Cover and table of contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

​	​
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the quarterly period ended September 30, 2024

OR

​	​
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the transition period from to

Commission file number

1-10524

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UDR, Inc.

(Exact name of registrant as specified in its charter)

​	​
Maryland	54-0857512
(State or other jurisdiction of	(I.R.S. Employer
incorporation of organization)	Identification No.)

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1745 Shea Center Drive, Suite 200**,** Highlands Ranch**,** Colorado 80129

(Address of principal executive offices) (zip code)

(720) 283-6120

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	UDR	New York Stock Exchange

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​	​	​	​
Large Accelerated Filer ⌧	Accelerated Filer ◻	Non-Accelerated Filer ◻	Smaller Reporting Company ☐
​	​	​	Emerging Growth Company ☐

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

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

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The number of shares of UDR, Inc.’s common stock, $0.01 par value, outstanding as of October 28, 2024 was 329,960,195.

UDR, INC.

INDEX

​	PAGE
PART I — FINANCIAL INFORMATION
​	​
Item 1. Consolidated Financial Statements	​
​	​
Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023 (audited)	3
​	​
Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (unaudited)	4
​	​
Consolidated Statements of Comprehensive Income/(Loss) for the three and nine months ended September 30, 2024 and 2023 (unaudited)	5
​	​
Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2024 and 2023 (unaudited)	6
​	​
Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (unaudited)	8
​	​
Notes to Consolidated Financial Statements (unaudited)	10
​	​
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
​	​
Item 3. Quantitative and Qualitative Disclosures About Market Risk	59
​	​
Item 4. Controls and Procedures	59
​	​
PART II — OTHER INFORMATION
​	​
Item 1. Legal Proceedings	60
​	​
Item 1A. Risk Factors	60
​	​
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	76
​	​
Item 3. Defaults Upon Senior Securities	77
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Item 4. Mine Safety Disclosures	77
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Item 5. Other Information	77
​	​
Item 6. Exhibits	78
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Signatures	79
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UDR, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

​	​	​	​	​	​	​
​	​	September 30,		​	December 31,
​		2024			2023
​	​	(unaudited)		​	(audited)
ASSETS	​	​	​	​	​	​
Real estate owned:		​			​
Real estate held for investment	​	$	16,152,262	​	$	15,757,456
Less: accumulated depreciation	​		(6,739,674)	​		(6,242,686)
Real estate held for investment, net	​		9,412,588	​		9,514,770
Real estate under development (net of accumulated depreciation of $0 and $184, respectively)	​		—	​		160,220
Real estate held for disposition (net of accumulated depreciation of $0 and $24,960, respectively)	​		—	​		81,039
Total real estate owned, net of accumulated depreciation	​		9,412,588	​		9,756,029
​	​	​	​	​	​	​
Cash and cash equivalents	​		2,285	​		2,922
Restricted cash	​		33,267	​		31,944
Notes receivable, net	​		280,006	​		228,825
Investment in and advances to unconsolidated joint ventures, net	​		966,227	​		952,934
Operating lease right-of-use assets	​	​	187,918	​	​	190,619
Other assets	​		197,473	​		209,969
Total assets	​	$	11,079,764	​	$	11,373,242
​	​	​	​	​	​	​
LIABILITIES AND EQUITY	​			​
Liabilities:	​			​
Secured debt, net	​	$	1,140,692	​	$	1,277,713
Unsecured debt, net	​		4,724,571	​		4,520,996
Operating lease liabilities	​	​	183,181	​	​	185,836
Real estate taxes payable	​		68,816	​		47,107
Accrued interest payable	​		28,773	​		47,710
Security deposits and prepaid rent	​		49,727	​		50,528
Distributions payable	​		151,755	​		149,600
Accounts payable, accrued expenses, and other liabilities	​		119,202	​		141,311
Total liabilities	​		6,466,717	​		6,420,801
​	​	​	​	​	​	​
Commitments and contingencies (Note 13)	​			​
​	​	​	​	​	​	​
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	​		1,098,987	​		961,087
​	​	​	​	​	​	​
Equity:	​			​
Preferred stock, no par value; 50,000,000 shares authorized at September 30, 2024 and December 31, 2023:	​			​
8.00% Series E Cumulative Convertible; 2,600,678 and 2,686,308 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	​		43,192	​		44,614
Series F; 11,355,829 and 11,867,730 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	​		1	​		1
Common stock, $0.01 par value; 450,000,000 shares authorized at September 30, 2024 and December 31, 2023:	​			​
329,926,696 and 329,014,512 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	​		3,299	​		3,290
Additional paid-in capital	​		7,526,910	​		7,493,217
Distributions in excess of net income	​		(4,064,283)	​		(3,554,892)
Accumulated other comprehensive income/(loss), net	​		4,606	​		4,914
Total stockholders’ equity	​		3,513,725	​		3,991,144
Noncontrolling interests	​		335	​		210
Total equity	​		3,514,060	​		3,991,354
Total liabilities and equity	​	$	11,079,764	​	$	11,373,242

​

See accompanying notes to consolidated financial statements.

UDR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Nine Months Ended
​	​	September 30,					​	September 30,
​		2024			2023		​	2024		​	2023
REVENUES:		​			​			​			​
Rental income	​	$	418,088	​	$	408,359	​	$	1,243,085	​	$	1,209,764
Joint venture management and other fees	​		2,072	​		1,772	​		6,029	​		4,464
Total revenues	​		420,160	​		410,131	​		1,249,114	​		1,214,228
OPERATING EXPENSES:	​			​			​			​
Property operating and maintenance	​		76,484	​		71,599	​		220,405	​		205,294
Real estate taxes and insurance	​		57,182	​		58,104	​		174,861	​		173,590
Property management	​		13,588	​		13,271	​		40,400	​		39,317
Other operating expenses	​		6,382	​		4,611	​		20,803	​		11,902
Real estate depreciation and amortization	​		170,276	​		167,551	​		510,622	​		505,776
General and administrative	​		20,890	​		15,159	​		58,836	​		49,091
Casualty-related charges/(recoveries), net	​		1,473	​		(1,928)	​		8,749	​		3,362
Other depreciation and amortization	​		4,029	​		3,692	​		13,024	​		11,022
Total operating expenses	​		350,304	​		332,059	​	​	1,047,700	​		999,354
Gain/(loss) on sale of real estate owned	​	​	—	​	​	—	​	​	16,867	​	​	325,885
Operating income	​		69,856	​		78,072	​		218,281	​		540,759
​	​	​	​	​	​	​	​	​	​	​	​	​
Income/(loss) from unconsolidated entities	​		(1,880)	​		5,508	​		11,251	​		24,912
Interest expense	​		(50,214)	​		(44,664)	​		(146,087)	​		(133,519)
Interest income and other income/(expense), net	​		6,159	​		(3,069)	​		18,522	​		8,388
Income/(loss) before income taxes	​		23,921	​		35,847	​		101,967	​		440,540
Tax (provision)/benefit, net	​		156	​		(428)	​		(567)	​		(2,013)
Net income/(loss)	​		24,077	​		35,419	​		101,400	​		438,527
Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	​		(1,574)	​		(2,554)	​		(6,736)	​		(27,137)
Net (income)/loss attributable to noncontrolling interests	​		94	​		(7)	​		(35)	​		(23)
Net income/(loss) attributable to UDR, Inc.	​		22,597	​		32,858	​		94,629	​		411,367
Distributions to preferred stockholders — Series E (Convertible)	​		(1,197)	​		(1,221)	​		(3,638)	​		(3,626)
Net income/(loss) attributable to common stockholders	​	$	21,400	​	$	31,637	​	$	90,991	​	$	407,741
​	​	​	​	​	​	​	​	​	​	​	​	​
Income/(loss) per weighted average common share:	​			​			​			​
Basic	​	$	0.06	​	$	0.10	​	$	0.28	​	$	1.24
Diluted	​	$	0.06	​	$	0.10	​	$	0.28	​	$	1.24
​	​	​	​	​	​	​	​	​	​	​	​	​
Weighted average number of common shares outstanding:	​			​			​			​
Basic	​		329,421	​		328,760	​		329,101	​		328,835
Diluted	​		330,557	​		329,201	​		329,755	​		329,283

​

See accompanying notes to consolidated financial statements.

UDR, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(In thousands)

(Unaudited)

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Nine Months Ended
​	​	September 30,					​	September 30,
​		2024			2023		​	2024		​	2023
Net income/(loss)	​	$	24,077	​	$	35,419	​	$	101,400	​	$	438,527
Other comprehensive income/(loss), including portion attributable to noncontrolling interests:	​			​			​			​
Other comprehensive income/(loss) - derivative instruments:	​			​			​			​
Unrealized holding gain/(loss)	​		(1,768)	​		1,314	​		5,464	​		5,336
(Gain)/loss reclassified into earnings from other comprehensive income/(loss)	​		(1,782)	​		(2,110)	​		(5,768)	​		(5,332)
Other comprehensive income/(loss), including portion attributable to noncontrolling interests	​		(3,550)	​		(796)	​		(304)	​		4
Comprehensive income/(loss)	​		20,527	​		34,623	​		101,096	​		438,531
Comprehensive (income)/loss attributable to noncontrolling interests	​		(1,234)	​		(2,521)	​		(6,775)	​		(27,148)
Comprehensive income/(loss) attributable to UDR, Inc.	​	$	19,293	​	$	32,102	​	$	94,321	​	$	411,383

​

See accompanying notes to consolidated financial statements.

​

UDR, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands, except per share data)

(Unaudited)

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​		​	​		​	​	​	Distributions		​	Accumulated Other Comprehensive		​	​	​	​	​	​
​	​	Preferred		​	Common		​	Paid-in		​	in Excess of		​	Income/(Loss),		​	Noncontrolling		​	​	​
​	​	Stock		​	Stock		​	Capital		​	Net Income		​	net		​	Interests		​	Total
Balance at June 30, 2024	​	$	43,193	​	$	3,295	​	$	7,508,794	​	$	(3,840,808)	​	$	7,910	​	$	335	​	$	3,722,719
Net income/(loss) attributable to UDR, Inc.	​	​	—	​	​	—	​	​	—	​	​	22,597	​	​	—	​	​	—	​	​	22,597
Other comprehensive income/(loss)	​	​	—	​	​	—	​	​	—	​	​	—	​	​	(3,304)	​	​	—	​	​	(3,304)
Issuance/(forfeiture) of common and restricted shares, net	​	​	—	​	​	—	​	​	2,242	​	​	—	​	​	—	​	​	—	​	​	2,242
Issuance of common shares through public offering, net	​	​	—	​	​	—	​	​	(38)	​	​	—	​	​	—	​	​	—	​	​	(38)
Adjustment for conversion of noncontrolling interest of unitholders in the Operating Partnership and DownREIT Partnership	​	​	—	​	​	4	​	​	15,912	​	​	—	​	​	—	​	​	—	​	​	15,916
Common stock distributions declared ($0.425 per share)	​	​	—	​	​	—	​	​	—	​	​	(140,219)	​	​	—	​	​	—	​	​	(140,219)
Preferred stock distributions declared-Series E ($0.465 per share)	​	​	—	​	​	—	​	​	—	​	​	(1,197)	​	​	—	​	​	—	​	​	(1,197)
Adjustment to reflect redemption value of redeemable noncontrolling interests	​	​	—	​	​	—	​	​	—	​	​	(104,656)	​	​	—	​	​	—	​	​	(104,656)
Balance at September 30, 2024	​	$	43,193	​	$	3,299	​	$	7,526,910	​	$	(4,064,283)	​	$	4,606	​	$	335	​	$	3,514,060

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		​	​		​	​		​	​		Distributions		​	Accumulated Other Comprehensive		​	​	​	​	​	​
​	​	Preferred		​	Common		​	Paid-in		​	in Excess of		​	Income/(Loss),		​	Noncontrolling		​	​	​
​	​	Stock		​	Stock		​	Capital		​	Net Income		​	net		​	Interests		​	Total
Balance at December 31, 2023	​	$	44,615	​	$	3,290	​	$	7,493,217	​	$	(3,554,892)	​	$	4,914	​	$	210	​	$	3,991,354
Net income/(loss) attributable to UDR, Inc.	​	​	—	​	​	—	​	​	—	​	​	94,629	​	​	—	​	​	—	​	​	94,629
Other comprehensive income/(loss)	​	​	—	​	​	—	​	​	—	​	​	—	​	​	(308)	​	​	—	​	​	(308)
Issuance/(forfeiture) of common and restricted shares, net	​	​	—	​	​	1	​	​	4,343	​	​	—	​	​	—	​	​	—	​	​	4,344
Issuance of common shares through public offering, net	​	​	—	​	​	—	​	​	(456)	​	​	—	​	​	—	​	​	—	​	​	(456)
Conversion of Series E Cumulative Convertible shares	​	​	(1,422)	​	​	1	​	​	1,421	​	​	—	​	​	—	​	​	—	​	​	—
Adjustment for conversion of noncontrolling interest of unitholders in the Operating Partnership and DownREIT Partnership	​	​	—	​	​	7	​	​	28,385	​	​	—	​	​	—	​	​	—	​	​	28,392
Contribution of noncontrolling interests in consolidated real estate	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	125	​	​	125
Common stock distributions declared ($1.275 per share)	​	​	—	​	​	—	​	​	—	​	​	(420,296)	​	​	—	​	​	—	​	​	(420,296)
Preferred stock distributions declared-Series E ($1.3950 per share)	​	​	—	​	​	—	​	​	—	​	​	(3,638)	​	​	—	​	​	—	​	​	(3,638)
Adjustment to reflect redemption value of redeemable noncontrolling interests	​	​	—	​	​	—	​	​	—	​	​	(180,086)	​	​	—	​	​	—	​	​	(180,086)
Balance at September 30, 2024	​	$	43,193	​	$	3,299	​	$	7,526,910	​	$	(4,064,283)	​	$	4,606	​	$	335	​	$	3,514,060

