550 | ​ | | 388,409 | | 94.4 | % | 987 |

| Philadelphia, PA | ​ | 1 | ​ | 313 | ​ | 0.8 | % | ​ | 107,736 | ​ | ​ | — | ​ | ​ | 344,204 | ​ | 96.1 | % | 1,054 |

| SOUTHEAST REGION | | ​ | | ​ | | | ​ | | ​ | ​ | | ​ | ​ | | ​ | | | | ​ |

| Tampa, FL | | 11 | | 3,874 | | 4.8 | % | | 625,752 | ​ | | — | ​ | | 161,526 | | 97.0 | % | 996 |

| Orlando, FL | | 9 | | 2,500 | | 1.8 | % | | 240,102 | ​ | | — | ​ | | 96,041 | | 96.8 | % | 946 |

| Nashville, TN | | 8 | | 2,260 | | 1.7 | % | | 223,827 | ​ | | — | ​ | | 99,038 | | 97.8 | % | 933 |

| Other Florida | | 1 | | 636 | | 0.7 | % | | 89,630 | ​ | | — | ​ | | 140,928 | | 97.2 | % | 1,130 |

| SOUTHWEST REGION | | ​ | | ​ | | | ​ | | ​ | ​ | | ​ | ​ | | ​ | | | | ​ |

| Dallas, TX | | 11 | | 3,864 | | 4.4 | % | | 581,118 | ​ | | 205,870 | ​ | | 150,393 | | 96.8 | % | 868 |

| Austin, TX | | 4 | | 1,272 | | 1.3 | % | | 171,482 | ​ | | — | ​ | | 134,813 | | 97.6 | % | 913 |

| Denver, CO | | 1 | | 218 | | 1.1 | % | | 144,998 | ​ | | — | ​ | | 665,128 | | 93.1 | % | 955 |

| Total Operating Communities | | 148 | | 47,695 | | 96.2 | % | | 12,575,740 | ​ | | 851,550 | ​ | $ | 263,670 | | 96.0 | % | 908 |

| Real Estate Under Development (a) | | — | | 202 | | 1.9 | % | | 247,877 | ​ | | — | ​ | | | | | | |

| Land | | — | | — | | 0.5 | % | | 61,682 | ​ | | — | ​ | | | | | | |

| Held for Disposition | | 1 | | 386 | | 0.9 | % | | 116,655 | ​ | | — | ​ | | | | | | |

| Other | | — | | — | | 0.5 | % | | 69,518 | ​ | | 10,597 | ​ | | | | | | |

| Total Real Estate Owned | | 149 | | 48,283 | | 100.0 | % | $ | 13,071,472 | ​ | $ | 862,147 | ​ | | | | | | |

UNITED DOMINION REALTY, L.P.

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

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

| Orange County, CA | | 5 | | 3,119 | | 19.3 | % | $ | 753,801 | ​ | $ | — | ​ | $ | 241,680 | | 96.6 | % | 805 |

| San Francisco, CA | | 9 | | 2,185 | | 15.8 | % | | 617,359 | ​ | | 27,000 | ​ | | 282,546 | | 93.6 | % | 829 |

| Seattle, WA | | 5 | | 932 | | 5.9 | % | | 233,963 | ​ | | — | ​ | | 251,033 | | 97.0 | % | 874 |

On February [removed: 16, 2021,] [added: 11, 2022,] there were [removed: 3,173] [added: 2,932] holders of record of the [removed: 296,820,995] [added: 318,264,646] outstanding shares of our common stock.

We have determined that, for federal income tax purposes, approximately [removed: 73%] [added: 68%] of the distributions for [removed: 2020] [added: 2021] represented ordinary income, [removed: less than 1%] [added: 3%] represented qualified ordinary income, [removed: 21%] [added: 24%] represented long-term capital gain and [removed: 6%] [added: 5%] represented unrecaptured section 1250 gain.

In connection with a special dividend (declared on November 5, 2008), the Company reserved for issuance upon conversion of the Series E additional shares of common stock to [removed: which] [added: reflect the number of shares] a holder of the Series E would have received if the holder had converted the Series E immediately prior to the record date for this special dividend.

Distributions declared on the Series E for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] were [removed: $1.5592] [added: $1.5700] per share, or [removed: $0.3898] [added: $0.3925] per quarter, and [removed: $1.4832] [added: $1.5592] per share, or [removed: $0.3708] [added: $0.3898] per quarter, respectively.

At December 31, [removed: 2020,] [added: 2021,] a total of 2.7 million shares of the Series E were outstanding.

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

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

As of December 31, [removed: 2020,] [added: 2021,] a total of [removed: 14.4] [added: 12.6] million shares of the Series F were outstanding.

As of February [removed: 16, 2021,] [added: 11, 2022,] there were approximately [removed: 1,911] [added: 1,883] participants in the plan.

During the three months ended December 31, [removed: 2020,] [added: 2021,] we did not issue any shares of our common stock upon redemption of OP Units in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

The following table summarizes all of UDR’s repurchases of shares of common stock under these programs during the quarter ended December 31, [removed: 2020] [added: 2021] (_shares in thousands_):

| October 1, [removed: 2020] [added: 2021] through October 31, [removed: 2020] [added: 2021] | — | ​ | | — | | — | | 14,439 |

| November 1, [removed: 2020] [added: 2021] through November 30, [removed: 2020] [added: 2021] | — | ​ | | — | | — | | 14,439 |

| December 1, [removed: 2020] [added: 2021] through December 31, [removed: 2020] [added: 2021] | — | ​ | | — | | — | | 14,439 |

| Balance as of December 31, [removed: 2020] [added: 2021] | 11,158 | ​ | $ | 23.75 | | 11,158 | | 14,439 |

The graph assumes that $100 was invested on December 31, [removed: 2014,] [added: 2016,] in each of our common stock and the indices presented.

[removed: ][added: Description automatically generated](https://www.sec.gov/Archives/edgar/data/74208/000007420822000010/udr-20211231x10k003.jpg)]

| Index | | [removed: 12/31/2015 | |] 12/31/2016 | | 12/31/2017 | | 12/31/2018 | | 12/31/2019 | | 12/31/2020 | [added: | 12/31/2021 |]

Capital Stock

Unregistered Sales of Equity Securities

![Chart, line chart

| UDR, Inc. | | 100.00 | | 109.11 | | 116.09 | | 141.03 | | 120.52 | | 194.19 |

| FTSE Nareit Equity Apartment Index | | 100.00 | | 103.72 | | 107.56 | | 135.87 | | 115.02 | | 188.19 |

| MSCI U.S. REIT Index | | 100.00 | | 105.07 | | 100.27 | | 126.18 | | 116.62 | | 166.84 |

| S&P 500 Index | | 100.00 | | 121.83 | | 116.49 | | 153.17 | | 181.35 | | 233.41 |

| FTSE Nareit Equity REIT Index | | 100.00 | | 105.23 | | 100.36 | | 126.45 | | 116.34 | | 166.64 |

UDR, Inc.:

United Dominion Realty, L.P.:

Operating Partnership Units

There is no established public trading market for United Dominion Realty, L.P.’s Operating Partnership Units.

At December 31, 2020, there were 184.8 million OP Units outstanding in the Operating Partnership, of which 176.2 million OP Units or 95.3% were owned by UDR and affiliated entities and 8.6 million OP Units or 4.7% were owned by non-affiliated limited partners.

| UDR, Inc. | | 100.00 | | 100.27 | | 109.41 | | 116.42 | | 141.42 | | 120.74 |

| Nareit Equity Apartment Index | | 100.00 | | 102.86 | | 106.68 | | 110.63 | | 139.75 | | 118.30 |

| MSCI U.S. REIT Index | | 100.00 | | 108.60 | | 114.11 | | 108.89 | | 137.03 | | 126.65 |

| S&P 500 Index | | 100.00 | | 111.96 | | 136.40 | | 130.42 | | 171.49 | | 203.04 |

| Nareit Equity REIT Index | | 100.00 | | 108.52 | | 114.19 | | 108.91 | | 137.23 | | 126.25 |

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 [removed: 1934.][added: 1934, as amended (the “Exchange Act”).]

