Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 29, 2014

UDR, Inc.

(Exact name of registrant as specified in its charter)



Maryland	1-10524	54-0857512
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado		80129
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (720) 283-6120

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On July 29, 2014, UDR, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2014. This press release is furnished as Exhibit 99.1 to this Report and refers to supplemental financial information that is available on the Company’s website and furnished as Exhibit 99.2 to this Report. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.




Ex. No.	-	Description

99.1	-	Earnings press release dated July 29, 2014.

99.2	-	Supplemental Financial Information dated July 29, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




	UDR, Inc.

July 29, 2014	By:	/s/ Thomas M. Herzog
		Name: Thomas M. Herzog
		Title: Senior Vice President and Chief Financial Officer

Exhibit 99.1

Press Release



DENVER, CO—July 29, 2014				Contact: Chris Van Ens
				Phone: 720.348.7762

UDR ANNOUNCES SECOND QUARTER 2014 RESULTS

~ Reports Second Quarter AFFO per Share of $0.34 ~

Second Quarter 2014 Highlights:


•	Funds from Operations (“FFO”) per share was $0.39 (+5% year-over-year), FFO as Adjusted per share was $0.39 (+11%), and AFFO per share was $0.34 (+10%).


•	Year-over-year same-store (“SS”) revenue and net operating income (“NOI”) growth for the quarter were 4.4 percent and 5.5 percent, respectively.


•	Sold two Tampa, FL communities with 677 homes for approximately $81 million. Subsequent to quarter end, sold a $50 million, 371-home community located in Orlando, FL. Combined, the sales were transacted at a wtd. avg. 5.6 percent cash flow cap rate.


•	Completed the redevelopment of 748 homes at 27 Seventy Five Mesa Verde in Orange County, CA for $78 million.


•	As previously announced, the Company increased its ownership interest from 12 percent to 50 percent in the final six operating communities in the UDR / MetLife I JV. These six communities were contributed to the UDR / MetLife II JV.


•	Paid down indebtedness outstanding on the Company's credit facility with the issuance of a $300 million, 10-year unsecured offering at a coupon of 3.75 percent.


•	Increased full-year 2014 earnings and SS growth and occupancy guidance:


◦	FFO per share guidance increased by $0.04 and FFO as Adjusted and AFFO per share guidance increased by $0.01 at the midpoint.


◦	SS revenue growth guidance: 3.75 to 4.25 percent (+12.5 bps at the midpoint).


◦	SS expense growth guidance: 1.75 to 2.25 percent (-100 bps at the midpoint).


◦	SS NOI growth guidance: 4.50 to 5.50 percent (+62.5 bps at the midpoint).


◦	SS occupancy guidance: 96.5 percent (+50 bps).



	Q2 2014	Q2 2013	YTD 2014	YTD 2013
FFO per share	$0.39	$0.37	$0.75	$0.71
Gain on sale of land	—	—	(0.004)	—
Casualty-related (recoveries) / charges, net	—	(0.011)	0.002	(0.021)
Other	0.001	—	0.001	—
FFO as Adjusted per share	$0.39	$0.35	$0.74	$0.69
Recurring capital expenditures	(0.042)	(0.046)	(0.067)	(0.072)
AFFO per share	$0.34	$0.31	$0.68	$0.62

A reconciliation of FFO, FFO as Adjusted and AFFO to GAAP Net Income attributable to UDR, Inc. can be found on Attachment 2 of the Company’s second quarter supplemental package.

Operations

Same-store NOI increased 5.5 percent year-over-year in the second quarter of 2014 driven by same-store revenue growth of 4.4 percent against a 1.7 percent increase in same-store expenses. Same-store physical occupancy was 96.8 percent as compared to 96.2 percent in the prior year period. The annualized rate of turnover increased 20 basis points year-over-year to 55.1 percent in the quarter.

Summary of Same-Store Results Second Quarter 2014 versus Second Quarter 2013



Region	Revenue Growth		Expense Growth/ (Decline)		NOI Growth		% of Same-Store Portfolio⁽¹⁾		Same-Store Occupancy⁽²⁾		Number of Same-Store Homes⁽³⁾
West	5.8	%	2.2	%	7.3	%	39.5	%	96.5	%	11,847
Mid-Atlantic	1.6	%	2.1	%	1.4	%	24.5	%	97.0	%	8,986
Southeast	4.7	%	(0.8	)%	7.7	%	15.5	%	96.9	%	8,467
Northeast	4.6	%	(4.1	)%	7.7	%	13.3	%	96.9	%	2,387
Southwest	5.2	%	9.9	%	2.4	%	7.2	%	97.3	%	3,998
Total	4.4	%	1.7	%	5.5	%	100.0	%	96.8	%	35,685


(1)	Based on Q2 2014 NOI.


(2)	Average same-store occupancy for the quarter.

(3)

During the second quarter, 35,685 apartment homes, or approximately 87 percent of 40,811 total consolidated apartment homes (versus 51,923 apartment homes inclusive of joint ventures and development pipeline homes upon completion), were classified as same-store. The Company defines QTD SS Communities as those communities stabilized for five full consecutive quarters. These communities were owned and had stabilized occupancy and operating expenses as of the beginning of the quarter in the prior year, there is no plan to conduct substantial redevelopment activities, and the community is not held for disposition within the current year.

Sequentially, second quarter results followed typical seasonal trends with the Company’s same-store NOI increasing by 2.8 percent on revenue growth of 1.8 percent and a 0.3 percent decrease in expenses.

For the six months ended June 30, 2014, the Company’s same-store revenue increased 4.5 percent as compared to the prior year. Same-store expenses increased 2.1 percent year-over-year resulting in a same-store NOI increase of 5.5 percent as compared to the prior year period in 2013. Year-over-year same-store physical occupancy increased by 50 basis points to 96.5 percent.

Summary of Same-Store Results YTD 2014 versus YTD 2013



Region	Revenue Growth	Expense Growth/ (Decline)	NOI Growth	% of Same-Store Portfolio⁽¹⁾	Same-Store Occupancy⁽²⁾	Number of Same-Store Homes⁽³⁾
West	6.2%	2.5%	7.7%	40.9%	96.0%	11,847
Mid-Atlantic	1.4%	3.3%	0.5%	25.3%	96.7%	8,986
Southeast	4.8%	(0.5)%	7.6%	16.3%	96.8%	8,467
Northeast	4.4%	(1.0)%	6.4%	10.0%	96.9%	1,879
Southwest	5.3%	5.2%	5.4%	7.5%	97.0%	3,998
Total	4.5%	2.1%	5.5%	100.0%	96.5%	35,177


(1)	Based on YTD 2014 NOI.


(2)	Average same-store occupancy for YTD 2014.

(3)

During the six months ended June 30, 2014, 35,177 apartment homes, or approximately 86 percent of 40,811 total consolidated apartment homes, were classified as same-store. The Company defines YTD SS Communities as those communities stabilized for two full consecutive calendar years. These communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior year, there is no plan to conduct substantial redevelopment activities, and the community is not held for disposition within the current year.