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		​	​		​	​		​	​		Distributions			Accumulated Other Comprehensive			​	​		​	​
​	​	Preferred		​	Common		​	Paid-in		​	in Excess of		​	Income/(Loss),		​	Noncontrolling		​	​	​
​	​	Stock		​	Stock		​	Capital		​	Net Income		​	net		​	Interests		​	Total
Balance at June 30, 2023	​	$	44,615	​	$	3,295	​	$	7,508,616	​	$	(3,445,679)	​	$	9,116	​	$	210	​	$	4,120,173
Net income/(loss) attributable to UDR, Inc.	​		—	​		—	​		—	​		32,858	​		—	​		—	​		32,858
Other comprehensive income/(loss)	​		—	​		—	​		—	​		—	​		(756)	​		—	​		(756)
Issuance/(forfeiture) of common and restricted shares, net	​		—	​		—	​		1,842	​		—	​		—	​		—	​		1,842
Adjustment for conversion of noncontrolling interest of unitholders in the Operating Partnership and DownREIT Partnership	​		—	​		—	​		2,060	​		—	​		—	​		—	​		2,060
Common stock distributions declared ($0.42 per share)	​		—	​		—	​		—	​		(138,111)	​		—	​		—	​		(138,111)
Repurchase of common shares	​	​	—	​	​	(6)	​	​	(25,003)	​	​	—	​	​	—	​	​	—	​	​	(25,009)
Preferred stock distributions declared-Series E ($0.4548 per share)	​		—	​		—	​		—	​		(1,221)	​		—	​		—	​		(1,221)
Adjustment to reflect redemption value of redeemable noncontrolling interests	​		—	​		—	​		—	​		159,298	​		—	​		—	​		159,298
Balance at September 30, 2023	​	$	44,615	​	$	3,289	​	$	7,487,515	​	$	(3,392,855)	​	$	8,360	​	$	210	​	$	4,151,134

​

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		​	​		​	​		​	​		Distributions			Accumulated Other Comprehensive			​	​		​	​
​	​	Preferred		​	Common		​	Paid-in		​	in Excess of		​	Income/(Loss),		​	Noncontrolling		​	​	​
​	​	Stock		​	Stock		​	Capital		​	Net Income		​	net		​	Interests		​	Total
Balance at December 31, 2022	​	$	44,615	​	$	3,290	​	$	7,493,423	​	$	(3,451,587)	​	$	8,344	​	$	210	​	$	4,098,295
Net income/(loss) attributable to UDR, Inc.	​		—	​		—	​		—	​		411,367	​		—	​		—	​		411,367
Other comprehensive income/(loss)	​		—	​		—	​		—	​		—	​		16	​		—	​		16
Issuance/(forfeiture) of common and restricted shares, net	​		—	​		2	​		4,808	​		—	​		—	​		—	​		4,810
Issuance of common shares through public offering, net	​		—	​		—	​		(473)	​		—	​		—	​		—	​		(473)
Adjustment for conversion of noncontrolling interest of unitholders in the Operating Partnership and DownREIT Partnership	​		—	​		3	​		14,760	​		—	​		—	​		—	​		14,763
Common stock distributions declared ($0.84 per share)	​		—	​		—	​		—	​		(414,808)	​		—	​		—	​		(414,808)
Repurchase of common shares	​	​	—	​	​	(6)	​	​	(25,003)	​	​	—	​	​	—	​	​	—	​	​	(25,009)
Preferred stock distributions declared-Series E ($0.9096 per share)	​		—	​		—	​		—	​		(3,626)	​		—	​		—	​		(3,626)
Adjustment to reflect redemption value of redeemable noncontrolling interests	​		—	​		—	​		—	​		65,799	​		—	​		—	​		65,799
Balance at September 30, 2023	​	$	44,615	​	$	3,289	​	$	7,487,515	​	$	(3,392,855)	​	$	8,360	​	$	210	​	$	4,151,134

​

See accompanying notes to consolidated financial statements.

​

UDR, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, except for share data)

(Unaudited)

​

​

​

​	​	​	​	​	​	​
​	​	Nine Months Ended September 30,
​		2024			2023
Operating Activities	​	​			​
Net income/(loss)	​	$	101,400	​	$	438,527
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:	​			​
Depreciation and amortization	​		523,646	​		516,798
(Gain)/loss on sale of real estate owned	​		(16,867)	​		(325,885)
(Income)/loss from unconsolidated entities	​		(11,251)	​		(24,912)
Return on investment in unconsolidated joint ventures and partnerships	​		29,816	​		11,969
Amortization of share-based compensation	​		25,857	​		22,770
Other	​		19,308	​		10,516
Changes in operating assets and liabilities:	​		​	​
(Increase)/decrease in operating assets	​		(21,235)	​		(20,164)
Increase/(decrease) in operating liabilities	​		(14,362)	​		(16,026)
Net cash provided by/(used in) operating activities	​		636,312	​		613,593
​	​	​	​	​	​	​
Investing Activities	​			​
Acquisition of real estate assets	​		—	​		(17,848)
Proceeds from sales of real estate investments, net	​		98,650	​		247,935
Development of real estate assets	​		(63,236)	​		(120,644)
Capital expenditures and other major improvements — real estate assets	​		(188,783)	​		(220,341)
Capital expenditures — non-real estate assets	​		(16,304)	​		(14,081)
Investment in unconsolidated joint ventures and partnerships	​		(45,372)	​		(27,775)
Distributions received from unconsolidated joint ventures and partnerships	​		13,646	​		9,315
Proceeds from sale of equity securities	​	​	4,624	​	​	—
Purchase deposits on pending acquisitions	​	​	1,000	​	​	(1,000)
Repayment/(issuance) of notes receivable, net	​		(31,818)	​		(71,786)
Net cash provided by/(used in) investing activities	​		(227,593)	​		(216,225)
​	​	​	​	​	​	​
Financing Activities	​			​
Payments on secured debt	​		(136,631)	​		(884)
Payments on unsecured debt	​	​	(15,644)	​	​	—
Net proceeds from the issuance of unsecured debt	​		296,929	​		—
Net proceeds/(repayment) of commercial paper	​		(118,075)	​		80,000
Net proceeds/(repayment) of revolving bank debt	​		42,191	​		(1,316)
Repurchase of common shares	​	​	—	​	​	(25,009)
Distributions paid to redeemable noncontrolling interests	​		(31,398)	​		(25,869)
Distributions paid to preferred stockholders	​		(3,642)	​		(3,540)
Distributions paid to common stockholders	​		(418,263)	​		(401,686)
Other	​		(23,500)	​		(16,803)
Net cash provided by/(used in) financing activities	​		(408,033)	​		(395,107)
Net increase/(decrease) in cash, cash equivalents, and restricted cash	​		686	​		2,261
Cash, cash equivalents, and restricted cash, beginning of year	​		34,866	​		30,194
Cash, cash equivalents, and restricted cash, end of period	​	$	35,552	​	$	32,455
​	​	​	​	​	​	​
Supplemental Information:	​			​
Interest paid during the period, net of amounts capitalized	​	$	166,511	​	$	156,606
Cash paid for amounts included in the measurement of lease liabilities:	​	​	​	​	​	​
Operating cash flows from operating leases	​	​	9,377	​	​	9,377
Cash paid/(refunds received) for income taxes	​		1,063	​		1,914
Non-cash transactions:	​			​
Secured debt assumed upon acquisition of real estate assets	​	$	—	​	$	191,737
OP Units issued for real estate, net	​	​	—	​	​	141,359
Redeemable long-term and short-term incentive plan units	​	​	21,121	​	​	19,334
Development costs and capital expenditures incurred, but not yet paid	​		21,214	​		42,760
Conversion of Operating Partnership and DownREIT Partnership noncontrolling interests to common stock (715,603 shares and 357,813 shares, respectively)	​		28,391	​		14,763
Distribution of equity securities from unconsolidated real estate technology investments	​	​	—	​	​	7,749
Contribution of operating properties to unconsolidated joint venture	​	​	—	​	​	258,056
Transfer of preferred equity investment to note receivable	​	​	—	​	​	73,453
Dividends declared, but not yet paid	​		151,755	​		149,615
​	​	​	​	​	​	​
The following reconciles cash, cash equivalents, and restricted cash to amounts as shown above:	​	​	​	​	​	​
Cash, cash equivalents, and restricted cash, beginning of year:	​	​	​	​	​	​
Cash and cash equivalents	​	$	2,922	​	$	1,193
Restricted cash	​	​	31,944	​	​	29,001
Total cash, cash equivalents, and restricted cash as shown above	​	$	34,866	​	$	30,194
Cash, cash equivalents, and restricted cash, end of period:	​	​	​	​	​	​

​	​	​	​	​	​	​
​	​	Nine Months Ended September 30,
​		2024			2023
Cash and cash equivalents	​	$	2,285	​	$	1,624
Restricted cash	​	​	33,267	​	​	30,831
Total cash, cash equivalents, and restricted cash as shown above	​	$	35,552	​	$	32,455

​

See accompanying notes to consolidated financial statements.

​

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

1. BASIS OF PRESENTATION

Organization and Formation

UDR, Inc. (“UDR,” the “Company,” “we,” or “our”) is a self-administered real estate investment trust, or REIT, that owns, operates, acquires, renovates, develops, redevelops, and manages apartment communities in targeted markets located in the United States. At September 30, 2024, our consolidated apartment portfolio consisted of 169 communities with a total of 55,699 apartment homes located in 21 markets. In addition, the Company has an ownership interest in 10,860 completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including 6,436 apartment homes owned by entities in which we hold preferred equity investments.

Basis of Presentation

The accompanying consolidated financial statements of UDR include its wholly-owned and/or controlled subsidiaries (see Note 4, Variable Interest Entities and Note 5_, Joint Ventures and Partnerships_, for further discussion). All significant intercompany accounts and transactions have been eliminated in consolidation.

The accompanying consolidated financial statements include the accounts of UDR and its subsidiaries, including United Dominion Realty, L.P. (the “Operating Partnership” or the “OP”) and UDR Lighthouse DownREIT L.P. (the “DownREIT Partnership”). As of September 30, 2024, there were 189.8 million units in the Operating Partnership (“OP Units”) outstanding, of which 176.5 million OP Units (including 0.1 million of general partnership units), or 93.0%, were owned by UDR and 13.3 million OP Units, or 7.0%, were owned by outside limited partners. As of September 30, 2024, there were 32.4 million units in the DownREIT Partnership (“DownREIT Units”) outstanding, of which 22.0 million, or 67.9%, were owned by UDR and its subsidiaries and 10.4 million, or 32.1%, 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.

The accompanying interim unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted according to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments and eliminations necessary for the fair presentation of our financial position as of September 30, 2024, and results of operations for the three and nine months ended September 30, 2024 and 2023, have been included. Such adjustments are normal and recurring in nature. The interim results presented are not necessarily indicative of results that can be expected for a full year. The accompanying interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2023 appearing in UDR’s Annual Report on Form 10-K, filed with the SEC on February 20, 2024.

The accompanying interim unaudited consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles (“GAAP”). GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the interim unaudited consolidated financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates. All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company evaluated subsequent events through the date its financial statements were issued. No significant recognized or non-recognized subsequent events were noted.

2. SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Pronouncements

In March 2024, the SEC issued final rules on the enhancement and standardization of climate-related disclosures. The rules require disclosure of, among other things: material climate-related risks; activities to mitigate or

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

adapt to such risks; governance and management of such risks; and material greenhouse gas emissions from operations owned or controlled (Scope 1) and/or indirect emissions from purchased energy consumed in operations (Scope 2). Additionally, the rules require disclosure in the notes to the financial statements of the effects of severe weather events and other natural conditions, subject to certain materiality thresholds. The rules will become effective for the Company on a phased-in timeline starting in the year ended December 31, 2025. While the SEC has voluntarily stayed the rules, the Company is currently evaluating the effect the rules will have on its financial statement disclosures.

​

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures, which requires disclosure enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. The ASU is effective for the Company for the year ended December 31, 2025. The Company is currently evaluating the effect that the ASU will have on the consolidated financial statements and related disclosures.

​

In November 2023, the FASB issued ASU 2023-07_,_ Segment Reporting (Topic 280) – Improvements to Reportable Segments Disclosures. ASU 2023-07 requires expanded disclosures of a public entity’s reportable segments, and requires more enhanced information regarding a reportable segment’s expenses on an interim and annual basis. The ASU is effective for the Company for the year ended December 31, 2024, and interim periods commencing in 2025. Early adoption is permitted. The Company is currently evaluating the effect that the ASU will have on the consolidated financial statements and related disclosures.

​

Principles of Consolidation

The Company accounts for subsidiary partnerships, joint ventures and other similar entities in which it holds an ownership interest in accordance with the consolidation guidance. The Company first evaluates whether each entity is a variable interest entity (“VIE”). Under the VIE model, the Company consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, the Company consolidates an entity when it controls the entity through ownership of a majority voting interest.