Such factors include, among other things, the impact of the COVID-19 pandemic and measures intended to prevent its spread or address its [removed: effect,] [added: effects,] unfavorable changes in the apartment market, changing economic conditions, the impact of inflation/deflation on rental rates and property operating expenses, expectations concerning the availability of capital and the stability of the capital markets, the impact of competition and competitive pricing, acquisitions, developments and redevelopments not achieving anticipated results, delays in completing developments and redevelopments, delays in completing lease-ups on schedule or at expected rent and occupancy levels, expectations on job growth, home affordability and demand/supply ratio for multifamily housing, expectations concerning development and redevelopment activities, expectations on occupancy levels and rental rates, expectations concerning joint ventures and partnerships with third parties, expectations that automation will help grow net operating income, and expectations on annualized net operating income.

The following discussion should be read in conjunction with [removed: the] [added: our] consolidated financial statements appearing elsewhere herein and is based primarily on [removed: the] [added: our] consolidated financial statements for the years ended December 31, [removed: 2020, and 2019 of each UDR, Inc.] [added: 2021,] and [removed: United Domination Realty, L.P.][added: 2020.]

This section of this Form 10-K generally discusses [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] of UDR, Inc. [removed: and United Domination Realty, L.P.] Discussions of [removed: 2018] [added: 2019] items and year-to-year comparisons between [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2019.][added: 2020.]

Unless the context otherwise requires, all references in this Report to “we,” “us,” “our,” “the Company,” or “UDR” refer collectively to UDR, Inc., its [added: consolidated] subsidiaries and its consolidated joint ventures.

At December 31, [removed: 2020,] [added: 2021,] our consolidated real estate portfolio included [removed: of 149] [added: 160] communities in 13 states plus the District of Columbia totaling [removed: of 48,283] [added: 53,229] apartment homes.

In addition, we have an ownership interest in [removed: 5,295] [added: 6,570] completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including [removed: 2,165] [added: 3,733] apartment homes owned by entities in which we hold preferred equity investments.

The _Same-Store Community_ apartment home population for the year ended December 31, [removed: 2020,] [added: 2021,] was [removed: 37,607.][added: 45,143.]

The costs capitalized are reported on the Consolidated Balance Sheets as _Total real estate owned, net of accumulated depreciation._ Amounts capitalized during the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018] [added: 2019] were [removed: $19.0] [added: $21.0] million, [removed: $13.5] [added: $19.0] million, and [removed: $18.1] [added: $13.5] million, respectively.

Based on the net earnings reported for the year ended December 31, [removed: 2020] [added: 2021] 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: 2020:][added: 2021:]

| ​ | ​ | ​ | ​ | December 31, [removed: 2020] [added: 2021] | | | | | | ​ | Year Ended December 31, [removed: 2020] [added: 2021] | | | | | | |

| Total Accumulated Depreciation | | | | | | | ​ | | [removed: (4,605,366)] [added: (5,137,096)] | | | ​ | | | ​ | | |

| Total Real Estate Owned, Net of Accumulated Depreciation | | | | | | | ​ | $ | [removed: 8,466,106] [added: 9,603,707] | | | ​ | | | ​ | | |

| (b) | As of December 31, [removed: 2020,] [added: 2021,] the Company was developing five wholly owned communities with a total of [removed: 1,378] [added: 1,417] apartment homes, [removed: 202] [added: none] of which have been completed. |

Our _Same-Store Communities_ segment represents those communities acquired, developed, and stabilized prior to January 1, [removed: 2019] [added: 2020] and held as of December 31, [removed: 2020.][added: 2021.]

[removed: Liquidity] [added: Liquidity] and Capital [removed: Resources][added: Resources]

In July [removed: 2017,] [added: 2021,] the Company entered into an ATM sales agreement under which the Company may offer and sell up to 20.0 million shares of its common stock, from time to time, to or through its sales agents and may enter into separate forward sales agreements to or through its forward purchasers.

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

During the year ended December 31, [removed: 2020,] [added: 2021,] the Company [removed: did not sell any] [added: sold 1.6 million] shares of common stock through its ATM [removed: program, other than] [added: program pursuant to] the [added: Company’s] forward sales [added: agreements] described below.

As of December 31, [removed: 2020,] [added: 2021,] we had [removed: 9.6] [added: 18.4] million shares of common stock available for future issuance under the ATM [removed: program.][added: program, including an aggregate of 4.4 million shares subject to the forward sales agreements described below.]

In February [removed: 2020,] [added: 2021,] the Company issued [removed: $200.0] [added: $300.0] million of [removed: 3.20%] [added: 2.10%] senior unsecured medium-term notes due [removed: 2030 (the “2030 Notes”).][added: June 15, 2033.]

The notes were priced at [removed: 105.660%] [added: 106.388%] of the principal amount [removed: at issuance.][added: of the notes to yield 2.259%.]

This was a further issuance of [removed: the 2030 Notes,] and forms a single series [removed: with, the $300.0 million aggregate principal amount of the Company’s 2030 Notes that were issued in July 2019 and] [added: with] the [removed: $100.0] [added: $400.0] million aggregate principal amount of the Company’s [removed: 2030] [added: 2031] Notes that were issued in [removed: October] [added: August] 2019.

The combined prepayment and make-whole amounts for the purchase of the [removed: 2024] [added: 2025] Notes [removed: and the prepayment of the secured debt due in 2023, inclusive of the acceleration of fair market value adjustments originally recorded on secured debt assumed in property acquisitions,] totaled approximately [removed: $24.0] [added: $40.8] million.

During the year ended December 31, [removed: 2020,] [added: 2021,] the Company entered into forward sales agreements under its [added: current or prior] ATM [removed: program] [added: programs] for a total of [removed: 2.1] [added: 10.8] million shares of common stock at a weighted average initial forward price per share of [removed: $49.56.][added: $50.59, of which 4.4 million shares had not been settled.]

The [removed: initial] [added: actual] forward price per share [added: to be] received by the Company upon [removed: settlement was determined on the]

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

In December [removed: 2020,] [added: 2021,] the Company settled all [removed: 2.1] [added: 6.1] million shares [removed: sold under the forward sales agreement] at a [removed: weighted average] forward price per share of [removed: $48.23,] [added: $48.33,] which is inclusive of adjustments made to reflect the then-current federal funds rate, the amount of dividends paid to holders of UDR common stock and commissions paid to sales agents of approximately [removed: $3.9] [added: $5.4] million, for net proceeds of [removed: $102.3] [added: $294.8] million.

Aggregate net proceeds from such [added: forward] sales, after deducting related expenses, [removed: was $102.2] [added: were $899.1] million.

Acquisition activity in strategic markets may be funded through joint ventures, by the reinvestment of proceeds from the sale of properties, through the [removed: issuance of equity or debt securities, the issuance of operating partnership units and the assumption or placement of secured and/or unsecured debt.]

During [removed: 2021,] [added: 2022,] we have approximately $1.1 million of secured debt maturing, comprised solely of principal amortization, and [removed: $190.0] [added: $220.0] million of unsecured debt maturing, comprised solely of the unsecured commercial paper.

Additionally, the Company has no secured or unsecured debt maturing in [removed: 2022, other than the unsecured working capital credit facility.][added: 2023, aside from principal amortization.]