Development and Redevelopment Activity

At the end of the second quarter, the Company’s under construction and recently completed development pipeline totaled $1.1 billion and was expected to produce a weighted average spread between estimated stabilized construction yields and current market cap rates near the midpoint of the Company’s 150 to 200 basis point targeted range. The total pipeline was 72 percent funded. Of the remaining $671 million in development projects left to complete, $183 million is expected to be completed in 2014, $326 million in 2015 and the remainder in 2016.

During the second quarter, the Company completed the $78 million redevelopment of 748 homes at 27 Seventy Five Mesa Verde, a 964-home community located in Orange County, CA. Redevelopment work continued at View 34 (formerly known as Rivergate) in New York, NY where an additional 232 homes were completed during the quarter at an incremental aggregate cost of $6.7 million.

Transactional Activity

During the quarter, the Company disposed of two communities containing 677 homes in Tampa, FL for approximately $81 million. Subsequent to the end of the quarter, the Company sold a $50 million, 371-home community located in Orlando, FL. Combined, the three sales were transacted at a weighted average 5.6 percent cash flow cap rate, had an average monthly revenue per occupied home of $1,119 in the second quarter of 2014 and were 20 years old on average.

Joint Venture / Partnership Investment Activity

As previously announced, on April 21, 2014, the Company increased its ownership interest in the final six operating communities in the UDR / MetLife I Joint Venture from 12 percent to 50 percent. The six communities were contributed to the UDR / MetLife II Joint Venture. These condo-quality communities represent a mix of high-rise, mid-rise and garden style product, are primarily located in the Company’s coastal core markets, and had an aggregate market value of approximately $505 million based on a 4.8% cap rate on estimated 2014 NOI. Each of the communities was built between 2008 and 2010.

Debt attributable to the six operating communities totaled $284 million, carried an average interest rate of 4.8 percent and an average term of 7.4 years at the time of the transaction. Additional details relating to the transaction can be found in the Company’s first quarter earnings release on the Company’s website at www.udr.com.

Capital Markets

As previously announced, on June 17, 2014, the Company issued $300 million of 3.75 percent, 10-year senior unsecured notes under its existing shelf registration statement. The notes will mature on July 1, 2024 and have a yield to maturity of 3.79 percent. Net proceeds from the issuance were used to pay down indebtedness outstanding on the Company's credit facility. Additional details related to the senior unsecured notes can be found in the press release dated June 17, 2014 on the Company’s website at www.udr.com.

As of the end of the second quarter, the Company had no outstanding 2014 debt maturities that could not be extended at the Company’s option.

Subsequent to the end of the second quarter on July 16, 2014, the Company received proceeds totaling $36 million from the prepayment of a “B” note it held. This resulted in a net gain of approximately $8.4 million, or $0.03 of FFO per share, which will be recognized in the third quarter of 2014. The gain has a positive impact on the Company’s full-year 2014 FFO per share guidance but no effect on FFO as Adjusted or AFFO per share expectations.

Balance Sheet

At June 30, 2014, the Company had $650 million in availability through a combination of cash and undrawn capacity on its credit facility.

The Company’s total indebtedness at June 30, 2014 was $3.7 billion. The Company ended the quarter with fixed-rate debt representing 83 percent of its total debt, a total blended interest rate of 3.9 percent and a weighted average maturity of 4.7 years. The Company’s leverage was 40.5 percent versus 38.6 percent a year ago, net debt-to-EBITDA was 6.9x, flat versus a year ago and fixed charge coverage was 3.6x versus 3.1x a year ago.

Dividend

As previously announced, the Company’s Board of Directors declared a regular quarterly dividend on its common stock for the second quarter of 2014 in the amount of $0.26 per share. The dividend will be paid in cash on July 31, 2014 to UDR common stock shareholders of record as of July 10, 2014. The second quarter 2014 dividend will represent the 167^th consecutive quarterly dividend paid by the Company on its common stock.

On an annualized declared basis, the Company’s $1.04 per share 2014 dividend represents an 11 percent increase versus 2013.

Outlook

For the third quarter of 2014, the Company has established the following guidance ranges:



		Current
	FFO per share	$0.39 to $0.41
	FFO as Adjusted per share	$0.36 to $0.38
	AFFO per share	$0.31 to $0.33

For the full-year 2014, the Company has increased its earnings guidance ranges primarily as the result of better-than-expected operations. FFO per share guidance also benefited from the net gain associated with the recent prepayment of a “B” note held by the Company. Below are the full-year guidance ranges:



	Revised	Previous
FFO per share	$1.52 to $1.56	$1.47 to $1.53
FFO as Adjusted per share	$1.49 to $1.53	$1.47 to $1.53
AFFO per share	$1.32 to $1.36	$1.30 to $1.36

For the full-year 2014, the Company has increased its same-store growth guidance ranges and occupancy expectation. Below are the full-year guidance ranges:



	Revised	Previous
Revenue	3.75% to 4.25%	3.50% to 4.25%
Expense	1.75% to 2.25%	2.75% to 3.25%
Net operating income	4.50% to 5.50%	3.75% to 5.00%
Physical occupancy	96.5%	96.0%

Additional assumptions for the Company’s third quarter and full-year 2014 guidance can be found on Attachment 15 of the Company’s second quarter Supplemental Financial Information.

Supplemental Information

The Company offers Supplemental Financial Information that provides details on the financial position and operating results of the Company which is available on the Company's website at www.udr.com.

Conference Call and Webcast Information

UDR will host a webcast and conference call at 1:00 p.m. Eastern Time on July 29, 2014 to discuss second quarter results. The webcast will be available on UDR's website at www.udr.com. To listen to a live broadcast, access the site at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software.

To participate in the teleconference dial 888-481-2877 for domestic and 719-457-2648 for international and provide the following conference ID number: 2761211.

A replay of the conference call will be available through August 28, 2014, by dialing 888-203-1112 for domestic and 719-457-0820 for international and entering the confirmation number, 2761211, when prompted for the pass code.

A replay of the call will be available for 30 days on UDR's website at www.udr.com.

Full Text of the Earnings Report and Supplemental Data

Internet -- The full text of the earnings report and Supplemental Financial Information will be available on the Company’s website at www.udr.com.

Mail -- For those without Internet access, the second quarter 2014 earnings report and Supplemental Financial Information will be available by mail or fax, on request. To receive a copy, please call UDR Investor Relations at 720-348-7762.

Forward Looking Statements

Certain statements made in this press release may constitute “forward-looking statements.” Words such as “expects,” “intends,” “believes,” “anticipates,” “plans,” “likely,” “will,” “seeks,” “estimates” and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements, by their nature, involve estimates, projections, goals, forecasts and assumptions and are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in a forward-looking statement, due to a number of factors, which include, but are not limited to, unfavorable changes in the apartment market, changing economic conditions, the impact of inflation/deflation on rental rates and property operating expenses, expectations concerning availability of capital and the stabilization of the capital markets, the impact of competition and competitive pricing, acquisitions, developments and redevelopments not achieving anticipated results, delays in completing developments, redevelopments and lease-ups on schedule, expectations on job growth, home affordability and demand/supply ratio for multifamily housing, expectations concerning development and redevelopment activities, expectations on occupancy levels, expectations concerning the joint ventures with third parties, expectations that automation will help grow net operating income, expectations on annualized net operating income and other risk factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time, including the Company's Annual Report on Form 10-K and the Company's Quarterly Reports on Form 10-Q. Actual results may differ materially from those described in the forward-looking statements. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this press release, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, to reflect any change in the Company's expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required under the U.S. securities laws.