Real Estate Sales Gain Recognition

​

For sale transactions resulting in a transfer of a controlling financial interest of a property, the Company generally derecognizes the related assets and liabilities from its Consolidated Balance Sheets and records the gain or loss in the period in which the transfer of control occurs. If control of the property has not been transferred by the Company, the criteria for derecognition are not met and the Company will continue to recognize the related assets and liabilities on its Consolidated Balance Sheets.

​

Sale transactions to entities in which the Company sells a controlling financial interest in a property but retains a noncontrolling interest are accounted for as partial sales. Partial sales resulting in a change in control are accounted for at fair value and a full gain or loss is recognized. Therefore, the Company will record a gain or loss on the partial interest sold, and the initial measurement of our retained interest will be accounted for at fair value.

​

Sales of real estate to joint ventures or other noncontrolled investees are also accounted for at fair value and the Company will record a full gain or loss in the period the property is contributed.

​

To the extent that the Company acquires a controlling financial interest in a property that it previously accounted for as an equity method investment, the Company will not remeasure its previously held interest if the acquisition is treated as an asset acquisition. The Company will include the carrying amount of its previously held equity method interest along with the consideration paid and transaction costs incurred in determining the amounts to allocate to the related assets and liabilities acquired on its Consolidated Balance Sheets. When treated as an asset acquisition, the Company will not recognize a gain or loss on consolidation of a property.

​

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

Allowance for Credit Losses

The Company accounts for allowance for credit losses under the current expected credit loss (“CECL”) impairment model for its financial assets, including trade and other receivables, held-to-maturity debt securities, loans and other financial instruments, and presents the net amount of the financial instrument expected to be collected. The CECL impairment model excludes operating lease receivables. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, that considers forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, we analyze the following criteria, as applicable in developing allowances for credit losses: historical loss information, the borrower’s ability to make scheduled payments, the remaining time to maturity, the value of underlying collateral, projected future performance of the borrower and macroeconomic trends.

​

The Company measures credit losses of financial assets on a collective (pool) basis when similar risk characteristics exist. If the Company determines that a financial asset does not share risk characteristics with the Company’s other financial assets, the Company evaluates the financial asset for expected credit losses on an individual basis. Allowance for credit losses are recorded as a direct reduction from an asset’s amortized cost basis. Credit losses and recoveries are recorded in Interest income and other income/(expense), net on the Consolidated Statements of Operations. Recoveries of financial assets previously written off are recorded when received. For the three months ended September 30, 2024 and 2023, the Company recorded net credit recoveries/(losses) of $(0.2) million and $(0.1) million, respectively, on the Consolidated Statements of Operations. For the nine months ended September 30, 2024 and 2023, the Company recorded net credit recoveries/(losses) of $(0.2) million and $(0.6) million, respectively, on the Consolidated Statements of Operations.

​

The Company has made the optional election provided by the standard not to measure allowance for credit losses for accrued interest receivables as the Company writes off any uncollectible accrued interest receivables in a timely manner. The Company periodically evaluates the collectability of its accrued interest receivables. A write-off is recorded when the Company concludes that all or a portion of its accrued interest receivable balance is no longer collectible.

​

Notes Receivable

Notes receivable relate to financing arrangements which are typically secured by assets of the borrower that may include real estate assets. Certain of the loans we extend may include characteristics such as options to purchase the project within a specific time window following expected project completion. These characteristics can cause the loans to fall under the definition of a VIE, and thus trigger consolidation consideration. We consider the facts and circumstances pertinent to each loan, including the relative amount of financing we are contributing to the overall project cost, decision making rights or control we hold, and our rights to expected residual gains or our obligations to absorb expected residual losses from the project. If we are deemed to be the primary beneficiary of a VIE due to holding a controlling financial interest, the majority of decision making control, or by other means, consolidation of the VIE would be required. The Company has concluded that it is not the primary beneficiary of the borrowing entities of the existing loans.

Additionally, we analyze each loan arrangement that involves real estate development to consider whether the loan qualifies for accounting as a loan or as an investment in a real estate development project. The Company has evaluated its real estate loans, where appropriate, for accounting treatment as loans versus real estate development projects, as required by Accounting Standards Codification (“ASC”) 310-10. For each loan, the Company has concluded that the characteristics and the facts and circumstances indicate that loan accounting treatment is appropriate.

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

The following table summarizes our Notes receivable, net as of September 30, 2024 and December 31, 2023 (dollars in thousands):

​	​	​	​	​	​	​	​	​
​	​	Interest rate at	​	Balance Outstanding (a)
​		September 30,		September 30,			December 31,
​	​	2024	​	2024		​	2023
Note due December 2024 (b)	​	12.00	%	$	41,189	​	$	37,022
Notes due October 2025 (c)	​	10.50	%	​	106,271	​	​	98,271
Note due December 2026 (d)	​	11.00	%	​	69,977	​	​	64,608
Note due December 2026 (e)	​	11.00	%	​	28,295	​	​	26,164
Notes due June 2027 (f)	​	18.00	%	​	4,273	​	​	3,737
Note due September 2027 (g)	​	7.84	%	​	31,154	​	​	—
Notes receivable	​	​	​	​	281,159	​	​	229,802
Allowance for credit losses	​	​	​	​	(1,153)	​	​	(977)
Total notes receivable, net			​	$	280,006	​	$	228,825

(a)	Outstanding note amounts include any accrued and unpaid interest, as applicable.

(b)

The Company has a secured note with an unaffiliated third party with an aggregate commitment of $32.5 million, of which $32.4 million was funded as of September 30, 2024. Interest payments are due monthly, with the exception of payments from June 2022 to December 2024, which are accrued and added to the principal balance and will be due at maturity of the note. The note is secured by substantially all of the borrower’s assets and matures at the earliest of the following: (a) the closing of any private or public capital raising in the amount of $5.0 million or greater; (b) an acquisition; (c) acceleration in the event of default; or (d) December 2024.

(c)

The Company has two loans (the “Notes”) with a joint venture that owns a 478 apartment home operating community located in Philadelphia, Pennsylvania with an aggregate commitment of $93.5 million (exclusive of accrued and unpaid interest), all of which has been funded. The Notes are subordinate to the senior construction loan, but senior to the equity in the borrower. In April 2024, the joint venture refinanced the senior construction loan with a new loan that matures in April 2026, with a one-year extension option subject to certain conditions. The Notes had a scheduled maturity date in October 2024, with two one-year extension options. In September 2024, the developer extended the maturity date to October 2025. Commencing in October 2024, the contractual interest rate on the Notes increased to 11.0% in connection with the developer exercising its option to extend the maturity date of the Notes.

(d)

The Company has a secured mezzanine loan with a third party developer of a 482 apartment home community located in Riverside, California, which is expected to be completed in 2025, with an aggregate commitment of $59.7 million (exclusive of accrued and unpaid interest), all of which has been funded. Interest payments accrue for 36 months and are due monthly after the loan has been outstanding for 36 months. The secured mezzanine loan has a scheduled maturity date in December 2026, with two one-year extension options.

(e)

The Company has a secured mezzanine loan with a third party developer of a 237 apartment home community located in Menifee, California, which is expected to be completed in 2025, with an aggregate commitment of $24.4 million (exclusive of accrued and unpaid interest), all of which has been funded. Interest payments accrue for 36 months and are due monthly after the loan has been outstanding for 36 months. The secured mezzanine loan has a scheduled maturity date in December 2026, with two one-year extension options.

(f)

The Company and a syndicate of lenders previously entered into a $16.0 million secured credit facility with an unaffiliated third party. In 2023, the secured credit facility was amended to provide a new term loan in the amount of $19.0 million, and the Company’s commitment was increased from $1.5 million to $3.0 million (exclusive of accrued interest), all of which has been funded. Interest payments accrue and are due at maturity of the facility. The facility is secured by substantially all of the borrower’s assets and matures at the earliest of the following: (a) acceleration in the event of default; or (b) June 2027.

(g)

In September 2024, the Company entered into a secured mortgage loan with one of its joint ventures that owns a 66 apartment home operating community located in Santa Monica, California, in which the Company also holds a preferred investment. The contractual interest rate on the note receivable is SOFR plus a spread of 300 basis points. Interest payments are due monthly from net cash flow from the operating community. If net cash flow is insufficient to cover the interest payment on the payment date, the unpaid amount is added to the outstanding principal balance.

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

	The mortgage loan has a scheduled maturity date in September 2027. (See Note 5, Joint Ventures and Partnerships for further discussion).

The Company recognized $6.6 million and $5.0 million of interest income for the notes receivable described above during the three months ended September 30, 2024 and 2023, respectively, and $19.4 million and $8.4 million of interest income for the notes receivable described above during the nine months ended September 30, 2024 and 2023, respectively, none of which was related party interest. Interest income is included in Interest income and other income/(expense), net on the Consolidated Statements of Operations.

Comprehensive Income/(Loss)

Comprehensive income/(loss), which is defined as the change in equity during each period from transactions and other events and circumstances from nonowner sources, including all changes in equity during a period except for those resulting from investments by or distributions to stockholders, is displayed in the accompanying Consolidated Statements of Comprehensive Income/(Loss). For the three and nine months ended September 30, 2024 and 2023, the Company’s other comprehensive income/(loss) consisted of the gain/(loss) on derivative instruments that are designated as and qualify as cash flow hedges, (gain)/loss on derivative instruments reclassified from other comprehensive income/(loss) into earnings, and the allocation of other comprehensive income/(loss) to noncontrolling interests. The (gain)/loss on derivative instruments reclassified from other comprehensive income/(loss) is included in Interest expense on the Consolidated Statements of Operations. See Note 11, Derivatives and Hedging Activity, for further discussion. The allocation of other comprehensive income/(loss) to redeemable noncontrolling interests during the three months ended September 30, 2024 and 2023 was $(0.2) million and less than $(0.1) million, respectively, and during the nine months ended September 30, 2024 and 2023, less than $0.1 million and less than $(0.1) million, respectively.

Income Taxes

Due to the structure of the Company as a REIT and the nature of the operations for the operating properties, no provision for federal income taxes has been provided for at UDR. Historically, the Company has generally incurred only state and local excise and franchise taxes. UDR has elected for certain consolidated subsidiaries to be treated as taxable REIT subsidiaries (“TRS”).

Income taxes for our TRS are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rate is recognized in earnings in the period of the enactment date. The Company’s deferred tax assets/(liabilities) are generally the result of differing depreciable lives on capitalized assets, temporary differences between book and tax basis of assets and liabilities and timing of expense recognition for certain accrued liabilities. As of September 30, 2024 and December 31, 2023, UDR’s net deferred tax asset/(liability) was $(0.9) million and $(0.8) million, respectively, and are recorded in Accounts payable, accrued expenses and other liabilities on the Consolidated Balance Sheets.

GAAP defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. GAAP also provides guidance on derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition.

The Company recognizes and evaluates its tax positions using a two-step process. First, UDR determines whether a tax position is more likely than not (greater than 50 percent probability) to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Second, the Company will determine the amount of benefit to recognize and record the amount that is more likely than not to be realized upon ultimate settlement.

The Company invests in assets that qualify for federal investment tax credits (“ITC”) through our TRS. An ITC reduces federal income taxes payable when qualifying depreciable property is acquired. The ITC is determined as a percentage of cost of the assets. The Company accounts for ITCs under the deferral method, under which the tax benefit from the ITC is deferred and amortized as a tax benefit into Tax (provision)/benefit, net on the Consolidated Statements

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

of Operations over the book life of the qualifying depreciable property. The ITCs are recorded in Accounts payable, accrued expenses and other liabilities on the Consolidated Balance Sheets.

UDR had no material unrecognized tax benefit, accrued interest or penalties at September 30, 2024. UDR and its subsidiaries are subject to federal income tax as well as income tax of various state and local jurisdictions. The tax years 2021 through 2023 remain open to examination by tax jurisdictions to which we are subject. When applicable, UDR recognizes interest and/or penalties related to uncertain tax positions in Tax (provision)/benefit, net on the Consolidated Statements of Operations.

​

Forward Sales Agreements

​

From time to time the Company utilizes forward sales agreements for the future issuance of its common stock. When the Company enters into a forward sales agreement, the contract requires the Company to sell its shares to a counterparty at a predetermined price at a future date. The net sales price and proceeds attained by the Company will be determined on the dates of settlement, with adjustments during the term of the contract for the Company’s anticipated dividends as well as for a daily interest factor that varies with changes in the federal funds rate. The Company generally has the ability to determine the dates and method of settlement (i.e., gross physical settlement, net share settlement or cash settlement), subject to certain conditions and the right of the counterparty to accelerate settlement under certain circumstances.

​

The Company accounts for the shares of common stock reserved for issuance upon settlement as equity in accordance with ASC 815-40, Contracts in Entity's Own Equity, which permits equity classification when a contract is considered indexed to the entity’s own stock and the contract requires or permits the issuing entity to settle the contract in shares (either physically or net in shares).

​

The guidance establishes a two-step process for evaluating whether an equity-linked financial instrument is considered indexed to the entity’s own stock, first, evaluating the instrument’s contingent exercise provisions and second, evaluating the instrument’s settlement provisions. When entering into forward sales agreements, we determined that (i) none of the agreement’s exercise contingencies are based on observable markets or indices besides those related to the market for our own stock price; and (ii) none of the settlement provisions preclude the agreements from being indexed to our own stock.