We anticipate repaying the debt due in [removed: 2021 and] 2022 [added: and 2023] with cash flow from our operations, proceeds from debt or equity offerings, proceeds from dispositions of properties, or from borrowings under our credit agreements and our unsecured commercial paper program.

In January [removed: 2021,] [added: 2022,] the entire [removed: $190.0] [added: $220.0] million of outstanding unsecured commercial paper as of December 31, [removed: 2020] [added: 2021] was repaid at maturity with additional proceeds of unsecured commercial paper with maturity dates in [added: January 2022 and] February [removed: 2021] [added: 2022] and proceeds under the Working Capital Credit Facility.

As of February [removed: 16, 2021,] [added: 11, 2022,] we had no borrowings outstanding under the Revolving Credit Facility, leaving [removed: $1.1] [added: $1.3] billion of unused capacity (excluding [removed: $1.9] [added: $2.6] million of letters of credit), and we had [removed: $0.2 million] [added: no borrowings] outstanding under the Working Capital Credit Facility, leaving [removed: $74.8] [added: $75.0] million of unused capacity.

[removed: On February 11, 2021, the Company priced an offering] [added: | | ● | repayment] of $300.0 million [removed: of 2.10%] senior unsecured medium-term notes due [removed: 2033.][added: October 2025; |]

[removed: use] [added: The Company used] the net proceeds to [removed: repay indebtedness, including the redemption of] [added: redeem] its $300.0 million 4.00% senior unsecured medium-term notes due October 2025 [added: (the “2025 Notes”)] (plus the make-whole amount and accrued and unpaid [removed: interest), to fund potential acquisitions, or for other general corporate purposes.][added: interest).]

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, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

For the year ended December 31, [removed: 2020,] [added: 2021,] our _Net cash provided by/(used in) operating activities_ was [removed: $604.3] [added: $664.0] million compared to [removed: $630.7] [added: $604.3] million for [removed: 2019.][added: 2020.]

| Orange County, CA | | 10 | | 4,685 | | 9.8 | % | $ | 1,441,386 | | 97.5 | % | $ | 2,608 | ​ | $ | 111,261 |

| San Francisco, CA | | 11 | | 2,751 | | 6.1 | % | ​ | 894,975 | | 95.3 | % | ​ | 3,074 | ​ | ​ | 66,769 |

| Seattle, WA | | 14 | | 2,725 | | 6.5 | % | | 957,008 | | 97.2 | % | | 2,417 | ​ | | 54,290 |

| Monterey Peninsula, CA | | 7 | | 1,565 | | 1.3 | % | | 188,914 | | 97.0 | % | | 2,012 | ​ | | 28,556 |

| Los Angeles, CA | | 4 | | 1,225 | | 3.2 | % | | 467,814 | | 96.0 | % | | 2,728 | ​ | | 27,116 |

| Other Southern California | | 3 | | 817 | | 1.5 | % | | 216,455 | | 98.2 | % | | 2,425 | ​ | | 17,138 |

| Portland, OR | | 2 | | 476 | | 0.4 | % | | 53,306 | | 98.3 | % | | 1,726 | ​ | | 7,211 |

| Metropolitan D.C. | | 22 | | 8,003 | | 15.0 | % | | 2,229,593 | | 96.7 | % | | 2,138 | ​ | | 135,905 |

| Baltimore, MD | | 5 | | 1,597 | | 2.3 | % | | 342,725 | | 97.6 | % | | 1,680 | ​ | | 21,448 |

| Richmond, VA | | 4 | | 1,359 | | 1.1 | % | | 156,903 | | 98.2 | % | | 1,523 | ​ | | 18,092 |

| Boston, MA | | 10 | | 4,139 | | 10.6 | % | | 1,557,982 | | 96.5 | % | | 2,689 | ​ | | 91,483 |

| New York, NY | | 5 | | 1,825 | | 8.5 | % | | 1,255,445 | | 96.7 | % | | 3,731 | ​ | | 40,238 |

| Philadelphia, PA | ​ | 1 | ​ | 313 | ​ | 0.7 | % | ​ | 108,042 | ​ | 96.6 | % | ​ | 2,294 | ​ | ​ | 5,610 |

| Tampa, FL | | 9 | | 2,911 | | 2.9 | % | | 427,964 | | 97.6 | % | | 1,655 | ​ | | 36,438 |

| Orlando, FL | | 9 | | 2,500 | | 1.7 | % | | 245,992 | | 97.4 | % | | 1,475 | ​ | | 30,332 |

| Nashville, TN | | 8 | | 2,260 | | 1.6 | % | | 229,634 | | 97.9 | % | | 1,431 | ​ | | 26,472 |

| Other Florida | | 1 | | 636 | | 0.6 | % | | 92,007 | | 97.9 | % | | 1,779 | ​ | | 8,819 |

| Dallas, TX | | 11 | | 3,866 | | 4.0 | % | | 584,254 | | 97.1 | % | | 1,536 | ​ | | 43,150 |

| Austin, TX | | 4 | | 1,272 | | 1.2 | % | | 174,084 | | 98.1 | % | | 1,608 | ​ | | 14,629 |

| Denver, CO | ​ | 1 | ​ | 218 | ​ | 1.0 | % | ​ | 145,451 | ​ | 95.6 | % | ​ | 3,138 | ​ | ​ | 5,541 |

| Total/Average Same-Store Communities | | 141 | | 45,143 | | 80.0 | % | | 11,769,934 | | 97.1 | % | $ | 2,182 | ​ | | 790,498 |

| Non-Mature, Commercial Properties & Other | | 19 | | 8,086 | | 17.4 | % | | 2,582,300 | | | ​ | | | ​ | | 77,044 |

| Total Real Estate Held for Investment | | 160 | | 53,229 | | 97.4 | % | | 14,352,234 | | | ​ | | | ​ | | 867,542 |

| Real Estate Under Development (b) | | — | | — | | 2.6 | % | | 388,569 | | | ​ | | | ​ | | (417) |

| Total Real Estate Owned | | 160 | | 53,229 | | 100.0 | % | | 14,740,803 | | | ​ | | | ​ | $ | 867,125 |

The actual forward price per share to be received by the Company upon settlement will be determined on the applicable settlement date based on adjustments made to the initial forward price to reflect the then-current federal funds rate and the amount of dividends paid to holders of UDR common stock over the term of the forward sales agreement.

As of December 31, 2021, 6.4 million shares under the forward sales agreements under the ATM programs had been settled at a weighted average forward price per share of $47.79, which is inclusive of adjustments made to reflect the then-current federal funds rate, the amount of dividends paid to holders of UDR common stock and commissions paid to sales agents of approximately $2.6 million, for net proceeds of $306.6 million.

The final dates by which the remaining shares sold under the forward sales agreements under the ATM programs must be settled range between August 1, 2022 and September 14, 2022.

In March 2021, the Company entered into forward sale agreements to sell 7.0 million shares of its common stock at an initial forward price per share of $43.51.

The actual forward price per share to be received by the Company upon settlement was determined on the applicable settlement date based on adjustments made to the initial forward price to reflect the then-current federal funds rate and the amount of dividends paid to holders of UDR common stock over the term of the forward sales agreement.

In September 2021, the Company settled all 7.0 million shares at a forward price per share of $42.65, which is inclusive of adjustments made to reflect the then-current federal funds rate, the amount of dividends paid to holders of UDR common stock and commissions paid to sales agents of approximately $6.0 million, for net proceeds of $298.5 million.

In June 2021, the Company entered into forward sale agreements to sell 6.1 million shares of its common stock at an initial forward price per share of $49.22.