This press release and these forward-looking statements include UDR’s analysis and conclusions and reflect UDR’s judgment as of the date of these materials. UDR assumes no obligation to revise or update to reflect future events or circumstances.

About UDR, Inc.

UDR, Inc. (NYSE:UDR), an S&P 400 company, is a leading multifamily real estate investment trust with a demonstrated performance history of delivering superior and dependable returns by successfully managing, buying, selling, developing and redeveloping attractive real estate properties in targeted U.S. markets. As of June 30, 2014, UDR owned or had an ownership position in 51,923 apartment homes including 1,321 homes under development. For 42 years, UDR has delivered long-term value to shareholders, the best standard of service to residents and the highest quality experience for associates. Additional information can be found on the Company's website at www.udr.com.

Exhibit 99.2



Financial Highlights

UDR, Inc.
As of End of Second Quarter 2014 (1)
(Unaudited)

		Actual Results	Actual Results	Guidance as of June 30, 2014
Dollars in thousands, except per share		2Q 2014	YTD 2014	3Q 2014		Full-Year 2014
Per Share Metrics
FFO per common share, diluted		$0.39	$0.75	$0.39 to $0.41		$1.52 to $1.56
FFO as Adjusted per common share, diluted		$0.39	$0.74	$0.36 to $0.38		$1.49 to $1.53
Adjusted Funds from Operations ("AFFO") per common share, diluted		$0.34	$0.68	$0.31 to $0.33		$1.32 to $1.36
Weighted average diluted shares/units (M)		264.5	264.4	264.5		264.5
Dividend per share		$0.26	$0.52	$0.26		$1.04 (2)
Same-Store Operating Metrics
Revenue growth		4.4%	4.5%	--		3.75% to 4.25%
Expense growth		1.7%	2.1%	--		1.75% to 2.25%
NOI growth		5.5%	5.5%	--		4.50% to 5.50%
Physical Occupancy		96.8%	96.5%	--		96.5%

Property Metrics			Homes	Communities		% of Total NOI
Same-Store			35,685	130		75.1%
Stabilized, Non-Mature			1,305	3		5.0%
Redevelopment			1,703	2		5.2%
Development, completed (refer to Attachment 9)			1,155	4		1.9%
Non-Residential / Other			N/A	N/A		1.8%
Joint Venture (includes completed JV developments) (3)			9,791	35		11.0%
Sub-total, completed homes excluding held for disposition			49,639	174		100%
Held for Disposition			963	3		-
Total completed homes			50,602	177		-
Under Development			874	3		-
Joint Venture Development			447	1		-
Total expected homes (4)			51,923	181		100%

Balance Sheet Metrics (adjusted for non-recurring items)			Market Capitalization
	2Q 2014	2Q 2013		2Q 2014		% of Total
Interest Coverage Ratio	3.65x	3.16x	Total debt	$	3,747,794	33.1%
Fixed Charge Coverage Ratio	3.56x	3.09x	Common stock equivalents (5)	7,576,831		66.9%
Leverage Ratio	40.5%	38.6%	Total market capitalization	$11,324,625		100.0%
Net Debt-to-EBITDA	6.9x	6.9x

(1) See Attachment 16 for definitions and other terms.

(2) Annualized for 2014.

(3) Joint venture NOI is based on UDR's pro rata share. Homes and communities at 100%.

(4) Excludes 218 homes under development at Steele Creek, where we have a participating loan investment as described in Attachment 12.

(5) Based on a common share price of $28.63 at June 30, 2014.






Attachment 1

UDR, Inc.
Consolidated Statements of Operations (1)
(Unaudited)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
In thousands, except per share amounts	2014			2013			2014			2013
REVENUES:
Rental income (2)	$	200,959		$	186,285		$	395,311		$	368,246
Joint venture management and other fees	2,747			3,217			6,434			6,140
Total revenues	203,706			189,502			401,745			374,386
OPERATING EXPENSES:
Property operating and maintenance	36,840			36,153			73,560			70,974
Real estate taxes and insurance	23,716			22,916			49,147			46,208
Property management	5,527			5,123			10,872			10,127
Other operating expenses	2,162			1,800			4,088			3,436
Real estate depreciation and amortization	88,876			84,595			177,409			167,493
Acquisition costs	—			—			102			—
General and administrative	12,530			9,866			24,422			19,342
Casualty-related (recoveries)/charges, net	—			(2,772		)	500			(5,793		)
Other depreciation and amortization	1,193			1,138			2,273			2,284
Total operating expenses	170,844			158,819			342,373			314,071
Operating income	32,862			30,683			59,372			60,315
Income/(loss) from unconsolidated entities	(428		)	515			(3,993		)	(2,287		)
Interest expense	(31,499		)	(30,625		)	(64,383		)	(61,606		)
Other debt (charges)/benefits, net (3)	(192		)	(178		)	(192		)	(178		)
Total Interest expense	(31,691		)	(30,803		)	(64,575		)	(61,784		)
Interest and other income/(expense), net	1,426			1,446			2,841			2,462
Income/(loss) before income taxes and discontinued operations	2,169			1,841			(6,355		)	(1,294		)
Tax benefit/(provision), net	2,190			2,683			5,519			4,656
Income/(loss) from continuing operations	4,359			4,524			(836		)	3,362
Income/(loss) from discontinued operations, net of tax (4)	18			830			(69		)	1,683
Income/(loss) before gain/(loss) on sale of real estate owned	4,377			5,354			(905		)	5,045
Gain/(loss) on sale of real estate owned, net of tax (4)	26,709			—			51,003			—
Net income/(loss)	31,086			5,354			50,098			5,045
Net (income)/loss attributable to redeemable noncontrolling interests in the OP	(1,077		)	(159		)	(1,724		)	(114		)
Net (income)/loss attributable to noncontrolling interests	(2		)	(3		)	(6		)	(7		)
Net income/(loss) attributable to UDR, Inc.	30,007			5,192			48,368			4,924
Distributions to preferred stockholders - Series E (Convertible)	(931		)	(931		)	(1,862		)	(1,862		)
Net income/(loss) attributable to common stockholders	$	29,076		$	4,261		$	46,506		$	3,062

Income/(loss) per weighted average common share - basic:
Income/(loss) from continuing operations attributable to common stockholders	$	0.12		$	0.01		$	0.19		$	0.01
Income/(loss) from discontinued operations attributable to common stockholders	$	0.00		$	0.00		$	0.00		$	0.01
Net income/(loss) attributable to common stockholders	$	0.12		$	0.02		$	0.19		$	0.01
Income/(loss) per weighted average common share - diluted:
Income/(loss) from continuing operations attributable to common stockholders	$	0.12		$	0.01		$	0.18		$	0.01
Income/(loss) from discontinued operations attributable to common stockholders	$	0.00		$	0.00		$	0.00		$	0.01
Net income/(loss) attributable to common stockholders	$	0.12		$	0.02		$	0.18		$	0.01
Common distributions declared per share	$	0.260		$	0.235		$	0.520		$	0.470
Weighted average number of common shares outstanding - basic	250,255			249,985			250,216			249,951
Weighted average number of common shares outstanding - diluted	252,191			251,406			252,091			251,353

(1) See Attachment 16 for definitions and other terms.
(2) Three and six months ended June 30, 2013 are impacted by $1.1 million and $2.5 million of lost rent due to business interruption related to Hurricane Sandy, respectively.
(3) Includes prepayment penalties, write-off of deferred financing costs and unamortized discounts/premiums on early debt extinguishment.
(4) Effective January 1, 2014, UDR prospectively adopted Accounting Standards Update (“ASU”) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, for all communities not previously sold or classified as held for sale. ASU 2014-08 incorporates into the definition of a discontinued operation a requirement that a disposition represent a strategic shift in an entity’s operations, which resulted in UDR no longer classifying the sale of communities as a discontinued operation.