​

Before the issuance of shares of common stock, upon physical or net share settlement of the forward sales agreements, the Company expects that the shares issuable upon settlement of the forward sales agreements will be reflected in its diluted income/(loss) per share calculations using the treasury stock method. Under this method, the number of shares of common stock used in calculating diluted income/(loss) per share is deemed to be increased by the excess, if any, of the number of shares of common stock that would be issued upon full physical settlement of the forward sales agreements over the number of shares of common stock that could be purchased by the Company in the open market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the reporting period). When the Company physically or net share settles any forward sales agreement, the delivery of shares of common stock would result in an increase in the number of weighted average common shares outstanding and dilution to basic income/(loss) per share. (See Note 8, Income/(Loss) per Share for further discussion.)

​

Lease Receivables

​

During the three and nine months ended September 30, 2024 and 2023, the Company performed an analysis in accordance with the ASC 842, Leases, guidance to assess the collectibility of its operating lease receivables. This analysis included an assessment of collectibility of current and future rents and whether those lease payments were no longer probable of collection. In accordance with the leases guidance, if collection of lease payments is no longer deemed to be probable over the life of the lease contract, we recognize revenue only when cash is received, and all existing contractual operating lease receivables and straight-line lease receivables are reserved.

​

As of September 30, 2024, the Company’s multifamily tenant lease receivables balance, net of its reserve, was approximately $5.9 million, including its share from unconsolidated joint ventures. The Company’s retail tenant lease

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

receivables balance (exclusive of straight-line rent receivables), net of its reserve, was approximately $0.2 million, including its share from unconsolidated joint ventures, as of September 30, 2024.

​

​

​

​

3. REAL ESTATE OWNED

Real estate assets owned by the Company consist of income producing operating properties, properties under development, land held for future development, and held for disposition properties. As of September 30, 2024, the Company owned and consolidated 169 communities in 13 states plus the District of Columbia totaling 55,699 apartment homes. The following table summarizes the carrying amounts for our real estate owned (at cost) as of September 30, 2024 and December 31, 2023 (dollars in thousands):

​	​	​	​	​	​	​
​		September 30,			December 31,
​	​	2024		​	2023
Land	​	$	2,565,795	​	$	2,549,716
Depreciable property — held and used:	​		​	​		​
Land improvements	​		265,420	​		255,706
Building, improvements, and furniture, fixtures and equipment	​		13,271,034	​		12,902,021
Real estate intangible assets	​	​	50,013	​	​	50,013
Under development:	​			​
Land and land improvements	​		—	​		16,576
Building, improvements, and furniture, fixtures and equipment	​		—	​		143,828
Real estate held for disposition:	​			​
Land and land improvements	​		—	​		13,734
Building, improvements, and furniture, fixtures and equipment	​		—	​		92,265
Real estate owned	​		16,152,262	​		16,023,859
Accumulated depreciation (a)	​		(6,739,674)	​		(6,267,830)
Real estate owned, net	​	$	9,412,588	​	$	9,756,029

	(a)	Accumulated depreciation is inclusive of $20.2 million and $17.2 million of accumulated amortization related to real estate intangible assets as of September 30, 2024 and December 31, 2023, respectively.

​

Acquisitions

In January 2024, the Company acquired its joint venture partner’s common equity interest in a 173 apartment home operating community located in Oakland, California for $1.4 million. The community was previously owned by a consolidated joint venture of the Company. (See Note 5, Joint Ventures and Partnerships for more information).

​

Dispositions

​

In February 2024, the Company sold an operating community located in Arlington, Virginia with a total of 214 apartment homes for gross proceeds of $100.0 million, resulting in a gain of approximately $16.9 million. This operating community was classified as held for disposition as of December 31, 2023.

Other Activity

Predevelopment, development, and redevelopment projects and related costs are capitalized and reported on the Consolidated Balance Sheets as Total real estate owned, net of accumulated depreciation. The Company capitalizes 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. These costs, excluding the direct costs of development and redevelopment and capitalized interest, for the three months ended September 30, 2024 and 2023, were $4.6 million and $2.6 million, respectively, and $13.2 million and $10.3 million, respectively, for the nine months ended September 30, 2024 and 2023. Total capitalized interest was $2.0 million and $2.6 million,

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

respectively, for the three months ended September 30, 2024 and 2023, and $7.3 million and $7.2 million for the nine months ended September 30, 2024 and 2023, respectively. As each apartment home in a capital project is completed and becomes available for lease-up, the Company ceases capitalization on the related portion of the costs and depreciation commences over the estimated useful life.

We record impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by the future operation and disposition of those assets are less than the net book value of those assets. Our 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. The net book value of impaired assets is reduced to fair value. Our estimates of fair value represent our best estimate based upon Level 3 inputs such as industry trends and reference to market rates and transactions. The Company did not recognize any impairments in the value of its long-lived assets during the three and nine months ended September 30, 2024 and 2023.

In connection with the acquisition of certain properties, the Company agreed to pay certain of the tax liabilities of certain contributors if the Company sells one or more of the properties contributed in a taxable transaction prior to the expiration of specified periods of time following the acquisition. The Company may, however, sell, without being required to pay any tax liabilities, any of such properties in a non-taxable transaction, including, but not limited to, a tax-deferred Section 1031 exchange.

Further, the Company has agreed to maintain certain debt some of which may be guaranteed by certain contributors for specified periods of time following the acquisition. The Company, however, has the ability to refinance or repay guaranteed debt or to substitute new debt if the debt and the guaranty continue to satisfy certain conditions.

4. VARIABLE INTEREST ENTITIES

The Company has determined that the Operating Partnership and DownREIT Partnership are VIEs as the limited partners lack substantive kick-out rights and substantive participating rights. The Company has concluded that it is the primary beneficiary of, and therefore consolidates, the Operating Partnership and DownREIT Partnership based on its role as the sole general partner of the Operating Partnership and DownREIT Partnership. The Company’s role as community manager and its equity interests give us the power to direct the activities that most significantly impact the economic performance and the obligation to absorb potentially significant losses or the right to receive potentially significant benefits of the Operating Partnership and DownREIT Partnership.

5. JOINT VENTURES AND PARTNERSHIPS

UDR has entered into joint ventures and partnerships with unrelated third parties to own, operate, acquire, renovate, develop, redevelop, dispose of, and manage real estate assets that are either consolidated and included in Real estate owned on the Consolidated Balance Sheets or are accounted for under the equity method of accounting, and are included in Investment in and advances to unconsolidated joint ventures, net, on the Consolidated Balance Sheets. The Company consolidates the entities that we control as well as any variable interest entity where we are the primary beneficiary. Under the VIE model, the Company consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, the Company consolidates an entity when it controls the entity through ownership of a majority voting interest.

UDR’s joint ventures and partnerships are funded with a combination of debt and equity. Our losses are typically limited to our investment and except as noted below, the Company does not guarantee any debt, capital payout or other obligations associated with our joint ventures and partnerships.

Consolidated joint venture

​

The Company previously held a preferred equity investment in a joint venture that owned a 173 apartment home community located in Oakland, California. In 2023, the joint venture was deemed to be a VIE and the Company concluded that it was the primary beneficiary of the VIE, and therefore began consolidating the joint venture. In January

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

2024, the Company took title to the developer’s equity interest in the joint venture resulting in it being a wholly-owned community. (See Note 3, Real Estate Owned for more information).

​

Unconsolidated joint ventures and partnerships

​

The Company recognizes earnings or losses from our investments in unconsolidated joint ventures and partnerships consisting of our proportionate share of the net earnings or losses of the joint ventures and partnerships. In addition, we may earn fees for providing management services for the communities held by the unconsolidated joint ventures and partnerships.

The following table summarizes the Company’s investment in and advances to unconsolidated joint ventures and partnerships, net, which are accounted for under the equity method of accounting as of September 30, 2024 and December 31, 2023 (dollars in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Number of	​	Number of	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Operating	​	Apartment	​	UDR's Weighted Average					​	​	​	​	​	​	​	Income/(loss) from investments
​	​	Communities	​	Homes	​	Ownership Interest				​	​	Investment at					​	Three Months Ended					​	Nine Months Ended
​		September 30,		September 30,	​	September 30,		​	December 31,			September 30,			December 31,		​	September 30,					​	September 30,
Joint Ventures		2024		2024	​	2024		2023				2024			2023		​	2024			2023		​	2024			2023
Operating:	​		​		​		​	​			​		​	​		​	​	​	​	​	​	​	​	​	​	​	​	​
UDR/MetLife (a)	​	13	​	2,834	​	50.2	%	​	50.2	%	​	$	208,882	​	$	225,195	​	$	(2,050)	​	$	(1,455)	​	$	(5,304)	​	$	(3,930)
UDR/LaSalle	​	5	​	1,590	​	51.0	%	​	51.0	%	​	​	271,927	​	​	286,723	​	​	(1,311)	​	​	(1,647)	​	​	(6,982)	​	​	(1,689)
Total Joint Ventures	​	18		4,424	​			​		​	​	$	480,809	​	$	511,918	​	$	(3,361)	​	$	(3,102)	​	$	(12,286)	​	$	(5,619)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Number of	​	Apartment	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	Income/(loss) from investments
​	​	Communities	​	Homes	​	Weighted	​	​	​	​	​	​	​	Investment at					​	Three Months Ended					​	Nine Months Ended
Debt and Preferred Equity Program		September 30,	​	September 30,	​	Average	​		Years To	​	UDR			September 30,			December 31,			September 30,					​	September 30,
and Real Estate Technology Investments (b)		2024	​	2024	​	Rate	​		Maturity	​	Commitment (c)			2024			2023			2024			2023			2024			2023
Preferred equity investments:					​	​	​			​	​	​	​			​			​	​		​	​	​	​	​	​		​
Operating	​	27	​	6,436	​	9.6	%	​	3.1	​	$	364,209	​	$	424,104	​	$	387,771	​	$	988	​	$	9,266	​	$	17,587	​	$	26,814
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Real estate technology and sustainability investments:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Real estate technology and sustainability investments	​	N/A	​	N/A	​	N/A	​	​	N/A	​	$	86,000	​	​	52,284	​	​	44,382	​	​	493	​	​	415	​	​	5,950	​	​	534
Total Debt and Preferred Equity Program and Real Estate Technology and Sustainability Investments	​	​	​	​	​	​	​	​	​	​	​	​	​	​	476,388	​	​	432,153	​	​	1,481	​	​	9,681	​	​	23,537	​	​	27,348
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Sold joint ventures and other investments	​	​	​	​	​	​	​	​	​	​	​	​	​	​	—	​	​	—	​	​	—	​	​	(1,071)	​	​	—	​	​	3,183
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Total investment in and advances to unconsolidated joint ventures, net (a)										​	​	​	​	$	957,197	​	$	944,071	​	$	(1,880)		$	5,508	​	$	11,251		$	24,912

(a)	As of September 30, 2024 and December 31, 2023, the Company’s negative investment in one UDR/MetLife community of $9.0 million and $8.9 million, respectively, is recorded in Accounts payable, accrued expenses, and other liabilities on the Consolidated Balance Sheets.

(b)

The Debt and Preferred Equity Program (previously referred to as the Developer Capital Program) is the program through which the Company makes investments, including preferred equity investments, first mortgage loans, mezzanine loans (recorded in Notes receivable, net on the Consolidated Balance Sheets) or other structured investments that may receive a fixed yield on the investment and may include provisions pursuant to which the Company participates in the increase in value of the property upon monetization of the applicable property. At September 30, 2024, our preferred equity investment portfolio consisted of 27 communities located in various markets, consisting of 6,436 operating apartment homes. In addition, the Company’s preferred equity investments include three investments that receive a variable percentage of the value created from the project upon a capital or liquidating event. During the nine months ended September 30, 2024, the Company entered into four new preferred equity investments and no preferred equity investments were redeemed.

In July 2024, the Company received a $17.2 million partial paydown on one of its operating preferred equity investments. In conjunction with the paydown, the Company’s remaining $50.0 million preferred equity investment will earn a preferred return of 11.0% per annum.

In July 2024 and August 2024, the Company entered into four joint venture agreements with an unaffiliated joint

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

venture partner to operate four operating communities with a total of 818 apartment homes located in Portland, Oregon. The Company’s combined preferred equity investment of $35.0 million earns a preferred return of 10.75% per annum. The unaffiliated joint venture partner is the managing member of the joint ventures. The Company has concluded that it does not control the joint ventures and accounts for its investments under the equity method of accounting.

In September 2024, the Company made a $31.1 million secured mortgage loan to a joint venture, in which the Company also owns a preferred equity investment. The joint venture used the proceeds of the loan to repay its senior construction loan. The loan to the joint venture has an interest rate of SOFR plus 300 basis points and a maturity date in September 2027. (See Note 2, Significant Accounting Policies for further discussion.) In addition, the Company recorded an $8.1 million non-cash impairment loss on its preferred equity investment (recorded in Income/(loss) from unconsolidated entities on the Consolidated Statements of Operations) due to a decrease in the value of the operating community that it deemed to be other-than-temporary.

(c)	Represents UDR’s maximum funding commitment only and therefore excludes other activity such as income from investments.

​

As of September 30, 2024 and December 31, 2023, the Company had deferred fees of $7.2 million and $7.6 million, respectively, which will be recognized through earnings over the weighted average life of the related properties, upon the disposition of the properties to a third party, or upon completion of certain development obligations.

The Company recognized management fees of $2.1 million and $1.8 million for the three months ended September 30, 2024 and 2023, respectively, and $6.0 million and $4.5 million for the nine months ended September 30, 2024 and 2023, respectively, for management of the communities held by the joint ventures and partnerships. The management fees are included in Joint venture management and other fees on the Consolidated Statements of Operations.