During the year ended December 31, 2021, the Company settled 19.5 million shares in aggregate under forward sales agreements under the ATM programs and previously announced forward sales agreements for net proceeds of $900.0 million.

In July 2021, the Company increased its maximum aggregate amount from $500.0 million to $700.0 million on its unsecured commercial paper program.

In September 2021, the Company entered into an amended and restated credit agreement (the “Credit Agreement”) that provides for a $1.3 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $350.0 million unsecured term loan (the “Term Loan”).

The Credit Agreement amended and restated the Company’s prior credit agreement, which provided for: (i) a $1.1 billion revolving credit facility scheduled to mature in January 2023 and (ii) a $350.0 million term loan scheduled to mature in September 2023.

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.

In September 2021, the Company amended the Working Capital Credit Facility to extend the maturity date from January 14, 2022 to January 12, 2024 and lower the margin range for the interest rate.

In September 2021, the Company issued an additional $200.0 million of 3.00% medium-term notes due 2031 (the “2031 Notes”).

issuance of equity or debt securities, the issuance of operating partnership units and the assumption or placement of secured and/or unsecured debt.

| --- | --- |

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

UDR, Inc.:

Business Overview

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles (“GAAP”) requires management to use judgment in the application of accounting policies, including making estimates and assumptions.

A critical accounting policy is one that is both important to our financial condition and results of operations as well as involves some degree of uncertainty.

Estimates are prepared based on management’s assessment after considering all evidence available.

Changes in estimates could affect our financial position or results of operations.

Below is a discussion of the accounting policies that we consider critical to understanding our financial condition or results of operations where there is uncertainty or where significant judgment is required.

Cost Capitalization

In conformity with GAAP, we capitalize those expenditures that materially enhance the value of an existing asset or substantially extend the useful life of an existing asset.

Expenditures necessary to maintain an existing property in ordinary operating condition are expensed as incurred.

In addition to construction costs, we capitalize costs directly related to the predevelopment, development, and redevelopment of a capital project, which include, but are not limited to, interest, real estate taxes, insurance, and allocated development and redevelopment overhead related to support costs for personnel working on the capital projects.

We use our professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred.

These costs are capitalized only during the period in which activities necessary to ready an asset for its intended use are in progress and such costs are incremental and identifiable to a specific activity to get the asset ready for its intended use.

Investment in Unconsolidated Entities

We may enter into various joint venture agreements and/or partnerships with unrelated third parties to hold or develop real estate assets.

We must determine for each of these ventures whether to consolidate the entity or account for our investment under the equity method of accounting.

We determine whether to consolidate a joint venture or partnership based on our rights and obligations under the venture agreement, applying the applicable accounting guidance.

The application of the rules in evaluating the accounting treatment for each joint venture or partnership is complex and requires substantial management judgment.

We evaluate our accounting for investments on a regular basis including when a significant change in the design of an entity occurs.

Throughout our financial statements, and in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, we use the term “joint venture” or “partnership” when referring to investments in entities in which we do not have a 100% ownership interest.

We continually evaluate our investments in unconsolidated joint ventures when events or changes in circumstances indicate that there may be an other-than-temporary decline in value.

We consider various factors to determine if a decrease in the value of the investment is other-than-temporary.

These factors include, but are not limited to, age of the venture, our intent and ability to retain our investment in the entity, the financial condition and long-term prospects of the entity, and the relationships with the other joint venture partners and its lenders.

The amount of loss recognized is the excess of the investment’s carrying amount over its estimated fair value.

If we believe that the decline in fair value is temporary, no impairment is recorded.

The aforementioned factors are taken as a whole by management in determining the valuation of our investment property.

Should the actual results differ from management’s judgment, the valuation could be negatively affected and may result in a negative impact to our Consolidated Financial Statements.

Impairment of Long-Lived Assets

The judgments regarding the existence of impairment indicators are based on certain factors.

If a real estate property has indicators of impairment, we assess whether the long-lived asset’s carrying value exceeds the community’s undiscounted future cash flows, which is representative of projected net operating income (“NOI”) plus the residual value of the community.

Our future cash flow estimates are based upon historical results adjusted to reflect our best estimate of future market and operating conditions and our estimated holding periods.

If such indicators of impairment are present and the carrying value exceeds the undiscounted cash flows of the community, an impairment loss is recognized equal to the excess of the carrying amount of the asset over its estimated fair value.

For long-lived assets to be disposed of, impairment losses are recognized when the fair value of the asset less estimated cost to sell is less than the carrying value of the asset.

Properties classified as real estate held for disposition generally represent properties that are actively marketed or contracted for sale with the closing expected to occur within the next twelve months.

Real estate held for disposition is carried at the lower of cost, net of accumulated depreciation, or fair value, less the cost to sell, determined on an asset-by-asset basis.

Expenditures for ordinary repair and maintenance costs on held for disposition properties are charged to expense as incurred.

Expenditures for improvements, renovations, and replacements related to held for disposition properties are capitalized at cost.

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

Report of independent registered public accounting firm (PCAOB 00042); Ernst & Young LLP, Denver Colorado.

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

As of December 31, [removed: 2020,] [added: 2021,] we carried out an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of the [removed: Company, which is the sole general partner of the Operating Partnership,] [added: Company] of the effectiveness of the design and operation of the disclosure controls and procedures of the [removed: Company and the Operating Partnership.][added: Company.]

Based on this evaluation, the Chief Executive Officer and Chief Financial Officer of the Company concluded that the disclosure controls and procedures of the Company [removed: and the Operating Partnership] are effective at the reasonable assurance level described above.

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

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

Based on such evaluation, management concluded that the Company’s [removed: and the Operating Partnership’s] internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

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: 2020.][added: 2021.]

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: 2020,] [added: 2021,] 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 [removed: either] the Company’s [removed: or the Operating Partnership’s] internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the fourth fiscal quarter to which this Report relates that materially affected, or are reasonably likely to materially affect, the internal control over financial reporting of [removed: either] the [removed: Company or the Operating Partnership.][added: Company.]

Further, an attestation report of the registered public accounting firm of United Dominion Realty, L.P. will not be required as long as United Dominion Realty, L.P. is a non-accelerated filer.

PART III

Not applicable.

PART III

The information required by this item is incorporated by reference to the information set forth under the headings “Proposal No. 1 Election of Directors,” “Corporate Governance Matters,” “Audit Committee Report,” “Corporate Governance Matters-Board Leadership Structure and Committees-Audit Committee Financial Expert,” “Corporate Governance Matters-Identification and Selection of Nominees for Directors,” “Corporate Governance Matters-Board of Directors and Committee Meetings” and “Executive Officers” in UDR, Inc.’s definitive proxy statement (our “definitive proxy statement”) for its [removed: 2021] [added: 2022] 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: 2021] [added: 2022] Annual Meeting of Stockholders.

UDR is the sole general partner of the Operating Partnership.

The information required by this item is incorporated by reference to the information set forth under the 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: 2021] [added: 2022] Annual Meeting of Stockholders.

UDR is the sole general partner of the Operating Partnership.

The information required by this item is incorporated by reference to the information set forth under the 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: 2021] [added: 2022] Annual Meeting of Stockholders.

UDR is the sole general partner of the Operating Partnership.

The information required by this item is incorporated by reference to the information set forth under the heading “Security Ownership of Certain Beneficial Owners and Management,” “Corporate Governance Matters-Corporate Governance Overview,” “Corporate Governance Matters-Director Independence,” “Corporate Governance Matters-Board Leadership Structure and Committees-Independence of the Audit, Compensation, Governance and Nominating Committees,” and “Executive Compensation” in the definitive proxy statement for UDR’s [removed: 2021] [added: 2022] Annual Meeting of Stockholders.

UDR is the sole general partner of the Operating Partnership.