Attachment 2

UDR, Inc.
Funds From Operations (1)
(Unaudited)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
In thousands, except per share amounts	2014			2013			2014			2013
Net income/(loss) attributable to UDR, Inc.	$	30,007		$	5,192		$	48,368		$	4,924
Distributions to preferred stockholders	(931		)	(931		)	(1,862		)	(1,862		)
Real estate depreciation and amortization, including discontinued operations	88,876			85,131			177,409			168,573
Noncontrolling interests	1,079			162			1,730			121
Real estate depreciation and amortization on unconsolidated joint ventures	8,861			5,943			19,528			14,948
Net (gain)/loss on the sale of depreciable property, excluding TRS	(26,709		)	—			(49,883		)	—
Funds from operations ("FFO"), basic	$	101,183		$	95,497		$	195,290		$	186,704
Distributions to preferred stockholders - Series E (Convertible)	931			931			1,862			1,862
FFO, diluted	$	102,114		$	96,428		$	197,152		$	188,566
FFO per common share, basic	$	0.39		$	0.37		$	0.75		$	0.72
FFO per common share, diluted	$	0.39		$	0.37		$	0.75		$	0.71
Weighted average number of common shares and OP Units outstanding - basic	259,571			259,309			259,533			259,303
Weighted average number of common shares, OP Units, and common stock
equivalents outstanding - diluted	264,543			263,766			264,444			263,741
Impact of adjustments to FFO:
Acquisition-related costs (including joint ventures)	$	—		$	—		$	102		$	—
Joint venture financing and acquisition fees	—			(218		)	—			(218		)
Costs/(benefit) associated with debt extinguishment and tender offer	192			178			192			178
Gain on sale of land	—			—			(1,120		)	—
Casualty-related (recoveries)/charges, net (2)	—			(2,772		)	500			(5,606		)
	$	192		$	(2,812	)	$	(326	)	$	(5,646	)
FFO as Adjusted, diluted	$	102,306		$	93,616		$	196,826		$	182,920
FFO as Adjusted per common share, diluted	$	0.39		$	0.35		$	0.74		$	0.69
Recurring capital expenditures	(11,096		)	(12,224		)	(17,697		)	(18,986		)
AFFO	$	91,210		$	81,392		$	179,129		$	163,934
AFFO per common share, diluted	$	0.34		$	0.31		$	0.68		$	0.62

(1) See Attachment 16 for definitions and other terms.
(2) 2014 adjustment relates to estimated damages at our Rosebeach community in California as a result of the earthquake in March 2014. 2013 adjustment primarily represents the portion of Hurricane Sandy insurance recoveries in 2013 that relate to the $9.3 million in charges added back to FFO as Adjusted in 4Q 2012. The difference between the casualty-related recoveries reflected on the Consolidated Statements of Operations and the adjustment above represents the amount of 2013 business interruption recoveries during 2013. The business interruption insurance recoveries are offset by lost rental revenues from the business interruption in 2013.






Attachment 3

UDR, Inc.
Consolidated Balance Sheets
	June 30,			December 31,
In thousands, except share and per share amounts	2014			2013
ASSETS	(unaudited)			(audited)
Real estate owned:
Real estate held for investment	$	7,957,185		$	7,723,844
Less: accumulated depreciation	(2,290,008		)	(2,200,815		)
Real estate held for investment, net	5,667,177			5,523,029
Real estate under development
(net of accumulated depreciation of $0 and $1,411)	275,819			466,002
Real estate held for disposition
(net of accumulated depreciation of $49,816 and $6,568)	54,533			10,152
Total real estate owned, net of accumulated depreciation	5,997,529			5,999,183
Cash and cash equivalents	26,816			30,249
Restricted cash	23,334			22,796
Funds held in escrow from IRC Section 1031 exchanges	30,275			—
Deferred financing costs, net	25,545			26,924
Notes receivable, net	44,248			83,033
Investment in and advances to unconsolidated joint ventures, net	612,688			507,655
Other assets	171,970			137,882
Total assets	$	6,932,405		$	6,807,722
LIABILITIES AND EQUITY
Liabilities:
Secured debt	$	1,402,731		$	1,442,077
Unsecured debt	2,345,063			2,081,626
Real estate taxes payable	16,543			13,847
Accrued interest payable	29,160			32,279
Security deposits and prepaid rent	30,802			27,203
Distributions payable	68,556			61,907
Accounts payable, accrued expenses, and other liabilities	89,566			118,682
Total liabilities	3,982,421			3,777,621
Redeemable noncontrolling interests in the OP	266,589			217,597
Equity:
Preferred stock, no par value; 50,000,000 shares authorized
2,803,812 shares of 8.00% Series E Cumulative Convertible issued
and outstanding (2,803,812 shares at December 31, 2013)	46,571			46,571
Common stock, $0.01 par value; 350,000,000 shares authorized
251,492,420 shares issued and outstanding (250,749,665 shares at December 31, 2013)	2,515			2,507
Additional paid-in capital	4,114,566			4,109,765
Distributions in excess of net income	(1,478,814		)	(1,342,070		)
Accumulated other comprehensive income/(loss), net	(2,305		)	(5,125		)
Total stockholders' equity	2,682,533			2,811,648
Noncontrolling interests	862			856
Total equity	2,683,395			2,812,504
Total liabilities and equity	$	6,932,405		$	6,807,722






Attachment 4(A)

UDR, Inc.
Selected Financial Information (1)
(Unaudited)
						2Q 2014 Weighted		June 30,
Common Stock and Equivalents						Average		2014
Common shares						250,254,943		250,259,066
Restricted shares						1,202,687		1,233,354
Total common stock						251,457,630		251,492,420
Stock options and restricted stock equivalents						733,972		807,047
Operating partnership units						7,564,038		7,559,861
Preferred OP units						1,751,671		1,751,671
Convertible preferred Series E stock (2)						3,035,548		3,035,548
Total common stock and equivalents						264,542,859		264,646,547


Market Capitalization, In thousands						Balance		% of Total
Total debt						$	3,747,794	33.1	%
Common stock and equivalents at $28.63 at June 30, 2014						7,576,831		66.9	%
Total market capitalization						$	11,324,625	100.0	%


						Gross		% of
	Number of	2Q 2014 NOI (1)				Carrying Value		Total Gross
Asset Summary	Homes	($000s)		% of NOI		($000s)		Carrying Value
Unencumbered assets	27,385	$	97,282	69.3	%	$	6,078,869	72.9	%
Encumbered assets	13,426	43,110		30.7	%	2,258,484		27.1	%
	40,811	$	140,392	100.0	%	$	8,337,353	100.0	%

(1) See Attachment 16 for definitions and other terms.
(2) At June 30, 2014, a total of 2,803,812 shares of the Series E were outstanding, which is equivalent to 3,035,548 shares of common stock if converted (after adjusting for the special dividend paid in 2008).