The Company may, in the future, make additional capital contributions to certain of our joint ventures and partnerships should additional capital contributions be necessary to fund acquisitions or operations.

We consider various factors to determine if a decrease in the value of our Investment in and advances to unconsolidated joint ventures, net 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. Based on the significance of the unobservable inputs, we classify these fair value measurements within Level 3 of the valuation hierarchy. The Company did not incur any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures during the three and nine months ended September 30, 2024 and 2023, other than the one preferred equity investment discussed in footnote (b) above.

Combined summary balance sheets relating to the unconsolidated joint ventures and partnerships (not just our proportionate share) are presented below as of September 30, 2024 and December 31, 2023 (dollars in thousands):

​	​	​	​	​	​	​
​	​	September 30,		​	December 31,
​		2024			2023
Total real estate, net		$	3,137,069		$	3,158,057
Investments, at fair value	​	​	322,637	​	​	257,832
Cash and cash equivalents	​		62,106	​		61,670
Other assets	​	​	139,898	​		146,976
Total assets		$	3,661,710		$	3,624,535
​	​	​	​	​	​	​
Third party debt, net	​	$	2,049,081	​	$	2,012,816
Accounts payable and accrued liabilities	​	​	172,656	​	​	171,502
Total liabilities		​	2,221,737		​	2,184,318
Total equity		$	1,439,973		$	1,440,217

​

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

Combined summary financial information relating to the unconsolidated joint ventures’ and partnerships’ operations (not just our proportionate share) is presented below for the three and nine months ended September 30, 2024 and 2023 (dollars in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Nine Months Ended
​	​	September 30,					​	September 30,
​		2024			2023			2024			2023
Total revenues		$	80,793		$	70,375		$	235,062		$	194,752
Property operating expenses	​		38,264	​		32,268	​		108,992	​		86,779
Real estate depreciation and amortization	​		37,412	​		34,874	​		112,465	​		84,907
Operating income/(loss)	​		5,117	​	​	3,233	​		13,605	​	​	23,066
Interest expense	​		(29,415)	​		(18,138)	​		(79,523)	​		(65,202)
Net unrealized/realized gain/(loss) on held investments	​	​	3,530	​	​	13,580	​	​	36,279	​	​	17,106
Other income/(loss)	​	​	(24)	​	​	(1,234)	​	​	(3,372)	​	​	(236)
Net income/(loss)		$	(20,792)		$	(2,559)		$	(33,011)		$	(25,266)

​

​

​

6. LEASES

Lessee - Ground Leases

UDR has six communities that are subject to ground leases, under which UDR is the lessee, that expire between 2043 and 2103, inclusive of extension options we are reasonably certain will be exercised. All of these leases are classified as operating leases through the lease term expiration based on our election of the practical expedient provided by the leasing standard. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the remaining lease term. We currently do not hold any finance leases. The Company also elected the short-term lease exception provided by the leasing standard and therefore only recognizes right-of-use assets and lease liabilities for leases with a term greater than one year. No leases qualified for the short-term lease exception during the three and nine months ended September 30, 2024 and 2023.

As of September 30, 2024 and December 31, 2023, the Operating lease right-of-use assets were $187.9 million and $190.6 million, respectively, and the Operating lease liabilities were $183.2 million and $185.8 million, respectively, on our Consolidated Balance Sheets related to our ground leases. The value of the Operating lease right-of-use assets exceeds the value of the Operating lease liabilities due to prepaid lease payments. The calculation of these amounts includes minimum lease payments over the remaining lease term (described further in the table below). Variable lease payments are excluded from the right-of-use assets and lease liabilities and are recognized in earnings in the period in which the obligation for those payments is incurred.

As the discount rate implicit in the leases was not readily determinable, we determined the discount rate for these leases utilizing the Company’s incremental borrowing rate at a portfolio level, adjusted for the remaining lease term, and the form of underlying collateral.

The weighted average remaining lease term for these leases was 41.5 years and 42.0 years at September 30, 2024 and December 31, 2023, respectively, and the weighted average discount rate was 5.0% at both September 30, 2024 and December 31, 2023.

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

Future minimum lease payments and total operating lease liabilities from our ground leases as of September 30, 2024 are as follows (dollars in thousands):

​	​	​	​
​	​	Ground Leases
2024	​	$	3,111
2025	​	​	12,442
2026	​	​	12,442
2027	​	​	12,442
2028	​	​	12,442
Thereafter	​	​	405,452
Total future minimum lease payments (undiscounted)	​	​	458,331
Difference between future undiscounted cash flows and discounted cash flows	​	​	(275,150)
Total operating lease liabilities (discounted)	​	$	183,181

​

For purposes of recognizing our ground lease contracts, the Company uses the minimum lease payments, if stated in the agreement. For ground lease agreements where there is a rent reset provision based on a change in an index or a rate (i.e., changes in fair market rental rates or changes in the consumer price index) but that does not include a specified minimum lease payment, the Company uses the current rent over the remainder of the lease term. If there is a contingency upon which some or all of the variable lease payments that will be paid over the remainder of the lease term are based, which is resolved such that those payments now meet the definition of lease payments, the Company will remeasure the right-of-use asset and lease liability on the reset date.

The components of operating lease expenses were as follows (dollars in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,					​	Nine Months Ended September 30,
​	​	2024		​	2023		​	2024		​	2023
Lease expense:	​	​	​	​	​	​	​	​	​	​	​	​
Contractual lease expense	​	$	3,331	​	$	3,293	​	$	10,031	​	$	9,877
Variable lease expense (a)	​	​	47	​	​	42	​	​	130	​	​	103
Total operating lease expense (b)(c)	​	$	3,378	​	$	3,335	​	$	10,161	​	$	9,980

	(a)	Variable lease expense includes adjustments such as changes in the consumer price index and payments based on a percentage of a community’s revenue.

	(b)	Lease expense is reported within the line item Other operating expenses on the Consolidated Statements of Operations.

	(c)	For the nine months ended September 30, 2024, Operating lease right-of-use assets and Operating lease liabilities amortized by $2.7 million and $2.7 million, respectively. For the nine months ended September 30, 2023, Operating lease right-of-use assets and Operating lease liabilities amortized by $2.6 million and $2.5 million, respectively. Due to the net impact of the amortization, the Company recorded less than $0.1 million and less than $0.1 million of total operating lease expense during the three months ended September 30, 2024 and 2023, respectively, and $0.1 million and $0.1 million of total operating lease expense during the nine months ended September 30, 2024 and 2023, respectively.

​

Lessor - Apartment Home, Retail and Commercial Space Leases

​

UDR’s communities and retail and commercial space are leased to tenants under operating leases. As of September 30, 2024, our apartment home leases generally have initial terms of 12 months or less. As of September 30, 2024, our retail and commercial space leases generally have initial terms of between 5 and 15 years and represent approximately 1% to 2% of our total lease revenue. Our apartment home leases are generally renewable at the end of the lease term, subject to potential changes in rental rates, and our retail and commercial space leases generally have renewal options, subject to associated increases in rental rates due to market based or fixed price renewal options and certain other conditions. (See Note 14, Reportable Segments for further discussion around our major revenue streams and disaggregation of our revenue.)

​

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

Future minimum lease payments from our retail and commercial leases as of September 30, 2024 are as follows (dollars in thousands):

​	​	​	​
​	​	Retail and Commercial Leases
2024	​	$	6,572
2025	​	​	25,795
2026	​	​	23,280
2027	​	​	19,640
2028	​	​	16,839
Thereafter	​	​	64,476
Total future minimum lease payments (a)	​	$	156,602

(a)We have excluded our apartment home leases from this table as our apartment home leases generally have initial terms of 12 months or less.

Certain of our leases with retail and commercial tenants provide for the payment by the lessee of additional variable rent based on a percentage of the tenant’s revenue. The amounts shown in the table above do not include these variable percentage rents. The Company recorded variable percentage rents of $0.1 million and $0.2 million for the three months ended September 30, 2024 and 2023, respectively, and $0.9 million and $1.0 million during the nine months ended September 30, 2024 and 2023, respectively.

​

​

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

7. SECURED AND UNSECURED DEBT, NET

The following is a summary of our secured and unsecured debt at September 30, 2024 and December 31, 2023 (dollars in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Principal Outstanding					​	As of September 30, 2024
​	​	​	​	​	​	​	​	Weighted	​	Weighted	​	​
​	​	​	​	​	​	​	​	Average	​	Average	​	Number of
​	​	September 30,		​	December 31,		​	Interest	​	Years to	​	Communities
​		2024			2023			Rate		Maturity		Encumbered
Secured Debt:	​	​		​	​		​		​		​
Fixed Rate Debt		​			​
Mortgage notes payable (a)	​	$	1,117,138	​	$	1,213,751		3.49	%	4.3		19
Deferred financing costs and other non-cash adjustments (b)	​		(3,405)	​		(3,009)
Total fixed rate secured debt, net	​		1,113,733	​		1,210,742		3.50	%	4.3		19
Variable Rate Debt	​			​
Mortgage notes payable (c)	​		—	​		40,017		—	%	—		—
Tax-exempt secured notes payable (d)	​		27,000	​		27,000		3.96	%	7.5		1
Deferred financing costs	​		(41)	​		(46)
Total variable rate secured debt, net	​		26,959	​		66,971		3.99	%	7.5		1
Total Secured Debt, net	​		1,140,692	​		1,277,713		3.51	%	4.4		20
Unsecured Debt:	​			​
Variable Rate Debt	​			​
Borrowings outstanding under unsecured credit facility due August 2028 (e) (o)	​		—	​		—		—	%	3.9
Borrowings outstanding under unsecured commercial paper program due October 2024 (f) (o)	​	​	290,000	​	​	408,075	​	5.03	%	0.1	​	​
Borrowings outstanding under unsecured working capital credit facility due January 2025 (g)	​		46,783	​		4,593		5.71	%	0.3
Term Loan due January 2027 (e) (o)	​		175,000	​		—		6.18	%	2.3
Fixed Rate Debt	​			​
Term Loan due January 2027 (e) (o)	​	​	175,000	​		350,000		1.45	%	2.3	​	​
8.50% Debentures due September 2024	​		—	​		15,644		—	%	—
2.95% Medium-Term Notes due September 2026 (h) (o)	​		300,000	​		300,000		2.89	%	1.9
3.50% Medium-Term Notes due July 2027 (net of discounts of $194 and $247, respectively) (i) (o)	​	​	299,806	​	​	299,753	​	4.03	%	2.8	​	​
3.50% Medium-Term Notes due January 2028 (net of discounts of $390 and $479, respectively) (o)	​	​	299,610	​	​	299,521	​	3.50	%	3.3	​	​
4.40% Medium-Term Notes due January 2029 (net of discounts of $3 and $3, respectively) (j) (o)	​	​	299,997	​	​	299,997	​	4.27	%	4.3	​	​
3.20% Medium-Term Notes due January 2030 (net of premiums of $7,264 and $8,294, respectively) (k) (o)	​	​	607,264	​	​	608,294	​	3.32	%	5.3	​	​
3.00% Medium-Term Notes due August 2031 (net of premiums of $8,213 and $9,109, respectively) (l) (o)	​	​	608,213	​	​	609,109	​	3.01	%	6.9	​	​
2.10% Medium-Term Notes due August 2032 (net of discounts of $276 and $303, respectively) (o)	​	​	399,724	​	​	399,697	​	2.10	%	7.8	​	​
1.90% Medium-Term Notes due March 2033 (net of discounts of $1,019 and $1,110, respectively) (o)	​	​	348,981	​	​	348,890	​	1.90	%	8.5	​	​
2.10% Medium-Term Notes due June 2033 (net of discounts of $867 and $941, respectively) (o)	​	​	299,133	​	​	299,059	​	2.10	%	8.7	​	​
5.125% Medium-Term Notes due September 2034 (net of discounts of $3,030 and $0, respectively) (m) (o)	​	​	296,970	​	​	—	​	4.95	%	9.9	​	​
3.10% Medium-Term Notes due November 2034 (net of discounts of $890 and $956, respectively) (n) (o)	​	​	299,110	​	​	299,044	​	3.13	%	10.1	​	​
Other	​		—	​		2
Deferred financing costs	​		(21,020)	​		(20,682)
Total Unsecured Debt, net	​		4,724,571	​		4,520,996		3.41	%	5.6
Total Debt, net	​	$	5,865,263	​	$	5,798,709		3.43	%	5.4

​

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

For purposes of classification of the above table, variable rate debt with a derivative financial instrument designated as a cash flow hedge is deemed as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instrument.

Our secured debt instruments generally feature either monthly interest and principal or monthly interest-only payments with balloon payments due at maturity. As of September 30, 2024, secured debt encumbered approximately 13% of UDR’s total real estate owned based upon gross book value (approximately 87% of UDR’s real estate owned based on gross book value is unencumbered).

(a) At September 30, 2024, fixed rate mortgage notes payable are generally due in monthly installments of principal and interest and mature at various dates from July 2025 through February 2031 and carry interest rates ranging from 2.62% to 4.39%.

In July 2024, the Company repaid a $94.1 million fixed rate mortgage at maturity with borrowings from the Company’s unsecured commercial paper program.

The Company will from time to time acquire properties subject to fixed rate debt instruments. In those situations, the Company records the debt at its estimated fair value and amortizes any difference between the fair value and par value to interest expense over the term of the underlying debt instrument.