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

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: 2021] [added: 2022] Annual Meeting of Stockholders.

UDR is the sole general partner of the Operating Partnership.

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

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

| [removed: 3.05] [added: 3.06] | ​ | [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: 3.06] [added: 3.07] | ​ | [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) | ​ | Exhibit 3.6 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018. |

| [removed: 3.07] [added: 10.33] | ​ | [removed: [Certificate] [added: [Eighth Amendment to the Amended and Restated Agreement] of Limited Partnership of United Dominion Realty, [removed: L.P.] [added: L.P.,] dated as of [removed: February 19, 2004.](http://www.sec.gov/Archives/edgar/data/74208/000095012310093491/d76906exv3w4.htm)] [added: November 17, 2010.](http://www.sec.gov/Archives/edgar/data/74208/000129993310004123/exhibit1.htm)] | ​ | Exhibit [removed: 3.4 to United Dominion Realty, L.P.’s Post-Effective Amendment No. 1] [added: 10.1] to [removed: Registration Statement] [added: UDR, Inc.’s Current Report] on Form [removed: S-3] [added: 8-K] dated and filed with the Commission on [removed: October 15,] [added: November 18,] 2010. |

| [removed: 3.08] [added: 10.25] | ​ | [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: 3.09] [added: 10.26] | ​ | [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: 3.10] [added: 10.27] | ​ | [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: 3.11] [added: 10.28] | ​ | [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: 3.12] [added: 10.29] | ​ | [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: 3.13] [added: 10.30] | ​ | [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: 3.14] [added: 10.31] | ​ | [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: 3.15] [added: 10.32] | ​ | [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: 3.16] [added: 10.34] | ​ | [removed: [Eighth] [added: [Ninth] Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of [removed: November 17, 2010.](http://www.sec.gov/Archives/edgar/data/74208/000129993310004123/exhibit1.htm)] [added: 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 [added: December 4, 2015] and filed with the Commission on [removed: November 18, 2010.] [added: December 10, 2015.] |

| [removed: 3.17] [added: 10.36] | ​ | [removed: [Ninth] [added: [Eleventh] Amendment to the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P., dated as of December [removed: 4, 2015.](http://www.sec.gov/Archives/edgar/data/74208/000007420815000111/ex101-12042015xninthamendm.htm)] [added: 16, 2020](https://www.sec.gov/Archives/edgar/data/74208/000007420820000105/udr-20201216ex101f47733.htm).] | ​ | Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated [removed: December 4, 2015] and filed with the Commission on December [removed: 10, 2015.] [added: 16, 2020.] |

| [removed: 3.18] [added: 10.35] | [added: ​] | [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/74208/000007420818000089/c208-20180930ex3186065fb.htm). | ​ | Exhibit 3.18 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018. |

| [removed: 3.19] [added: 10.10] | [added: ​] | [removed: [Eleventh Amendment to the Amended and Restated Agreement of Limited Partnership] [added: [Guaranty] of United Dominion Realty, L.P., dated as of [removed: December 16, 2020](https://www.sec.gov/Archives/edgar/data/74208/000007420820000105/udr-20201216ex101f47733.htm).] [added: September 15, 2021, with respect to the Credit Agreement, dated as of September 15, 2021](https://www.sec.gov/Archives/edgar/data/74208/000007420821000093/udr-20210915ex102e9f9fd.htm).] | ​ | Exhibit [removed: 10.1] [added: 10.2] to UDR, Inc.’s Current Report on Form 8-K dated [added: September 15, 2021] and filed with the [removed: Commission] [added: SEC] on [removed: December 16, 2020.] [added: September 15, 2021).] |

| [removed: 4.14] [added: 4.21] | [removed: ​] | [UDR, Inc. [removed: 4.00%] [added: 3.200%] Medium-Term Note, Series A due [removed: October 2025,] [added: January 2030,] issued [removed: September 22, 2015.](http://www.sec.gov/Archives/edgar/data/74208/000007420816000140/exhibit423-12312015.htm)] [added: October 11, 2019](https://www.sec.gov/Archives/edgar/data/74208/000007420820000031/udr-20191231ex423124175.htm).] | ​ | Exhibit 4.23 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, [removed: 2015.] [added: 2019.] |

| [removed: 4.15] [added: 4.14] | ​ | [UDR, Inc. 2.950% Medium-Term Note, Series A due September 2026, issued August 23, 2016.](http://www.sec.gov/Archives/edgar/data/74208/000007420816000212/exhibit41-mtnofferingx9x30.htm) | ​ | Exhibit 4.1 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016. |

| [removed: 4.16] [added: 4.15] | ​ | [UDR, Inc. 3.500% Medium-Term Note, Series A due July 2027, issued June 16, 2017.](http://www.sec.gov/Archives/edgar/data/74208/000007420817000086/c208-20170630ex102626761.htm) | ​ | Exhibit 10.2 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. |

| [removed: 4.17] [added: 4.16] | ​ | [UDR, Inc. 3.500% Medium-Term Note, Series A due January 2028, issued December 13, 2017](http://www.sec.gov/Archives/edgar/data/74208/000007420818000024/c208-20171231ex4218ef02b.htm). | ​ | Exhibit 4.21 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017. |

| [removed: 4.18] [added: 4.17] | | [UDR, Inc. 4.400% Medium-Term Note, Series A due January 2029, issued October 26, 2018](http://www.sec.gov/Archives/edgar/data/74208/000007420819000028/c208-20181231ex421c8318a.htm). | ​ | Exhibit 4.21 to UDR, Inc’s Annual Report on Form 10-K for the year ended December 31, 2018. |

| [removed: 4.19] [added: 4.18] | | [UDR, Inc. 3.200% Medium-Term Note, Series A due January 2030, issued July 2, 2019](http://www.sec.gov/Archives/edgar/data/74208/000007420819000092/udr-20190930ex4120fa2a8.htm). | ​ | Exhibit 4.1 to UDR, Inc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019. |

| [removed: 4.20] [added: 4.19] | | [UDR, Inc. 3.000% Medium-Term Note, Series A due August 2031, issued August 15, 2019](http://www.sec.gov/Archives/edgar/data/74208/000007420819000092/udr-20190930ex423c33996.htm). | ​ | Exhibit 4.2 to UDR, Inc’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019. |

| [removed: 4.21] [added: 4.20] | | [UDR, Inc. 3.100% Medium-Term Note, Series A due November 2034, issued October 11, 2019](https://www.sec.gov/Archives/edgar/data/74208/000007420820000031/udr-20191231ex422d0fba5.htm). | ​ | Exhibit 4.22 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019. |

| [removed: 4.22] [added: 4.23] | | [UDR, Inc. 3.200% Medium-Term Note, Series A due January 2030, issued [removed: October 11, 2019](https://www.sec.gov/Archives/edgar/data/74208/000007420820000031/udr-20191231ex423124175.htm).] [added: February 28, 2020](https://www.sec.gov/Archives/edgar/data/74208/000007420820000056/udr-20200331ex410efb5ce.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] [added: March] 31, [removed: 2019.] [added: 2020.] |

| [removed: 4.23] [added: 10.22] | [added: ​] | [removed: [Description of UDR, Inc’s Securities](https://www.sec.gov/Archives/edgar/data/74208/000007420820000031/udr-20191231ex4249bf316.htm).] [added: [Class 1 Performance LTIP Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/74208/000007420821000025/udr-20201231ex102275133.htm).] | ​ | Exhibit [removed: 4.24] [added: 10.22] to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, [removed: 2019.] [added: 2020.] |