Attachment 4(B)

UDR, Inc.
Selected Financial Information
(Unaudited)
												Weighted		Weighted
												Average		Average Years
Debt Structure, In thousands						Balance			% of Total			Interest Rate		to Maturity
Secured	Fixed					$	1,065,285	(1)	28.4		%	5.2	%	3.5
	Floating					337,446		(2)	9.0		%	1.5	%	6.4
	Combined					1,402,731			37.4		%	4.3	%	4.2

Unsecured	Fixed					2,033,563		(3)	54.3		%	4.1	%	5.3
	Floating					311,500			8.3		%	1.1	%	3.5
	Combined					2,345,063			62.6		%	3.7	%	5.1

Total Debt	Fixed					3,098,848			82.7		%	4.5	%	4.7
	Floating					648,946			17.3		%	1.3	%	5.0
	Combined					$	3,747,794		100.0		%	3.9	%	4.7


Debt Maturities, In thousands
				Unsecured		Revolving								Weighted Average
	Secured Debt			Debt		Credit Facility			Balance			% of Total		Interest Rate
2014	$	34,903	(4)	$	—	$	—		$	34,903		0.9	%	5.6	%
2015	193,439			325,105		—			518,544			13.8	%	5.5	%
2016	163,320		(5)	83,260		—			246,580			6.6	%	4.7	%
2017	252,149			—		276,500		(6)	528,649			14.1	%	2.6	%
2018	224,787			648,320		—			873,107			23.3	%	3.3	%
2019	320,724			—		—			320,724			8.6	%	4.4	%
2020	90,000			299,950		—			389,950			10.4	%	3.8	%
2021	—			—		—			—			—		—
2022	—			397,298		—			397,298			10.6	%	4.7	%
2023	96,409			—		—			96,409			2.6	%	2.1	%
Thereafter	27,000			314,630		—			341,630			9.1	%	3.8	%
	$	1,402,731		$	2,068,563	$	276,500		$	3,747,794		100.0	%	3.9	%


Debt Maturities With Extensions, In thousands
				Unsecured		Revolving								Weighted Average
	Secured Debt			Debt		Credit Facility			Balance			% of Total		Interest Rate
2014	$	—		$	—	$	—		$	—		—		—
2015	228,341			325,105		—			553,446			14.8	%	5.5	%
2016	61,517			83,260		—			144,777			3.9	%	4.5	%
2017	353,953			—		—			353,953			9.4	%	4.5	%
2018	224,787			648,320		276,500		(6)	1,149,607			30.6	%	2.7	%
2019	320,724			—		—			320,724			8.6	%	4.4	%
2020	90,000			299,950		—			389,950			10.4	%	3.8	%
2021	—			—		—			—			—		—
2022	—			397,298		—			397,298			10.6	%	4.7	%
2023	96,409			—		—			96,409			2.6	%	2.1	%
Thereafter	27,000			314,630		—			341,630			9.1	%	3.8	%
	$	1,402,731		$	2,068,563	$	276,500		$	3,747,794		100.0	%	3.9	%

(1) Includes $104.8 million of floating rate debt that has been fixed using interest rate swaps at a weighted average rate of 3.8%.
(2) Includes $184.7 million of debt with a weighted average interest cap of 8.2%.
(3) Includes $315.0 million of floating rate debt that has been fixed using interest rate swaps at a weighted average rate of 2.1%.
(4) Includes $34.9 million of permanent financing with a one year extension at UDR's option.
(5) Includes $101.8 million of permanent financing with a one year extension at UDR's option.
(6) UDR's $900 million line of credit has a maturity date of December 2017, plus a six-month extension option and contains an accordion feature that allows UDR to increase the facility up to $1.45 billion assuming lender participation. The credit facility carries an interest rate equal to LIBOR plus a spread of 110 basis points and a facility fee of 20 basis points.

Attachment 4(C)

UDR, Inc.

Selected Financial Information (1)

(Unaudited)

Quarter Ended

Coverage Ratios

June 30, 2014

Net income/(loss) attributable to UDR, Inc.

30,007

Adjustments (includes continuing and discontinued operations):

Interest expense

31,691

Real estate depreciation and amortization

88,876

Real estate depreciation and amortization on unconsolidated joint ventures

8,861

Other depreciation and amortization

1,193

Noncontrolling interests

1,079

Income tax expense/(benefit)

(2,230

)

EBITDA

159,477

Gain/(loss) on sale of real estate owned, net of tax

(26,709

)

EBITDA - adjusted for non-recurring items

132,768

Annualized EBITDA - adjusted for non-recurring items

531,072

Interest expense

31,691

Capitalized interest expense

4,915

Total interest

36,606

Preferred dividends

931

Total debt

3,747,794

Cash

26,816

Cash held by qualified intermediary related to completed 1031 exchange (2)

49,217

Net debt

3,671,761

Interest Coverage Ratio

4.36

Fixed Charge Coverage Ratio

4.25

Interest Coverage Ratio - adjusted for non-recurring items

3.65

Fixed Charge Coverage Ratio - adjusted for non-recurring items

3.56

Net Debt-to-EBITDA, adjusted for non-recurring items

6.9

Debt Covenant Overview

Unsecured Line of Credit Covenants (3)

Required

Actual

Compliance

Maximum Leverage Ratio

≤60.0%

41.6%

Yes

Minimum Fixed Charge Coverage Ratio

≥1.5

2.8

Yes

Maximum Secured Debt Ratio

≤40.0%

19.7%

Yes

Minimum Unencumbered Pool Leverage Ratio

≥150.0%

287.4%

Yes

Senior Unsecured Note Covenants (4)

Required

Actual

Compliance

Debt as a percentage of Total Assets

≤60.0%

40.5%

Yes

Consolidated Income Available for Debt Service to Annual Service Charge

≥1.5

3.3

Yes

Secured Debt as a percentage of Total Assets

≤40.0%

15.1%

Yes

Total Unencumbered Assets to Unsecured Debt

≥150.0%

271.2%

Yes

Securities Ratings

Debt

Preferred

Outlook

Moody's Investors Service

Baa2

Baa3

Positive

Standard & Poor's

BBB

BB+

Stable

(1) See Attachment 16 for definitions and other terms.

(2) Cash held by qualified intermediary relates to UDR's proceeds from the sale of a community on June 30, 2014 that was remitted to UDR on July 1, 2014. The amount is classified as a receivable within Other Assets on the Consolidated Balance Sheet as of June 30, 2014.

(3) As defined in our credit agreement dated October 25, 2011 as amended June 6, 2013.

(4) As defined in our indenture dated November 1, 1995 as amended, supplemented or modified from time to time.