(b) During the three months ended September 30, 2024 and 2023, the Company had $0.2 million and $0.8 million, respectively, and during the nine months ended September 30, 2024 and 2023, the Company had $1.0 million and $3.0 million, respectively, of amortization of the fair market adjustment of debt assumed in the acquisition of properties inclusive of its fixed rate mortgage notes payable, which was included in Interest expense on the Consolidated Statements of Operations. The unamortized fair market adjustment was a net premium of $0.4 million and $1.5 million at September 30, 2024 and December 31, 2023, respectively. The change in net premium was primarily due to the assumption of fixed rate mortgages discussed in footnote (a) above.

​

(c) During the nine months ended September 30, 2024, the Company prepaid a variable rate mortgage with an outstanding balance of $40.0 million and an interest rate of 8.31% at the time of the payoff.

(d) The variable rate mortgage note payable of $27.0 million secures a tax-exempt housing bond issue that matures in March 2032. Interest on this note is payable in monthly installments. As of September 30, 2024, the variable interest rate on the mortgage note was 3.96%.

(e) The Company has 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 for these facilities (the “Credit Agreement”) allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.5 billion, subject to certain conditions, including obtaining commitments from one or more lenders. In August 2024, the Company amended the Revolving Credit Facility to extend the maturity date to August 31, 2028, with two six-month extension options. The Revolving Credit Facility was previously set to mature on January 31, 2026, with two six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date of January 31, 2027. In August 2024, the Company amended the Term Loan to include a twelve-month extension option, subject to certain conditions.

Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to Adjusted SOFR plus a margin of 77.5 basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to Adjusted SOFR plus a margin of 85.0 basis points. Depending on the Company’s credit rating, the margin under the Revolving Credit Facility ranges from 70 to 140 basis points, the facility fee ranges from 10 to 30 basis points, and the margin under the Term Loan ranges from 75 to 160 basis points. Further, as amended, the Credit Agreement includes sustainability adjustments pursuant to which the applicable margin for the Term Loan may be reduced by up to two basis points contingent upon the Company receiving green building certifications. In addition, the Credit Agreement, as amended, allows for the Company in consultation with the sustainability structuring agent to propose key performance indicators with respect to certain environmental, social, and governance goals of the Company, and thresholds or targets with respect thereto, and a related amendment to the Credit Agreement, that if entered into may

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

allow a change in the applicable margin for the Revolving Credit Facility of up to four basis points and a change in the applicable facility fee of up to one basis point.

In August 2021, the Company entered into two interest rate swaps totaling $175.0 million of notional value, which became effective in July 2022, to hedge against interest rate risk on a portion of the Term Loan debt until July 2025. $175.0 million of the Term Loan debt has a weighted average interest rate, inclusive of the impact of interest rate swaps, of 1.45% until July 2025.

​

The Credit Agreement contains customary representations and warranties and financial and other affirmative and negative covenants. The Credit Agreement also includes customary events of default, in certain cases subject to customary periods to cure. The occurrence of an event of default, following the applicable cure period, would permit the lenders to, among other things, declare the unpaid principal, accrued and unpaid interest and all other amounts payable under the Credit Agreement to be immediately due and payable.

The following is a summary of short-term bank borrowings under the Revolving Credit Facility at September 30, 2024 and December 31, 2023 (dollars in thousands):

​	​	​	​	​	​	​	​
​		September 30,			December 31,		​
​		2024			2023		​
Total revolving credit facility	​	$	1,300,000	​	$	1,300,000	​
Borrowings outstanding at end of period (1)	​		—	​		—	​
Weighted average daily borrowings during the period ended	​		—	​		2,055	​
Maximum daily borrowings during the period ended	​		—	​		250,000	​
Weighted average interest rate during the period ended	​		—	%		5.6	%
Interest rate at end of the period	​		—	%		—	%

(1)	Excludes $3.8 million and $2.3 million of letters of credit at September 30, 2024 and December 31, 2023, respectively.

(f) The Company has an unsecured commercial paper program. Under the terms of the program, the Company may issue unsecured commercial paper up to a maximum aggregate amount outstanding of $700.0 million. The notes are sold under customary terms in the United States commercial paper market and rank pari passu with all of the Company’s other unsecured indebtedness. The notes are fully and unconditionally guaranteed by the Operating Partnership.

The following is a summary of short-term bank borrowings under the unsecured commercial paper program at September 30, 2024 and December 31, 2023 (dollars in thousands):

​	​	​	​	​	​	​	​
​		September 30,			December 31,
​	​	2024		​	2023
Total unsecured commercial paper program		$	700,000	​	$	700,000	​
Borrowings outstanding at end of period	​		290,000	​		408,075	​
Weighted average daily borrowings during the period ended	​		416,215	​		384,068	​
Maximum daily borrowings during the period ended	​		645,000	​		505,000	​
Weighted average interest rate during the period ended	​		5.5	%		5.4	%
Interest rate at end of the period	​		5.0	%		5.7	%

​

(g) The Company has a working capital credit facility, which provides for a $75.0 million unsecured revolving credit facility (the “Working Capital Credit Facility”) with a scheduled maturity date of January 12, 2025, with a one-year extension option. Based on the Company’s current credit rating, the Working Capital Credit Facility has an interest rate equal to Adjusted SOFR plus a margin of 77.5 basis points. Depending on the Company’s credit rating, the margin ranges from 70 to 140 basis points.

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

The following is a summary of short-term bank borrowings under the Working Capital Credit Facility at September 30, 2024 and December 31, 2023 (dollars in thousands):

​	​	​	​	​	​	​	​
​		September 30,			December 31,
​	​	2024		​	2023
Total working capital credit facility	​	$	75,000	​	$	75,000	​
Borrowings outstanding at end of period	​		46,783	​		4,593	​
Weighted average daily borrowings during the period ended	​		14,810	​		15,829	​
Maximum daily borrowings during the period ended	​		62,077	​		57,107	​
Weighted average interest rate during the period ended	​		6.2	%		5.9	%
Interest rate at end of the period	​		5.7	%		6.3	%

​

(h) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $100.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 2.89%

(i) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $200.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 4.03%.

(j) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $150.0 million of the initial $300.0 million issued. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 4.27%.

(k) The Company previously entered into forward starting interest rate swaps and treasury lock to hedge against the interest rate risk of this debt. The all-in weighted average interest rate, inclusive of the impact of the forward starting swaps and treasury locks, was 3.32%.

(l) The Company entered into treasury lock agreements to hedge against interest rate risk on $250.0 million of the $600.0 million aggregate principal amount. The all-in weighted average interest rate, inclusive of the impact of the treasury locks, was 3.01%.

(m) In August 2024, the Company issued $300.0 million of 5.125% senior medium-term notes due September 1, 2034. Interest is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2025. The notes were priced at 98.977% of the principal amount of the notes. The Company used the net proceeds to pay down outstanding indebtedness under its commercial paper program. The Company entered into and settled treasury lock arrangements to hedge against all interest rate risk of the debt. The all-in weighted average interest rate, inclusive of the impact of the treasury locks, was 4.95%.

(n) The Company previously entered into forward starting interest rate swaps to hedge against the interest rate risk of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 3.13%.

(o) The Operating Partnership is the guarantor of this debt.

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

The aggregate maturities, including amortizing principal payments on secured and unsecured debt, of total debt for the next ten calendar years subsequent to September 30, 2024 are as follows (dollars in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		Total Fixed			Total Variable			Total			Total			Total
Year	​	Secured Debt		​	Secured Debt		​	Secured Debt		​	Unsecured Debt		​	Debt
2024	​	$	1,340	​	$	—	​	$	1,340	​	$	290,000	​	$	291,340
2025	​	​	178,323	​		—	​		178,323	​		46,783	​		225,106
2026	​		56,672	​		—	​		56,672	​		300,000	​		356,672
2027	​		6,939	​		—	​		6,939	​		650,000	​		656,939
2028	​		166,526	​		—	​		166,526	​		300,000	​		466,526
2029	​		315,811	​		—	​		315,811	​		300,000	​		615,811
2030	​		230,597	​		—	​		230,597	​		600,000	​		830,597
2031	​		160,930	​		—	​		160,930	​		600,000	​		760,930
2032	​		—	​		27,000	​		27,000	​		400,000	​		427,000
2033	​		—	​		​	​		—	​		650,000	​		650,000
Thereafter	​		—	​		—	​		—	​		600,000	​		600,000
Subtotal	​		1,117,138	​		27,000	​		1,144,138	​		4,736,783	​		5,880,921
Non-cash (a)	​		(3,405)	​		(41)	​		(3,446)	​		(12,212)	​		(15,658)
Total	​	$	1,113,733	​	$	26,959	​	$	1,140,692	​	$	4,724,571	​	$	5,865,263

(a)	Includes the unamortized balance of fair market value adjustments, premiums/discounts and deferred financing costs_._ The Company amortized $1.2 million and $1.0 million during the three months ended September 30, 2024 and 2023, respectively, and $3.7 million and $2.9 million during the nine months ended September 30, 2024 and 2023, respectively, of deferred financing costs into Interest expense.

We were in compliance with the covenants of our debt instruments at September 30, 2024.

​

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

8. INCOME/(LOSS) PER SHARE

The following table sets forth the computation of basic and diluted income/(loss) per share for the periods presented (dollars and shares in thousands, except per share data):

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Nine Months Ended					​
​	​	September 30,					​	September 30,					​
​		2024			2023			2024			2023		​
Numerator for income/(loss) per share:	​	​	​	​	​		​	​	​	​	​		​
Net income/(loss)	​	$	24,077	​	$	35,419	​	$	101,400	​	$	438,527	​
Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	​		(1,574)	​		(2,554)	​		(6,736)	​		(27,137)	​
Net (income)/loss attributable to noncontrolling interests	​		94	​		(7)	​		(35)	​		(23)	​
Net income/(loss) attributable to UDR, Inc.	​		22,597	​		32,858	​		94,629	​		411,367	​
Distributions to preferred stockholders — Series E (Convertible)	​		(1,197)	​		(1,221)	​		(3,638)	​		(3,626)	​
Income/(loss) attributable to common stockholders - basic and diluted	​	$	21,400	​	$	31,637	​	$	90,991	​	$	407,741	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Denominator for income/(loss) per share:	​			​			​			​			​
Weighted average common shares outstanding	​		329,788	​		329,130	​		329,488	​		329,207	​
Unvested restricted stock awards	​		(367)	​		(370)	​		(387)	​		(372)	​
Denominator for basic income/(loss) per share	​		329,421	​		328,760	​		329,101	​		328,835	​
Incremental shares issuable from assumed conversion of unvested LTIP Units, conversion of Series E preferred stock, performance units and unvested restricted stock	​		1,136	​		441	​		654	​		448	​
Denominator for diluted income/(loss) per share	​		330,557	​		329,201	​		329,755	​		329,283	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​
Income/(loss) per weighted average common share:	​			​			​			​			​
Basic	​	$	0.06	​	$	0.10	​	$	0.28	​	$	1.24	​
Diluted	​	$	0.06	​	$	0.10	​	$	0.28	​	$	1.24	​

​

Basic income/(loss) per common share is computed based upon the weighted average number of common shares outstanding. Diluted income/(loss) per common share is computed based upon the weighted average number of common shares outstanding plus the common shares issuable from the assumed conversion of the OP Units and DownREIT Units, convertible preferred stock, stock options, unvested long-term incentive plan units (“LTIP Units”), performance units, unvested restricted stock and continuous equity program forward sales agreements. Only those instruments having a dilutive impact on our basic income/(loss) per share are included in diluted income/(loss) per share during the periods. For the three and nine months ended September 30, 2024 and 2023, the effect of the conversion of the OP Units, DownREIT Units and the Company’s Series E preferred stock was not dilutive and therefore not included in the above calculation.

In July 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 July 2017. During the three and nine months ended September 30, 2024, the Company did not sell any shares of common stock through its ATM program. As of September 30, 2024, we had 14.0 million shares of common stock available for future issuance under the ATM program.

In connection with any forward sales agreement under the Company’s ATM program, the relevant forward purchasers will borrow from third parties and, through the relevant sales agent, acting in its role as forward seller, sell a number of shares of the Company’s common stock equal to the number of shares underlying the agreement. The Company does not initially receive any proceeds from any sale of borrowed shares by the forward seller.

For the three and nine months ended September 30, 2024, the Company did not enter into any forward purchase agreements under its continuous equity program.

​

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

The following table sets forth the additional shares of common stock outstanding, by equity instrument, if converted to common stock for each of the three and nine months ended September 30, 2024 and 2023 (in thousands):

​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended			​	Nine Months Ended			​
​	​	September 30,			​	September 30,			​
​	​	2024	​	2023	​	2024	​	2023	​
OP/DownREIT Units		23,854		22,511		24,198		21,699
Convertible preferred stock		2,815		2,908		2,858		2,908
Unvested LTIP Units, performance units, and unvested restricted stock		1,136		441		654		448

​

​

9. NONCONTROLLING INTERESTS

Redeemable Noncontrolling Interests in the Operating Partnership and DownREIT Partnership

Interests in the Operating Partnership and the DownREIT Partnership held by limited partners are represented by OP Units and DownREIT Units, respectively. The income is allocated to holders of OP Units/DownREIT Units based upon net income attributable to common stockholders and the weighted average number of OP Units/DownREIT Units outstanding to total common shares plus OP Units/DownREIT Units outstanding during the period. Capital contributions, distributions, and profits and losses are allocated to noncontrolling interests in accordance with the terms of the partnership agreements of the Operating Partnership and the DownREIT Partnership.