| 4.24 | | [UDR, Inc. [removed: 3.200%] [added: 2.100%] Medium-Term Note, Series A due [removed: January 2030,] [added: August 2032,] issued [removed: February 28, 2020](https://www.sec.gov/Archives/edgar/data/74208/000007420820000056/udr-20200331ex410efb5ce.htm).] [added: July 21, 2020](https://www.sec.gov/Archives/edgar/data/74208/000007420820000094/udr-20200930ex419bf3384.htm).] | ​ | Exhibit 4.1 to UDR, Inc.’s Quarterly Report on Form 10-Q for the [removed: Quarter] [added: quarter] ended [removed: March 31,] [added: September 30,] 2020. |

| [removed: 4.25] [added: 4.27] | | [UDR, Inc. [removed: 2.100%] [added: 3.000%] Medium-Term Note, Series A due August [removed: 2032,] [added: 2031,] issued [removed: July 21, 2020](https://www.sec.gov/Archives/edgar/data/74208/000007420820000094/udr-20200930ex419bf3384.htm).] [added: September 24, 2021.](https://www.sec.gov/Archives/edgar/data/74208/000007420821000108/udr-20210930ex417cafbfe.htm)] | ​ | Exhibit 4.1 to UDR, Inc.’s Quarterly Report on Form 10-Q for the [removed: Quarter] [added: quarter] ended September 30, [removed: 2020.] [added: 2021.] |

| [removed: 4.26] [added: 4.25] | | [UDR, Inc. 1.900% Medium-Term Note, Series A due March 2033, issued December 14, 2020](https://www.sec.gov/Archives/edgar/data/74208/000007420821000025/udr-20201231ex426267700.htm). | ​ | [removed: Filed herewith.] [added: Exhibit 4.26 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020.] |

| 10.01* | | [UDR, Inc. 1999 Long-Term Incentive Plan (as amended and restated [removed: February 2, 2017).](http://www.sec.gov/Archives/edgar/data/74208/000007420817000030/exhibit1001-12x31x2016.htm)] [added: May 27, 2021)](https://www.sec.gov/Archives/edgar/data/74208/000007420821000062/udr-20210527ex101f79311.htm).] | ​ | Exhibit 10.1 to UDR, Inc.’s [removed: Annual] [added: Current] Report on Form [removed: 10-K for] [added: 8-K dated May 27, 2021 and filed with] the [removed: year ended December 31, 2016.] [added: SEC on June 1, 2021.] |

| 10.06* | | [Indemnification Agreement by and between UDR, Inc. and each of its directors and officers listed on Schedule A [removed: thereto](http://www.sec.gov/Archives/edgar/data/74208/000007420817000030/exhibit1007-12x31x2016xind.htm).] [added: thereto](https://www.sec.gov/Archives/edgar/data/74208/000007420821000108/udr-20210930ex101262057.htm).] | ​ | Exhibit [removed: 10.7] [added: 10.1] 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, 2016.] [added: September 30, 2021.] |

| 10.09 | ​ | [removed: [First] [added: [Second] Amended and Restated Credit Agreement, dated as of September [removed: 27, 2018,] [added: 15, 2021,] by and among UDR, Inc., as borrower, and the lenders and agents party [removed: thereto.](http://www.sec.gov/Archives/edgar/data/74208/000007420818000073/c208-20181001ex101a2328b.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/74208/000007420821000093/udr-20210915ex10183ff34.htm).] | ​ | Exhibit 10.1 to UDR, Inc.’s Current Report on Form 8-K dated September [removed: 27, 2018] [added: 15, 2021] and filed with the [removed: Commission] [added: SEC] on [removed: October 1, 2018.] [added: September 15, 2021).] |

| [removed: 10.22] [added: 10.23] | ​ | [Class [removed: 1] [added: 2] Performance LTIP Unit Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/74208/000007420821000025/udr-20201231ex102275133.htm).] [added: Agreement](https://www.sec.gov/Archives/edgar/data/74208/000007420821000025/udr-20201231ex1023e2e7b.htm).] | ​ | [removed: Filed herewith.] [added: Exhibit 10.23 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020.] |

| [removed: 10.23] [added: 10.24] | ​ | [Class 2 Performance LTIP Unit Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/74208/000007420821000025/udr-20201231ex1023e2e7b.htm).] [added: Agreement, STI](https://www.sec.gov/Archives/edgar/data/74208/000007420821000025/udr-20201231ex1024d4ea2.htm).] | ​ | [removed: Filed herewith.] [added: Exhibit 10.24 to UDR, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020.] |

| 21 | ​ | [Subsidiaries of UDR, [removed: Inc. and United Dominion Realty, L.P.](https://www.sec.gov/Archives/edgar/data/74208/000007420821000025/udr-20201231ex21ea607be.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420822000010/udr-20211231xex21.htm)] | ​ | Filed herewith. |

| 23.1 | | [Consent of Independent Registered Public Accounting Firm for UDR, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420821000025/udr-20201231ex231501d59.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420822000010/udr-20211231ex231039a28.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/74208/000007420821000025/udr-20201231ex31128ac65.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420822000010/udr-20211231ex311292f57.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/74208/000007420821000025/udr-20201231ex312c4f751.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420822000010/udr-20211231ex312db6cb3.htm)] | ​ | Filed herewith. |

| [removed: 31.3] [added: 32.1] | ​ | [removed: [Rule 13a-14(a)] [added: [Section 1350] Certification of the Chief Executive Officer of [removed: United Dominion Realty, L.P.](https://www.sec.gov/Archives/edgar/data/74208/000007420821000025/udr-20201231ex3133dcd28.htm)] [added: UDR, Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420822000010/udr-20211231ex321595396.htm)] | ​ | Filed herewith. |

| 3.05 | | [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 July 27, 2021](https://www.sec.gov/Archives/edgar/data/74208/000007420821000082/udr-20210727ex31f57c1ba.htm). | ​ | Exhibit 3.1 to UDR, Inc.’s Current Report on Form 8-K dated July 29, 2021 and filed with the SEC on July 29, 2021. |

| 4.22 | | [Description of UDR, Inc’s Securities](https://www.sec.gov/Archives/edgar/data/74208/000007420822000010/udr-20211231ex422ca9824.htm). | ​ | Filed herewith. |

| 4.26 | | [UDR, Inc. 2.100% Medium-Term Note, Series A due June 2033, issued February 26, 2021](https://www.sec.gov/Archives/edgar/data/74208/000007420821000056/udr-20210331ex41992f8f5.htm). | ​ | Exhibit 4.1 to UDR, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. |

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| 10.37 | ​ | [Form of UDR, Inc. Stock Option Agreement](https://www.sec.gov/Archives/edgar/data/74208/000007420822000010/udr-20211231ex1037924c9.htm). | ​ | Filed herewith. |

| ​ | ​ | ​ | ​ | ​ |

| 22.2 | | [List of Guarantor Subsidiaries of UDR, Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420821000056/udr-20210331ex221cef00a.htm) | ​ | Exhibit 22.1 to UDR Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. |

| ​ | ​ | ​ | ​ | ​ |

The Commission file number for United Dominion Realty, L.P.’s Exchange Act filings is 333-156002-01.