Attachment 5

UDR, Inc.
Operating Information (1)
(Unaudited)

	Total	Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended			Quarter Ended
Dollars in thousands	Homes	June 30, 2014			March 31, 2014			December 31, 2013			September 30, 2013			June 30, 2013
Revenues
Same-Store Communities	35,685	$	164,472		$	161,522		$	160,426		$	159,703		$	157,566
Stabilized, Non-Mature Communities	1,305	8,802			8,392			7,780			6,683			4,840
Acquired Communities	—	—			—			—			—			—
Redevelopment Communities	1,703	13,063			12,482			12,362			11,705			10,652
Development Communities	1,155	5,326			3,065			351			11			—
Non-Residential / Other (2)(3)	—	4,358			3,865			3,398			3,761			7,204
Total	39,848	$	196,021		$	189,326		$	184,317		$	181,863		$	180,262
Expenses
Same-Store Communities		$	48,637		$	48,803		$	47,498		$	49,687		$	47,805
Stabilized, Non-Mature Communities		1,101			2,482			2,493			2,089			1,763
Acquired Communities		—			—			—			—			—
Redevelopment Communities		5,010			4,909			4,921			4,594			4,512
Development Communities		2,394			2,020			821			179			14
Non-Residential / Other (2)(3)		1,646			2,211			2,449			2,053			2,930
Total		$	58,788		$	60,425		$	58,182		$	58,602		$	57,024
Net Operating Income
Same-Store Communities		$	115,835		$	112,719		$	112,928		$	110,016		$	109,761
Stabilized, Non-Mature Communities		7,701			5,910			5,287			4,594			3,077
Acquired Communities		—			—			—			—			—
Redevelopment Communities		8,053			7,573			7,441			7,111			6,140
Development Communities		2,932			1,045			(470		)	(168		)	(14		)
Non-Residential / Other (2)(3)		2,712			1,654			949			1,708			4,274
Total		$	137,233		$	128,901		$	126,135		$	123,261		$	123,238
Operating Margin
Same-Store Communities		70.4		%	69.8		%	70.4		%	68.9		%	69.7		%
Average Physical Occupancy
Same-Store Communities		96.8		%	96.2		%	96.3		%	96.2		%	96.2		%
Stabilized, Non-Mature Communities		95.5		%	93.7		%	85.8		%	74.3		%	57.1		%
Acquired Communities		—			—			—			—			—
Redevelopment Communities		86.3		%	81.9		%	79.4		%	78.8		%	82.3		%
Development Communities		59.5		%	43.9		%	38.8		%	—			—
Other (4)		91.5		%	95.5		%	94.7		%	95.3		%	94.0		%
Total		94.3		%	94.1		%	94.9		%	95.0		%	94.6		%
Return on Invested Capital
Same-Store Communities		7.5		%	7.4		%	7.2		%	7.2		%	7.1		%
Sold and Held for Disposition Communities (5)	963
Revenue		$	4,938		$	5,026		$	6,004		$	6,054		$	6,023
Expenses		1,768			1,726			1,955			2,163			2,045
Net Operating Income/(loss)		$	3,170		$	3,300		$	4,049		$	3,891		$	3,978
Total	40,811	$	140,403		$	132,201		$	130,184		$	127,152		$	127,216
Discontinued Operations (5)
Revenues		$	78		$	48		$	2,021		$	2,462		$	2,328
Expenses		89			125			777			971			891
Net Operating Income/(loss)		$	(11	)	$	(77	)	$	1,244		$	1,491		$	1,437

(1) See Attachment 16 for definition and other terms.
(2) Includes Vitruvian Park^® operating results. The assets were contributed to the Vitruvian Park^® partnership in June 2013.
(3) Primarily non-residential revenue and expense, straight-line adjustment for concessions and the Vitruvian Park^® operations as noted in footnote 2 above.
(4) Includes occupancy of Vitruvian Park^®, Sold and Held for Disposition Communities and Discontinued Operations.
(5) Effective January 1, 2014, UDR prospectively adopted Accounting Standards Update (“ASU”) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, for all communities not previously sold or classified as held for sale. ASU 2014-08 incorporates into the definition of a discontinued operation a requirement that a disposition represent a strategic shift in an entity’s operations, which resulted in UDR no longer classifying the sale of communities as a discontinued operation.






Attachment 6

UDR, Inc.
Same-Store Operating Expense Information
(Dollars in Thousands)
(Unaudited)

	% of 2Q 2014
	SS Operating
Year-Over-Year Comparison	Expenses		2Q 2014		2Q 2013		% Change
Real estate taxes	33.8	%	$	16,495	$	16,088	2.5	%
Personnel	25.1	%	12,187		12,090		0.8	%
Utilities	15.2	%	7,381		7,642		-3.4	%
Repair and maintenance	14.7	%	7,144		7,130		0.2	%
Administrative and marketing	6.5	%	3,156		2,956		6.8	%
Insurance	4.7	%	2,274		1,899		19.7	%
Same-Store operating expenses	100.0	%	$	48,637	$	47,805	1.7	%
Same-Store Homes	35,685


	% of 1Q 2014
	SS Operating
Sequential Comparison	Expenses		2Q 2014		1Q 2014		% Change
Real estate taxes	33.8	%	$	16,495	$	16,615	-0.7	%
Personnel	25.1	%	12,187		11,567		5.4	%
Utilities	15.2	%	7,381		8,588		-14.1	%
Repair and maintenance	14.7	%	7,144		6,676		7.0	%
Administrative and marketing	6.5	%	3,156		3,019		4.5	%
Insurance	4.7	%	2,274		2,338		-2.7	%
Same-Store operating expenses	100.0	%	$	48,637	$	48,803	-0.3	%

Same-Store Homes	35,685


	% of YTD 2014
	SS Operating
Year-to-Date Comparison	Expenses		YTD 2014		YTD 2013		% Change
Real estate taxes	34.8	%	$	33,108	$	32,198	2.8	%
Personnel	24.0	%	22,806		23,045		-1.0	%
Utilities	15.9	%	15,121		14,690		2.9	%
Repair and maintenance	14.2	%	13,562		13,610		-0.4	%
Administrative and marketing	6.3	%	6,030		5,787		4.2	%
Insurance	4.8	%	4,540		3,834		18.4	%
Same-Store operating expenses	100.0	%	$	95,167	$	93,164	2.1	%
Same-Store Homes	35,177






Attachment 7(A)

UDR, Inc.
Apartment Home Breakout (1)
Portfolio Overview as of Quarter Ended
June 30, 2014
(Unaudited)