Limited partners of the Operating Partnership and the DownREIT Partnership have the right to require such partnership to redeem all or a portion of the OP Units/DownREIT Units held by the limited partner at a redemption price equal to and in the form of the Cash Amount (as defined in the partnership agreement of the Operating Partnership or the DownREIT Partnership, as applicable), provided that such OP Units/DownREIT Units have been outstanding for at least one year, subject to certain exceptions. UDR, as the general partner of the Operating Partnership and the DownREIT Partnership may, in its sole discretion, purchase the OP Units/DownREIT Units by paying to the limited partner either the Cash Amount or the REIT Share Amount (generally one share of common stock of the Company for each OP Unit/DownREIT Unit), as defined in the partnership agreement of the Operating Partnership or the DownREIT Partnership, as applicable. Accordingly, the Company records the OP Units/DownREIT Units outside of permanent equity and reports the OP Units/DownREIT Units at their redemption value using the Company’s stock price at each balance sheet date.

The following table sets forth redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership for the following period (dollars in thousands):

​	​	​	​	​
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership at December 31, 2023		$	961,087	​
Mark-to-market adjustment to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	​		180,086	​
Conversion of OP Units/DownREIT Units to Common Stock or Cash	​		(28,392)	​
Net income/(loss) attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	​		6,736	​
Distributions to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	​		(42,234)	​
Redeemable Long-Term and Short-Term Incentive Plan Units	​	​	21,700	​
Allocation of other comprehensive income/(loss)	​		4	​
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership at September 30, 2024	​	$	1,098,987	​

​

Noncontrolling Interests

Noncontrolling interests represent interests of unrelated partners in certain consolidated affiliates, and are presented as part of equity on the Consolidated Balance Sheets since these interests are not redeemable. Net (income)/loss attributable to noncontrolling interests was $0.1 million and less than $(0.1) million during the three

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

months ended September 30, 2024 and 2023, respectively and less than $(0.1) million and less than $(0.1) million during the nine months ended September 30, 2024 and 2023, respectively.

10. FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS

Fair value is based on the price that would be received to sell an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level valuation hierarchy prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of three broad levels, which are described below:

	●	Level 1 — Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

	●	Level 2 — Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data.

	●	Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The estimated fair values of the Company’s financial instruments either recorded or disclosed on a recurring basis as of September 30, 2024 and December 31, 2023, are summarized as follows (dollars in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	Fair Value at September 30, 2024, Using
​	​	Total		​	​		​	Quoted		​	​		​	​
​	​	Carrying		​	​		​	Prices in		​	​		​	​
​	​	Amount in		​	​		​	Active		​	​	​	​	​
​	​	Statement of		​	​	​	​	Markets		​	Significant		​	​	​
​	​	Financial		​	Fair Value		​	for Identical		​	Other		​	Significant
​	​	Position at		​	Estimate at		​	Assets or		​	Observable		​	Unobservable
​	​	September 30,		​	September 30,		​	Liabilities		​	Inputs		​	Inputs
​	​	2024 (a)		​	2024		​	(Level 1)		​	(Level 2)		​	(Level 3)
Description:		​			​			​			​			​	​
Notes receivable, net (b)	​	$	280,006	​	$	272,583	​	$	—	​	$	—	​	$	272,583
Equity securities (c)	​	​	1,267	​	​	1,267	​	​	1,267	​	​	—	​	​	—
Derivatives - Interest rate contracts (d)	​		4,583	​		4,583	​		—	​		4,583	​		—
Total assets	​	$	285,856	​	$	278,433	​	$	1,267	​	$	4,583	​	$	272,583
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Secured debt instruments - fixed rate: (e)	​			​			​			​			​		​
Mortgage notes payable	​	$	1,117,576	​	$	1,067,422	​	$	—	​	$	—	​	$	1,067,422
Secured debt instruments - variable rate: (e)	​			​			​			​			​		​
Tax-exempt secured notes payable	​		27,000	​		27,000	​		—	​		—	​		27,000
Unsecured debt instruments: (e)	​			​		​	​			​			​		​
Working capital credit facility	​	​	46,783	​	​	46,783	​	​	—	​	​	—	​	​	46,783
Commercial paper program	​	​	290,000	​	​	290,000	​	​	—	​	​	—	​	​	290,000
Unsecured notes	​	​	4,408,808	​	​	3,998,555	​	​	—	​	​	—	​	​	3,998,555
Total liabilities	​	$	5,890,167	​	$	5,429,760	​	$	—	​	$	—	​	$	5,429,760
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (f)	​	$	1,098,987	​	$	1,098,987	​	$	—	​	$	1,098,987	​	$	—

​

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	Fair Value at December 31, 2023, Using
​	​	Total		​	​		​	Quoted		​	​		​	​
​	​	Carrying		​	​		​	Prices in		​	​		​	​
​	​	Amount in		​	​		​	Active		​	​		​	​
​	​	Statement of		​	​		​	Markets		​	Significant		​	​
​	​	Financial		​	Fair Value		​	for Identical		​	Other		​	Significant
​	​	Position at		​	Estimate at		​	Assets or		​	Observable		​	Unobservable
​	​	December 31,		​	December 31,		​	Liabilities		​	Inputs		​	Inputs
​		2023 (a)		​	2023		​	(Level 1)		​	(Level 2)		​	(Level 3)
Description:		​			​			​			​			​	​
Notes receivable, net (b)	​	$	228,825	​	$	222,755	​	$	—	​	$	—	​	$	222,755
Equity securities (c)	​	​	7,210	​	​	7,210	​	​	7,210	​	​	—	​	​	—
Derivatives - Interest rate contracts (d)	​		10,103	​		10,103	​		—	​		10,103	​		—
Total assets	​	$	246,138	​	$	240,068	​	$	7,210	​	$	10,103	​	$	222,755
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Secured debt instruments - fixed rate: (e)	​			​			​			​			​		​
Mortgage notes payable	​	$	1,215,228	​	$	1,124,140	​	$	—	​	$	—	​	$	1,124,140
Secured debt instruments - variable rate: (e)	​			​			​			​			​		​
Mortgage notes payable	​		40,017	​		40,017	​		—	​		—	​		40,017
Tax-exempt secured notes payable	​		27,000	​		27,000	​		—	​		—	​		27,000
Unsecured debt instruments: (e)	​		​	​			​			​			​		​
Working capital credit facility	​	​	4,593	​	​	4,593	​	​	—	​	​	—	​	​	4,593
Commercial paper program	​	​	408,075	​	​	408,075	​	​	—	​	​	—	​	​	408,075
Unsecured notes	​	​	4,129,010	​	​	3,611,697	​	​	—	​	​	—	​	​	3,611,697
Total liabilities	​	$	5,823,923	​	$	5,215,522	​	$	—	​	$	—	​	$	5,215,522
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (f)	​	$	961,087	​	$	961,087	​	$	—	​	$	961,087	​	$	—

(a)	Certain balances include fair market value adjustments and exclude deferred financing costs.

(b)	See Note 2, Significant Accounting Policies.

(c)	The Company holds a direct investment in a publicly traded real estate technology company, SmartRent. The investment is valued at the market price on September 30, 2024 and December 31, 2023. The Company currently classifies the investment as Level 1 in the fair value hierarchy.

(d)	See Note 11, Derivatives and Hedging Activity.

(e)	See Note 7, Secured and Unsecured Debt, Net.

(f)	See Note 9, Noncontrolling Interests.

There were no transfers into or out of any of the levels of the fair value hierarchy during the nine months ended September 30, 2024.

Financial Instruments Carried at Fair Value

The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The fair values of interest rate swaps and caps are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.

The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2024 and December 31, 2023, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. In conjunction with the FASB’s fair value measurement guidance, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership have a redemption feature and are marked to their redemption value. The redemption value is based on the fair value of the Company’s common stock at the redemption date, and therefore, is calculated based on the fair value of the Company’s common stock at the balance sheet date. Since the valuation is based on observable inputs such as quoted prices for similar instruments in active markets, redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership are classified as Level 2.

Financial Instruments Not Carried at Fair Value

At September 30, 2024 and December 31, 2023, the fair values of cash and cash equivalents, restricted cash, accounts receivable, prepaids, real estate taxes payable, accrued interest payable, security deposits and prepaid rent, distributions payable and accounts payable approximated their carrying values because of the short term nature of these instruments. The estimated fair values of other financial instruments, which includes notes receivable and debt instruments, are classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs that are utilized in their respective valuations.

11. DERIVATIVES AND HEDGING ACTIVITY

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its debt funding and through the use of derivative financial instruments. Specifically, the Company may enter into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.

The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in Accumulated other comprehensive income/(loss), net on the Consolidated Balance Sheets and subsequently reclassified

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

into earnings in the period that the hedged forecasted transaction affects earnings. During the three and nine months ended September 30, 2024 and 2023, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.

Amounts reported in Accumulated other comprehensive income/(loss), net on the Consolidated Balance Sheets related to derivatives that will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. Through September 30, 2025, the Company estimates that an additional $3.4 million will be reclassified as a decrease to Interest expense.

As of September 30, 2024, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (dollars in thousands):

​	​	​	​	​	​
​		Number of		​
Product	​	Instruments	​	Notional
Interest rate swaps and caps	​	3	​	$	194,880

​

During the nine months ended September 30, 2024, the Company entered into and settled three treasury lock arrangements to hedge all the interest rate risk associated with the $300.0 million senior medium-term notes issued in August 2024. This resulted in a deferred gain of $4.1 million which is recorded in Accumulated other comprehensive income/(loss), net on the Consolidated Balance Sheets and will be reclassified into earnings over the life of the debt issued.

​

Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements of GAAP. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. As of September 30, 2024, no derivatives not designated as hedges were held by the Company.

Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 (dollars in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Asset Derivatives					​	Liability Derivatives
​	​	(included in Other assets**)**					​	(included in Other liabilities**)**
​	​	Fair Value at:					​	Fair Value at:
​	​	September 30,		​	December 31,		​	September 30,		​	December 31,
​	​	2024		​	2023		​	2024		​	2023
Derivatives designated as hedging instruments:		​			​			​			​
Interest rate products	​	$	4,583	​	$	10,103	​	$	—	​	$	—

​

Tabular Disclosure of the Effect of Derivative Instruments on the Consolidated Statements of Operations

The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (dollars in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	Gain/(Loss) Recognized in
​	​	​					​	Gain/(Loss) Reclassified					​	Interest expense
​	​	Unrealized holding gain/(loss)					​	from Accumulated OCI into					​	(Amount Excluded from
​	​	Recognized in OCI					​	Interest expense					​	Effectiveness Testing)
Derivatives in Cash Flow Hedging Relationships		2024			2023			2024			2023			2024			2023
Three Months Ended September 30,	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest rate products	​	$	(1,768)	​	$	1,314	​	$	1,782	​	$	2,110	​	$	—	​	$	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Nine Months Ended September 30,	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest rate products	​	$	5,464	​	$	5,336	​	$	5,768	​	$	5,332	​	$	—	​	$	—

​

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Nine Months Ended
​	​	September 30,					​	September 30,
​	​	2024		​	2023		​	2024		​	2023
Total amount of Interest expense presented on the Consolidated Statements of Operations	​	$	50,214	​	$	44,664	​	$	146,087	​	$	133,519

​

Credit-risk-related Contingent Features

The Company has agreements with its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness.

The Company has certain agreements with some of its derivative counterparties that contain a provision where, in the event of default by the Company or the counterparty, the right of setoff may be exercised. Any amount payable to one party by the other party may be reduced by its setoff against any amounts payable by the other party. Events that give rise to default by either party may include, but are not limited to, the failure to pay or deliver payment under the derivative agreement, the failure to comply with or perform under the derivative agreement, bankruptcy, a merger without assumption of the derivative agreement, or in a merger, a surviving entity’s creditworthiness is materially weaker than the original party to the derivative agreement.

Tabular Disclosure of Offsetting Derivatives

The Company has elected not to offset derivative positions on the consolidated financial statements. The tables below present the effect on its financial position had the Company made the election to offset its derivative positions as of September 30, 2024 and December 31, 2023 (dollars in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		​	​		Gross			Net Amounts of			Gross Amounts Not Offset					​	​	​
​	​	​	​	​	Amounts		​	Assets		​	in the Consolidated					​	​	​
​	​	Gross		​	Offset in the		​	Presented in the		​	Balance Sheets					​	​	​
​	​	Amounts of		​	Consolidated		​	Consolidated		​	​	​	​	Cash		​	​	​
​	​	Recognized		​	Balance		​	Balance Sheets		​	Financial		​	Collateral		​	​	​
Offsetting of Derivative Assets	​	Assets		​	Sheets		​	(a)		​	Instruments			Received			Net Amount
September 30, 2024	​	$	4,583	​	$	—	​	$	4,583	​	$	—	​	$	—	​	$	4,583
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
December 31, 2023	​	$	10,103	​	$	—	​	$	10,103	​	$	—	​	$	—	​	$	10,103

(a)	Amounts reconcile to the aggregate fair value of derivative assets in the “Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets” located in this footnote.

​

​

12. STOCK BASED COMPENSATION

The Company recognized stock based compensation expense, inclusive of awards granted to our non-employee directors, net of capitalization, of $9.2 million and $7.1 million during the three months ended September 30, 2024 and 2023, respectively, and $25.9 million and $22.8 million during the nine months ended September 30, 2024 and 2023, respectively, which are included in General and Administrative on the Consolidated Statements of Operations.