| ​ | | ​ | ​ | ​ |

| 10.10 | ​ | [Guaranty of United Dominion Realty, L.P., dated as of September 27, 2018, with respect to the Credit Agreement, dated as of September 27, 2018.](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. |

| 10.24 | ​ | [Class 2 Performance LTIP Unit Award Agreement, STI](https://www.sec.gov/Archives/edgar/data/74208/000007420821000025/udr-20201231ex1024d4ea2.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/74208/000007420821000025/udr-20201231ex232ab1e4d.htm) | ​ | Filed herewith. |

| 32.1 | ​ | [Section 1350 Certification of the Chief Executive Officer of UDR, Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420821000025/udr-20201231ex321a4c4e7.htm) | ​ | Filed herewith. |

| 32.2 | ​ | [Section 1350 Certification of the Chief Financial Officer of UDR, Inc.](https://www.sec.gov/Archives/edgar/data/74208/000007420821000025/udr-20201231ex322d15d5d.htm) | ​ | Filed herewith. |

| 32.3 | ​ | [Section 1350 Certification of the Chief Executive Officer of United Dominion Realty, L.P.](https://www.sec.gov/Archives/edgar/data/74208/000007420821000025/udr-20201231ex323f817f3.htm) | ​ | Filed herewith. |

| 32.4 | ​ | [Section 1350 Certification of the Chief Financial Officer of United Dominion Realty, L.P.](https://www.sec.gov/Archives/edgar/data/74208/000007420821000025/udr-20201231ex324277067.htm) | ​ | Filed herewith. |

Pursuant to the requirements of [removed: Section 13 or 15(d) of] the Securities Exchange Act of 1934, [removed: the registrant has duly caused] this Report [removed: to be] [added: has been] signed [added: below] on [removed: its behalf] [added: February 15, 2022] by the [removed: undersigned, thereunto duly authorized.][added: following persons on behalf of the registrant and in the capacities indicated.]

| Date: February [removed: 18, 2021] [added: 15, 2022] | By: | /s/ Thomas W. Toomey |

| /s/ [removed: Joseph D. Fisher] [added: Tracy L. Hofmeister] | ​ | /s/ Mary Ann King |

| [removed: ​ Joseph D. Fisher] [added: Tracy L. Hofmeister] | ​ | ​ Mary Ann King |

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

| [Consolidated Balance Sheets at December 31, [removed: 2020] [added: 2021] and [removed: 2019](#BALANCESHEETS_439565)] [added: 2020](#BALANCESHEETS_439565)] | F-6 |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#STATEMENTSOFOPERATIONS_417018)] [added: 2019](#STATEMENTSOFOPERATIONS_417018)] | F-7 |

| [Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#COMPREHENSIVEINCOMELOSS_987542)] [added: 2019](#COMPREHENSIVEINCOMELOSS_987542)] | F-8 |

| [Consolidated Statements of Changes in Equity for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#CHANGESINEQUITY_994858)] [added: 2019](#CHANGESINEQUITY_994858)] | F-9 |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#CASHFLOWS_264688)] [added: 2019](#CASHFLOWS_264688)] | F-10 |

[removed: | [Consolidated] [added: The tables below present the effect of the Company’s derivative financial instruments on the Consolidated] Statements of Operations for the years ended December 31, [added: 2021,] 2020, [removed: 2019,] and [removed: 2018](#LP_StatementOfOperation) | F-62 |][added: 2019 (_dollars in thousands_):]

[removed: | [Notes to Consolidated Financial Statements](#LP_CONSOLIDATANDBASISOFPRESENT) | F-66 |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)]

We have audited the accompanying consolidated balance sheets of UDR, Inc. (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] and the related notes and the financial statement schedule listed in the accompanying Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] 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: 18, 2021] [added: 15, 2022] expressed an unqualified opinion thereon.

| _Description of the Matter_ | At December 31, [removed: 2020,] [added: 2021,] the Company’s real estate owned, net and investment in and advances to unconsolidated joint ventures, net were approximately [removed: $8.5] [added: $9.6] billion and [removed: $600.2] [added: $702.5] million, respectively. As more fully described in Note 2 to the consolidated financial statements, the Company periodically evaluates these assets for indicators of impairment, and this includes, among other things, judgments based on factors such as operational performance, market conditions, the Company’s intent and ability to hold each asset, as well as any significant cost overruns on development or redevelopment [added: communities. During 2021, the Company did not recognize an impairment related to real estate] |

| | [removed: communities. During 2020, the Company did not recognize an impairment related to real estate] owned, net or any other than temporary impairments related to its investment in unconsolidated joint ventures. Auditing the Company’s evaluation for indicators of impairment was complex due to a high degree of subjectivity in the identification of events or changes in circumstances that may indicate an impairment of its real estate owned or that the value of its investment in unconsolidated joint ventures may be other than temporarily impaired. Differences or changes in these judgments could have a material impact on the Company’s analysis. |

| _Description of the Matter_ | During [removed: 2020,] [added: 2021,] the Company acquired real estate investment [removed: properties, including one real estate investment property for] [added: properties] which [removed: the Company held a previous unconsolidated equity interest. These transactions] were accounted for as asset acquisitions. The aggregate increase in real estate and other assets due to these acquisitions was approximately [removed: $422.0 million.] [added: $1.5 billion.] As more fully described in Note 3 to the consolidated financial statements, the total consideration was allocated to land, land improvements, buildings and improvements, and real estate intangible assets based on their relative fair value. Auditing the Company’s acquisition of real estate investment properties is complex and requires a higher degree of auditor judgment due to the significant assumptions that are utilized in the determination of the relative fair values of the assets acquired. The significant assumptions used in management’s analysis to estimate the fair value of these components includes capitalization rates, market comparable prices for similar land parcels, market rental rates, leasing commission rates as well as the time it would take to lease any acquired buildings that were vacant at acquisition. |

[added: | Note due] February [removed: 18,] 2021 [added: (a) | ​ | N/A | ​ | $ | — | ​ | $ | 4,000 |]

We have audited UDR, Inc.’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal [removed: Control-Integrated] [added: Control Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, UDR, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] and the related notes and the financial statement schedule listed in the accompanying Index at Item 15(a) and our report dated February [removed: 18, 2021] [added: 15, 2022] expressed an unqualified opinion thereon.

[removed: | ​ | ​ | December 31, | | ​ | December 31, | |][added: DECEMBER 31, 2021]

| [removed: ​] [added: ​] | | [added: 2021 | | |] 2020 | | | 2019 | |

[removed: | Real estate owned: | | ​ | | | ​ | |][added: (see Note 3, _Real Estate Owned_).]

| Real estate held for investment | ​ | $ | [removed: 12,706,940] [added: 14,352,234] | ​ | $ | [removed: 12,532,324] [added: 12,706,940] |

| Less: accumulated depreciation | ​ | | [removed: (4,590,577)] [added: (5,136,589)] | ​ | | [removed: (4,131,330)] [added: (4,590,577)] |

| Real estate held for investment, net | ​ | | [removed: 8,116,363] [added: 9,215,645] | ​ | | [removed: 8,400,994] [added: 8,116,363] |

| Real estate under development (net of accumulated depreciation of [removed: $1,010] [added: $507] and [removed: $23,] [added: $1,010,] respectively) | ​ | | [removed: 246,867] [added: 388,062] | ​ | | [removed: 69,754] [added: 246,867] |

| Real estate held for disposition (net of accumulated depreciation of [removed: $13,779] [added: $0] and [removed: $0,] [added: $13,779,] respectively) | ​ | | [removed: 102,876] [added: —] | ​ | | [removed: —] [added: 102,876] |

| Total real estate owned, net of accumulated depreciation | ​ | | [removed: 8,466,106] [added: 9,603,707] | ​ | | [removed: 8,470,748] [added: 8,466,106] |

| Cash and cash equivalents | [removed: ​] [added: ​] | [added: $] | [removed: 1,409] [added: 967] | ​ | [added: $] | [added: 1,409 | ​ | $ |] 8,106 |

| Restricted cash | [added: ​ |] ​ | [added: 27,451] | [removed: 22,762] [added: ​] | ​ | [added: 22,762] | [added: ​ | ​ |] 25,185 |

| Notes receivable, net | ​ | | [removed: 157,992] [added: 26,860] | ​ | | [removed: 153,650] [added: 157,992] |