		Non-Mature Homes			Unconsolidated
	Total			Total	Joint Venture	Total
	Same-Store		Non-	Consolidated	Operating	Homes
	Homes	Stabilized (2)	Stabil. / Other (3)	Homes	Homes (4)	(incl. JV) (4)
West Region
San Francisco, CA	2,436	—	315	2,751	—	2,751
Orange County, CA	3,290	467	1,284	5,041	—	5,041
Seattle, WA	2,165	—	—	2,165	555	2,720
Monterey Peninsula, CA	1,565	—	—	1,565	—	1,565
Los Angeles, CA	800	583	—	1,383	151	1,534
Other Southern CA	875	—	264	1,139	307	1,446
Portland, OR	716	—	—	716	—	716
	11,847	1,050	1,863	14,760	1,013	15,773
Mid-Atlantic Region
Metropolitan DC	4,313	255	256	4,824	874	5,698
Baltimore, MD	2,301	—	—	2,301	379	2,680
Richmond, VA	1,358	—	—	1,358	—	1,358
Norfolk, VA	846	—	592	1,438	—	1,438
Other Mid-Atlantic	168	—	—	168	—	168
	8,986	255	848	10,089	1,253	11,342
Southeast Region
Tampa, FL	2,775	—	—	2,775	—	2,775
Orlando, FL	2,796	—	371	3,167	—	3,167
Nashville, TN	2,260	—	—	2,260	—	2,260
Other Florida	636	—	—	636	—	636
	8,467	—	371	8,838	—	8,838
Northeast Region
New York, NY	1,208	—	739	1,947	710	2,657
Boston, MA	1,179	—	—	1,179	1,302	2,481
Philadelphia, PA	—	—	—	—	290	290
	2,387	—	739	3,126	2,302	5,428
Southwest Region
Dallas, TX	2,725	—	—	2,725	3,557	6,282
Austin, TX	1,273	—	—	1,273	259	1,532
Other Southwest	—	—	—	—	1,407	1,407
	3,998	—	—	3,998	5,223	9,221
Totals	35,685	1,305	3,821	40,811	9,791	50,602
Communities	130	3	9	142	35	177
Total Homes (incl. joint ventures) (4)			50,602
Homes in Development, Excluding Completed Homes (5)
Current Pipeline Wholly-Owned			874
Current Pipeline Joint Venture (6)			447
Total expected homes (including development)			51,923

(1) See Attachment 16 for definitions and other terms.
(2) Represents homes included in Stabilized, Non-Mature category on Attachment 5.
(3) Represents homes included in Acquired, Development, Redevelopment, Non-Residential/Other, Sold, and Held for Disposition categories on Attachment 5. Excludes development communities not yet completed.
(4) Represents joint venture homes at 100 percent. See Attachment 12 for UDR's joint venture and partnership ownership interests.
(5) See Attachment 9 for detail of our development communities.
(6) Represents joint venture homes at 100 percent. See Attachment 9 for UDR's development joint venture and partnership ownership interests.

Attachment 7(B)

UDR, Inc.

Non-Mature Home Summary (1)

Portfolio Overview as of Quarter Ended

June 30, 2014

(Unaudited)

Non-Mature Home Breakout - By Region (includes development homes that have been completed)

# of

Same-Store

# of

Same-Store

Community

Category

Homes

Date (3)

Community

Category

Homes

Date (3)

West Region

Mid-Atlantic Region

Orange County, CA

Metropolitan D.C.

27 Seventy Five Mesa Verde

Redevelopment

964

3Q15

Capitol View on 14th

Stabilized, Non-Mature

255

1Q15

The Residences at Bella Terra

Stabilized, Non-Mature

467

1Q15

Domain College Park

Development

256

1Q16

Los Alisos

Development

320

1Q16

Northeast Region

Los Angeles, CA

New York, NY

The Westerly on Lincoln

Stabilized, Non-Mature

583

3Q14

View 34 (2)

Redevelopment

739

4Q15

San Francisco, CA

Channel @ Mission Bay

Development

315

3Q15

San Diego, CA

13th & Market

Development

264

1Q16

Total

4,163

Non-Mature Home Breakout - By Date (quarter indicates date of Same-Store inclusion)

# of

Date & Community

Category

Homes

Date & Community

Category

Homes

3Q14

4Q15

The Westerly on Lincoln

Stabilized, Non-Mature

583

View 34 (2)

Redevelopment

739

1Q15

1Q16

Capitol View on 14th

Stabilized, Non-Mature

255

Los Alisos

Development

320

The Residences at Bella Terra

Stabilized, Non-Mature

467

13th & Market

Development

264

Domain College Park

Development

256

3Q15

27 Seventy Five Mesa Verde

Redevelopment

964

Channel @ Mission Bay

Development

315

Total

4,163

Non-Mature Home Sequential Change For the Most Recent Quarter

Category

# of Homes

Community

City

From

in 2Q 2014

View 34 (2)

New York, NY

Redevelopment

95 Wall

New York, NY

Stabilized, Non-Mature

Mature

(508

)

Net Change

(475

)

Number of Non-Mature Homes

June 30, 2014

March 31, 2014

Change

Stabilized, Non-Mature

1,305

1,813

(508

)

Redevelopment

1,703

1,670

Development

1,155

—

Total Non-Mature

4,163

4,638

(475

)

(1) See Attachment 16 for definitions and other terms.

(2) Formerly known as Rivergate. By reconfiguring several of the larger units, the redevelopment created 33 additional homes in Q2 2014.

(3) Estimated Same-Store quarter represents the quarter UDR anticipates contributing the community to the QTD Same-Store pool.






Attachment 7(C)

UDR, Inc.
Total Revenue Per Occupied Home Summary (1)
Portfolio Overview as of Quarter Ended
June 30, 2014
(Unaudited)

			Non-Mature Homes						Unconsolidated
	Total						Total		Joint Venture		Total
	Same-Store				Non-		Consolidated		Operating		Homes
	Homes		Stabilized (2)		Stabilized (3) (4)		Homes		Homes (5)		(incl. pro rata JV) (5)
West Region
San Francisco, CA	$	2,769	$	—	$	4,116	$	2,884	$	—	$	2,884
Orange County, CA	1,740		2,264		1,963		1,840		—		1,840
Seattle, WA	1,585		—		—		1,585		3,240		1,767
Monterey Peninsula, CA	1,195		—		—		1,195		—		1,195
Los Angeles, CA	2,252		2,238		—		2,246		3,743		2,323
Other Southern CA	1,544		—		2,180		1,626		3,241		1,838
Portland, OR	1,176		—		—		1,176		—		1,176
Mid-Atlantic Region
Metropolitan DC	1,826		2,802		1,772		1,874		2,717		1,925
Baltimore, MD	1,462		—		—		1,462		1,786		1,486
Richmond, VA	1,221		—		—		1,221		—		1,221
Norfolk, VA	1,051		—		946		1,008		—		1,008
Other Mid-Atlantic	1,017		—		—		1,017		—		1,017
Southeast Region
Tampa, FL	1,121		—		—		1,121		—		1,121
Orlando, FL	1,034		—		1,295		1,061		—		1,061
Nashville, TN	1,052		—		—		1,052		—		1,052
Other Florida	1,352		—		—		1,352		—		1,352
Northeast Region
New York, NY	3,624		—		4,168		3,819		4,514		3,927
Boston, MA	2,203		—		—		2,203		2,261		2,223
Philadelphia, PA	—		—		—		—		3,081		3,081
Southwest Region
Dallas, TX	1,122		—		—		1,122		1,479		1,221
Austin, TX	1,264		—		—		1,264		4,191		1,529
Other Southwest	—		—		—		—		1,564		1,564
Weighted Average	$	1,586	$	2,354	$	2,328	$	1,669	$	2,439	$	1,733

(1) See Attachment 16 for definitions and other terms.
(2) Represents homes included in Stabilized, Non-Mature category on Attachment 5.
(3) Represents homes included in Acquired, Development, Redevelopment, Non-Residential/Other and Sold and Held for Disposition communities categories on Attachment 5.
(4) Development revenue per occupied home can be affected by the timing of home deliveries during a quarter and the effects of upfront rental rate concessions on cash-based calculations.
(5) Represents joint ventures at UDR's pro-rata ownership interests. See Attachment 12 for UDR's joint venture and partnership ownership interests.