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

13. COMMITMENTS AND CONTINGENCIES

Commitments

The following summarizes the Company’s commitments at September 30, 2024 (dollars in thousands):

​	​	​	​	​	​	​	​	​	​
​	​	Number	​	UDR's		​	UDR's Remaining		​
​	​	Properties	​	Investment (a)		​	Commitment		​
Real estate commitments	​	​	​	​	​	​	​	​	​
Wholly-owned — redevelopment (b)		10	​	$	59,985	​	$	93,055
Other unconsolidated investments:	​	​	​	​	​	​	​	​	​
Real estate technology and sustainability investments (c)	​	-	​	​	58,972	​	​	47,028	​
Total			​	$	118,957	​	$	140,083

(a)	Represents UDR’s investment as of September 30, 2024.

(b)	Projects consist of unit renovations and/or renovation of related common area amenities.

(c)	As of September 30, 2024, the investments were recorded in either Investment in and advances to unconsolidated joint ventures, net or Other Assets on the Consolidated Balance Sheets_._

​

Contingencies

Litigation and Legal Matters

The Company is subject to various legal proceedings and claims arising in the ordinary course of business. The Company cannot determine the ultimate liability with respect to such legal proceedings and claims at this time. The Company believes that such liability, to the extent not provided for through insurance or otherwise, will not have a material adverse effect on our financial condition, results of operations or cash flows.

We have been named as a defendant in a number of cases alleging antitrust violations by RealPage, Inc., a vendor providing revenue management software products, and various owners or managers of multifamily housing, which cases have been consolidated in the United States Court for the Middle District of Tennessee with the Second Amended Complaint filed September 7, 2023 and a case with similar allegations that has been filed by the District of Columbia on November 1, 2023 in the Superior Court of the District of Columbia. These cases seek injunctive relief as well as monetary damages. We believe that there are defenses, both factual and legal, to the allegations in such cases and we intend to vigorously defend such suits. We are also aware that governmental investigations regarding antitrust matters in the multifamily industry are occurring and the federal government and various state attorneys general have filed a civil lawsuit against RealPage, Inc. As all of the above proceedings are in the early stages, it is not possible for us to predict the outcome or to estimate the amount of loss, if any, that may be associated with an adverse decision in any of these cases or any case that may be brought based on the investigations. As a result, as of September 30, 2024, there is no liability recorded.

​

14. REPORTABLE SEGMENTS

GAAP guidance requires that segment disclosures present the measure(s) used by the Chief Operating Decision Maker to decide how to allocate resources and for purposes of assessing such segments’ performance. UDR’s Chief Operating Decision Maker is comprised of several members of its executive management team who use several generally accepted industry financial measures to assess the performance of the business for our reportable operating segments.

UDR owns and operates multifamily apartment communities that generate rental and other property related income through the leasing of apartment homes to a diverse base of tenants. The primary financial measures for UDR’s apartment communities are rental income and net operating income (“NOI”). Rental income represents gross market rent less adjustments for concessions, vacancy loss and bad debt. NOI is defined as rental income less direct property rental

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

expenses. Rental expenses include real estate taxes, insurance, personnel, utilities, repairs and maintenance, administrative and marketing. Excluded from NOI is property management expense, which is calculated as 3.25% of property revenue, and land rent. Property management expense covers costs directly related to consolidated property operations, inclusive of corporate management, regional supervision, accounting and other costs. UDR’s Chief Operating Decision Maker utilizes NOI as the key measure of segment profit or loss.

UDR’s two reportable segments are Same-Store Communities and Non-Mature Communities/Other:

	●	Same-Store Communities represent those communities acquired, developed, and stabilized prior to July 1, 2023 (for quarter-to-date comparison) and January 1, 2023 (for year-to-date comparison) and held as of September 30, 2024. A comparison of operating results from the prior year is meaningful as these communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior period, there is no plan to conduct substantial redevelopment activities, and the community is not classified as held for disposition within the current year. A community is considered to have stabilized occupancy once it achieves 90% occupancy for at least three consecutive months.

	●	Non-Mature Communities/Other represent those communities that do not meet the criteria to be included in Same-Store Communities, including, but not limited to, recently acquired, developed and redeveloped communities, and the non-apartment components of mixed use properties.

Management evaluates the performance of each of our apartment communities on a Same-Store Community and Non-Mature Community/Other basis, as well as individually and geographically. This is consistent with the aggregation criteria under GAAP as each of our apartment communities generally has similar economic characteristics, facilities, services, and tenants. Therefore, the Company’s reportable segments have been aggregated by geography in a manner identical to that which is provided to the Chief Operating Decision Maker.

All revenues are from external customers and no single tenant or related group of tenants contributed 10% or more of UDR’s total revenues during the three and nine months ended September 30, 2024 and 2023.

​

The following is a description of the principal streams from which the Company generates its revenue:

Lease Revenue

​

Lease revenue related to leases is recognized on an accrual basis when due from residents or tenants in accordance with ASC 842, Leases. Rental payments are generally due on a monthly basis and recognized on a straight-line basis over the noncancellable lease term because collection of the lease payments was probable at lease commencement, inclusive of any periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option. In addition, in circumstances where a lease incentive is provided to tenants, the incentive is recognized as a reduction of lease revenue on a straight-line basis over the lease term.

​

Lease revenue also includes all pass-through revenue from retail and residential leases and common area maintenance reimbursements from retail leases. These services represent non-lease components in a contract as the Company transfers a service to the lessee other than the right to use the underlying asset. The Company has elected the practical expedient under the leasing standard to not separate lease and non-lease components from its resident and retail lease contracts as the timing and pattern of revenue recognition for the non-lease component and related lease component are the same and the combined single lease component would be classified as an operating lease.

​

Other Revenue

​

Other revenue is generated by services provided by the Company to its retail and residential tenants and other unrelated third parties. Revenue is measured based on consideration specified in contracts with customers. The Company recognizes revenue when it satisfies a performance obligation by providing the services specified in a contract to the customer. These fees are generally recognized as earned.

​

Joint venture management and other fees

​

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

The Joint venture management and other fees revenue consists of management fees charged to our equity method joint ventures per the terms of contractual agreements and other fees. Joint venture fee revenue is recognized monthly as the management services are provided and the fees are earned or upon a transaction whereby the Company earns a fee. Joint venture management and other fees are not allocable to a specific reportable segment or segments.

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

The following table details rental income and NOI for UDR’s reportable segments for the three and nine months ended September 30, 2024 and 2023, and reconciles NOI to Net income/(loss) attributable to UDR, Inc. on the Consolidated Statements of Operations (dollars in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Nine Months Ended
​	​	September 30, (a)					​	September 30, (b)
​		2024			2023			2024			2023
Reportable apartment home segment lease revenue	​	​	​	​	​	​	​	​	​	​	​	​
Same-Store Communities	​	​			​			​			​
West Region	​	$	120,665	​	$	118,801	​	$	355,797	​	$	346,970
Mid-Atlantic Region	​		78,211	​		76,581	​		232,276	​		225,504
Northeast Region	​		83,353	​		81,525	​		242,785	​		235,412
Southeast Region	​		56,177	​		57,096	​		169,892	​		169,668
Southwest Region	​		41,128	​		42,054	​		112,627	​		113,564
Non-Mature Communities/Other	​		23,772	​		18,838	​		88,803	​		81,424
Total segment and consolidated lease revenue	​	$	403,306	​	$	394,895	​	$	1,202,180	​	$	1,172,542
​	​	​	​	​	​	​	​	​	​	​	​	​
Reportable apartment home segment other revenue	​	​	​	​	​	​	​	​	​	​	​	​
Same-Store Communities	​	​			​			​			​
West Region	​	$	3,175	​	$	3,052	​	$	8,970	​	$	8,670
Mid-Atlantic Region	​		3,633	​		3,379	​		10,107	​		8,689
Northeast Region	​		2,357	​		2,154	​		6,253	​		5,852
Southeast Region	​		2,951	​		2,571	​		8,080	​		7,030
Southwest Region	​		2,004	​		1,965	​		5,210	​		4,795
Non-Mature Communities/Other	​		662	​		344	​		2,285	​		2,186
Total segment and consolidated other revenue	​	$	14,782	​	$	13,465	​	$	40,905	​	$	37,222
​	​	​	​	​	​	​	​	​	​	​	​	​
Total reportable apartment home segment rental income	​	​	​	​	​	​	​	​	​	​	​	​
Same-Store Communities	​	​			​			​			​
West Region	​	$	123,840	​	$	121,853	​	$	364,767	​	$	355,640
Mid-Atlantic Region	​		81,844	​		79,960	​		242,383	​		234,193
Northeast Region	​		85,710	​		83,679	​		249,038	​		241,264
Southeast Region	​		59,128	​		59,667	​		177,972	​		176,698
Southwest Region	​		43,132	​		44,019	​		117,837	​		118,359
Non-Mature Communities/Other	​		24,434	​		19,182	​		91,088	​		83,610
Total segment and consolidated rental income	​	$	418,088	​	$	408,360	​	$	1,243,085	​	$	1,209,764
​	​	​	​	​	​	​	​	​	​	​	​	​
Reportable apartment home segment NOI	​			​			​			​
Same-Store Communities	​			​			​			​
West Region	​	$	91,209	​	$	90,011	​	$	270,378	​	$	265,550
Mid-Atlantic Region	​		55,823	​		54,591	​		165,750	​		161,143
Northeast Region	​		55,382	​		54,445	​		161,762	​		159,341
Southeast Region	​		40,328	​		40,727	​		121,416	​		121,071
Southwest Region	​		27,524	​		28,397	​		74,282	​		75,877
Non-Mature Communities/Other	​		14,156	​		10,485	​		54,231	​		47,898
Total segment and consolidated NOI	​		284,422	​		278,656	​		847,819	​		830,880
Reconciling items:	​			​			​			​
Joint venture management and other fees	​		2,072	​		1,772	​		6,029	​		4,464
Property management	​		(13,588)	​		(13,271)	​		(40,400)	​		(39,317)
Other operating expenses	​		(6,382)	​		(4,611)	​		(20,803)	​		(11,902)
Real estate depreciation and amortization	​		(170,276)	​		(167,551)	​		(510,622)	​		(505,776)
General and administrative	​		(20,890)	​		(15,159)	​		(58,836)	​		(49,091)
Casualty-related (charges)/recoveries, net	​		(1,473)	​		1,928	​		(8,749)	​		(3,362)
Other depreciation and amortization	​		(4,029)	​		(3,692)	​		(13,024)	​		(11,022)
Gain/(loss) on sale of real estate owned	​	​	—	​	​	—	​	​	16,867	​	​	325,885
Income/(loss) from unconsolidated entities	​		(1,880)	​		5,508	​		11,251	​		24,912
Interest expense	​		(50,214)	​		(44,664)	​		(146,087)	​		(133,519)
Interest income and other income/(expense), net	​		6,159	​		(3,069)	​		18,522	​		8,388
Tax (provision)/benefit, net	​		156	​		(428)	​		(567)	​		(2,013)
Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	​		(1,574)	​		(2,554)	​		(6,736)	​		(27,137)
Net (income)/loss attributable to noncontrolling interests	​		94	​		(7)	​		(35)	​		(23)
Net income/(loss) attributable to UDR, Inc.	​	$	22,597	​	$	32,858	​	$	94,629	​	$	411,367

(a)	Same-Store Community population consisted of 52,837 apartment homes.

(b)	Same-Store Community population consisted of 51,804 apartment homes.

UDR, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SEPTEMBER 30, 2024

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The following table details the assets of UDR’s reportable segments as of September 30, 2024 and December 31, 2023 (dollars in thousands):

​	​	​	​	​	​	​
​		September 30,			December 31,
​	​	2024		​	2023
Reportable apartment home segment assets:		​			​
Same-Store Communities (a):		​			​
West Region	​	$	4,499,276	​	$	4,452,491
Mid-Atlantic Region	​		3,242,224	​		3,205,036
Northeast Region	​		3,993,659	​		3,957,210
Southeast Region	​		1,625,799	​		1,589,605
Southwest Region	​		1,521,730	​		1,506,052
Non-Mature Communities/Other	​		1,269,574	​		1,313,465
Total segment assets	​		16,152,262	​		16,023,859
Accumulated depreciation	​		(6,739,674)	​		(6,267,830)
Total segment assets — net book value	​		9,412,588	​		9,756,029
Reconciling items:	​			​
Cash and cash equivalents	​		2,285	​		2,922
Restricted cash	​		33,267	​		31,944
Notes receivable, net	​		280,006	​		228,825
Investment in and advances to unconsolidated joint ventures, net	​		966,227	​		952,934
Operating lease right-of-use assets	​	​	187,918	​	​	190,619
Other assets	​		197,473	​		209,969
Total consolidated assets	​	$	11,079,764	​	$	11,373,242

(a)	Same-Store Community population consisted of 52,837 apartment homes.

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Markets included in the above geographic segments are as follows:

	i.	West Region — Orange County, San Francisco, Seattle, Monterey Peninsula, Los Angeles Other Southern California and Portland

	ii.	Mid-Atlantic Region — Metropolitan D.C., Baltimore and Richmond

	iii.	Northeast Region — Boston, New York and Philadelphia

	iv.	Southeast Region — Tampa, Orlando, Nashville and Other Florida

	v.	Southwest Region — Dallas, Austin and Denver

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