| Investment in and advances to unconsolidated joint ventures, net | ​ | | [removed: 600,233] [added: 702,461] | ​ | | [removed: 588,262] [added: 600,233] |

| Operating lease right-of-use assets | ​ | ​ | [removed: 200,913] [added: 197,463] | ​ | ​ | [removed: 204,225] [added: 200,913] |

| Other assets | ​ | | [removed: 188,118] [added: 216,311] | ​ | | [removed: 186,296] [added: 188,118] |

| Total assets | ​ | $ | [removed: 9,637,533] [added: 10,775,220] | ​ | $ | [removed: 9,636,472] [added: 9,637,533] |

| Secured debt, net | ​ | $ | [removed: 862,147] [added: 1,057,380] | ​ | $ | [removed: 1,149,441] [added: 862,147] |

| Unsecured debt, net | ​ | | [removed: 4,114,401] [added: 4,355,407] | ​ | | [removed: 3,558,083] [added: 4,114,401] |

| /s/ Joseph D. Fisher | ​ | /s/ Jon A. Grove |

| ​ Joseph D. Fisher | ​ | ​ Jon A. Grove |

| ​ | ​ | /s/ Kevin C. Nickelberry |

| ​ | ​ | Kevin C. Nickelberry |

February 15, 2022

February 15, 2022

| ​ | | 2021 | | | 2020 | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Balance at December 31, 2021 | ​ | $ | 44,765 | ​ | $ | 3,181 | ​ | $ | 6,884,269 | ​ | $ | (3,485,080) | ​ | $ | (4,261) | ​ | $ | 31,430 | ​ | $ | 3,474,304 |

| Interest paid during the period, net of amounts capitalized | ​ | $ | 136,978 | ​ | $ | 159,386 | ​ | $ | 160,622 |

| Cash paid for amounts included in the measurement of lease liabilities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Operating cash flows from operating leases | ​ | ​ | 12,502 | ​ | ​ | 12,502 | ​ | ​ | 7,874 |

| Secured debt assumed upon acquisition of real estate assets | ​ | $ | 201,296 | ​ | $ | — | ​ | ​ | ​ |

| Acquisition of land parcel pursuant to a deed in lieu of foreclosure | ​ | ​ | 25,000 | ​ | ​ | — | ​ | ​ | ​ |

| Cancellation of secured note receivable pursuant to a deed in lieu of foreclosure | ​ | ​ | 24,869 | ​ | ​ | — | ​ | ​ | ​ |

| OP Units issued for real estate, net | ​ | ​ | 48,533 | ​ | ​ | — | ​ | ​ | — |

In March 2020, the SEC adopted rules that amended the financial disclosure requirements for subsidiary issuers and guarantors of registered debt securities in Rule 3-10 of Regulation S-X.

Subsequently, in November 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-09, _Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762,_ which revised SEC paragraphs of the codification to reflect, as appropriate, the amended disclosure requirements mentioned above.

Under the amended rules, parent companies can provide alternative disclosures in lieu of separate audited financial statements of subsidiary issuers and guarantors that meet certain criteria.

We evaluated the criteria and determined that we are eligible for the exceptions, which allow us to provide alternative disclosures for the Operating Partnership, which guarantees certain outstanding debt securities issued by the Company.

As a result of the amendments, the Operating Partnership, as subsidiary guarantor, is no longer subject to the filing requirements under Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will no longer file separate periodic and current reports in reliance on Rule 12h-5 under the Exchange Act.

The alternative disclosures related to the Operating Partnership are presented in Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations” in this report.

own equity.

Expenditures for ordinary repair and

The Company will include the carrying amount of its previously held equity

| ​ | ​ | 2021 | ​ | 2021 | | ​ | 2020 | |

| (b) | The Company previously had a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million. The note was secured by a parcel of land and related land improvements located in Alameda, California. In September 2020, the developer defaulted on the loan. As a result of the default, in April 2021, the Company took title to the property pursuant to a deed in lieu of foreclosure. As such, the Company increased its real estate assets owned by approximately $25.0 million, the fair market value of the property on the date of the title transfer, and recorded a $0.1 million gain on extinguishment of the secured note to _Interest income and other income/(expense), net_ on the Consolidated Statements of Operations, which was based on the note’s principal balance and unpaid accrued interest of $4.9 million. (See Note 3, _Real Estate Owned_ for further discussion.) |

| (d) | The Company previously had a secured note with an unaffiliated third party with an aggregate commitment of $115.0 million. Interest payments were due when the loan matured. The note was secured by a first priority deed of trust on a 259 apartment home operating community in Bellevue, Washington, which was completed in 2020. |

DECEMBER 31, 2021

In connection with the acquisition of this community, the note and the unpaid accrued interest were paid in full.

DECEMBER 31, 2021

DECEMBER 31, 2021

The balance of any unamortized financing costs

DECEMBER 31, 2021

DECEMBER 31, 2021

DECEMBER 31, 2021

| ​ | ​ | 2021 | | ​ | 2020 | |

In April 2021, the Company acquired a 636 apartment home operating community located in Farmers Branch, Texas, for approximately $110.2 million.

In connection with the acquisition, the Company assumed an above-market mortgage note payable secured by the community with an outstanding balance of approximately $42.0 million.

The Company previously had a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million.

SIGNATURES

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

| ​ | ​ | 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 18, 2021 by the following persons on behalf of the registrant and in the capacities indicated.

| /s/ Thomas W. Toomey | ​ | /s/ Katherine A. Cattanach |

| ​ Thomas W. Toomey | ​ | ​ Katherine A. Cattanach |

| /s/ Tracy L. Hofmeister | ​ | /s/ Jon A. Grove |

| Tracy L. Hofmeister | ​ | ​ Jon A. Grove |

| (Principal Accounting Officer) | ​ | ​ |

| /s/ James D. Klingbeil | ​ | /s/ Clint D. McDonnough |

| ​ James D. Klingbeil | ​ | Clint D. McDonnough |

| ​ | ​ | /s/ Robert A. McNamara |

| ​ | ​ | ​ Robert A. McNamara |

| ​ | ​ | /s/ Mark R. Patterson |

| ​ | ​ | Mark R. Patterson |

| ​ | ​ | /s/ Diane M. Morefield |

| ​ | ​ | Diane M. Morefield |

| ​ | UNITED DOMINION REALTY, L.P. | |

| ​ | ​ | |

| ​ | By: | UDR, Inc., its sole general partner |

| Chairman of the Board and Chief Executive Officer of the General Partner | ​ | Director of the General Partner |

| (Principal Executive Officer) | ​ | ​ |

| Senior Vice President and Chief Financial Officer | ​ | Director of the General Partner |

| of the General Partner (Principal Financial Officer) | ​ | ​ |

| Senior Vice President – Chief Accounting Officer of the General Partner | ​ | Director of the General Partner |

| Lead Independent Director of the General Partner | ​ | Director of the General Partner |

| ​ | ​ | Director of the General Partner |

​

| ​ | ​ |

| --- | --- |

| UNITED DOMINION REALTY, L.P.: | ​ |

| [Report of Independent Registered Public Accounting Firm](#LPREPORTOFINDEPENDENTEY) | F-58 |

| [Consolidated Balance Sheets at December 31, 2020 and 2019](#LP_BalanceSheet) | F-61 |

| [Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, 2020, 2019, and 2018](#LP_ComprehensiveIncome) | F-63 |

| [Consolidated Statements of Changes in Capital for the years ended December 31, 2020, 2019, and 2018](#LP_ChangesInCapital) | F-64 |

| [Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019, and 2018](#LP_CashFlow) | F-65 |

| [Schedule III- Summary of Real Estate Owned](#UDR_LP_SCHIII) | S-6 |

Report of Independent Registered Public Accounting Firm