Attachment 7(D)

UDR, Inc.

Net Operating Income Breakout By Market (1)

June 30, 2014

(Dollars in Thousands)

(Unaudited)



	Three Months Ended June 30, 2014
								Pro-Rata
		Same-Store			Non Same-Store (2)			Share of JVs (3)		Total
Net Operating Income		$	115,835		$	21,398		$	17,073	$	154,306


		Three Months Ended June 30, 2014								Three Months Ended June 30, 2014
		As a % of NOI								As a % of NOI
Region		Same-Store			Total			Region		Same-Store			Total
West Region								Southeast Region
San Francisco, CA		13.0		%	11.1		%	Tampa, FL		5.0		%		3.8	%
Orange County, CA		10.2		%	12.3		%	Orlando, FL		4.9		%		3.7	%
Seattle, WA		6.1		%	6.3		%	Nashville, TN		4.2		%		3.1	%
Monterey Peninsula, CA		3.3		%	2.5		%	Other Florida		1.4		%		1.0	%
Los Angeles, CA		3.0		%	4.2		%			15.5		%		11.6	%
Other Southern CA		2.4		%	2.6		%	Northeast Region
Portland, OR		1.5		%	1.1		%	New York, NY		8.5		%		12.3	%
		39.5		%	40.1		%	Boston, MA		4.8		%		5.5	%
								Philadelphia, PA		0.0		%		0.8	%
Mid-Atlantic Region										13.3		%		18.6	%
Metropolitan DC		13.6		%	12.9		%	Southwest Region
Baltimore, MD		6.0		%	4.9		%	Dallas, TX		4.8		%		5.4	%
Richmond, VA		3.1		%	2.3		%	Austin, TX		2.4		%		2.3	%
Norfolk, VA		1.5		%	1.1		%	Other Southwest		0.0		%		0.6	%
Other Mid-Atlantic		0.3		%	0.2		%			7.2		%		8.3	%
		24.5		%	21.4		%
								Total		100.0		%		100.0	%

(1) See Attachment 16 for definitions and other terms.
(2) Excludes results from Sold, Held for Disposition Communities and Discontinued Operations.
(3) Includes UDR's pro rata share of joint venture and partnership NOI.






Attachment 8(A)

UDR, Inc.
Same-Store Operating Information By Major Market (1)
Current Quarter vs. Prior Year Quarter
June 30, 2014
(Unaudited)

		% of Same-
	Total	Store Portfolio		Same-Store
	Same-Store	Based on		Physical Occupancy						Total Revenue per Occupied Home
	Homes	2Q 2014 NOI		2Q 14		2Q 13		Change		2Q 14		2Q 13		Change
West Region
San Francisco, CA	2,436	13.0	%	97.4	%	97.1	%	0.3	%	$	2,769	$	2,582	7.2	%
Orange County, CA	3,290	10.2	%	95.0	%	94.8	%	0.2	%	1,740		1,680		3.6	%
Seattle, WA	2,165	6.1	%	97.3	%	96.4	%	0.9	%	1,585		1,490		6.4	%
Monterey Peninsula, CA	1,565	3.3	%	97.4	%	94.6	%	2.8	%	1,195		1,170		2.1	%
Los Angeles, CA	800	3.0	%	95.0	%	95.6	%	-0.6	%	2,252		2,184		3.1	%
Other Southern CA	875	2.4	%	96.6	%	94.9	%	1.7	%	1,544		1,478		4.5	%
Portland, OR	716	1.5	%	97.7	%	97.4	%	0.3	%	1,176		1,093		7.6	%
	11,847	39.5	%	96.5	%	95.7	%	0.8	%	1,838		1,750		5.1	%
Mid-Atlantic Region
Metropolitan DC	4,313	13.6	%	97.4	%	97.2	%	0.2	%	1,826		1,809		0.9	%
Baltimore, MD	2,301	6.0	%	97.2	%	96.3	%	0.9	%	1,462		1,445		1.2	%
Richmond, VA	1,358	3.1	%	96.5	%	96.5	%	0.0	%	1,221		1,189		2.7	%
Norfolk, VA	846	1.5	%	95.3	%	94.0	%	1.3	%	1,051		1,047		0.4	%
Other Mid-Atlantic	168	0.3	%	97.0	%	96.9	%	0.1	%	1,017		1,012		0.5	%
	8,986	24.5	%	97.0	%	96.6	%	0.4	%	1,555		1,537		1.2	%
Southeast Region
Tampa, FL	2,775	5.0	%	96.6	%	96.0	%	0.6	%	1,121		1,092		2.7	%
Orlando, FL	2,796	4.9	%	96.9	%	96.2	%	0.7	%	1,034		989		4.6	%
Nashville, TN	2,260	4.2	%	97.6	%	97.1	%	0.5	%	1,052		999		5.3	%
Other Florida	636	1.4	%	96.2	%	95.2	%	1.0	%	1,352		1,303		3.8	%
	8,467	15.5	%	96.9	%	96.3	%	0.6	%	1,091		1,049		4.0	%
Northeast Region
New York, NY	1,208	8.5	%	97.1	%	96.5	%	0.6	%	3,624		3,471		4.4	%
Boston, MA	1,179	4.8	%	96.8	%	97.0	%	-0.2	%	2,203		2,117		4.1	%
	2,387	13.3	%	96.9	%	96.8	%	0.1	%	2,923		2,800		4.4	%
Southwest Region
Dallas, TX	2,725	4.8	%	97.6	%	96.4	%	1.2	%	1,122		1,084		3.5	%
Austin, TX	1,273	2.4	%	96.7	%	96.7	%	0.0	%	1,264		1,193		6.0	%
	3,998	7.2	%	97.3	%	96.5	%	0.8	%	1,167		1,118		4.4	%

Total/Weighted Avg.	35,685	100.0	%	96.8	%	96.2	%	0.6	%	$	1,586	$	1,529	3.8	%

(1) See Attachment 16 for definitions and other terms.






Attachment 8(B)

UDR, Inc.
Same-Store Operating Information By Major Market (1)
Current Quarter vs. Prior Year Quarter
June 30, 2014
(Unaudited)

	Total	Same-Store ($000s)

	Same-Store	Revenues						Expenses						Net Operating Income
	Homes	2Q 14		2Q 13		Change		2Q 14		2Q 13		Change		2Q 14		2Q 13		Change
West Region
San Francisco, CA	2,436	$	19,712	$	18,322	7.6	%	$	4,640	4,577		1.4	%	$	15,072	$	13,745	9.7	%
Orange County, CA	3,290	16,317		15,717		3.8	%	4,474		4,448		0.6	%	11,843		11,269		5.1	%
Seattle, WA	2,165	10,019		9,332		7.4	%	2,985		2,941		1.5	%	7,034		6,391		10.1	%
Monterey Peninsula, CA	1,565	5,464		5,197		5.1	%	1,605		1,575		1.9	%	3,859		3,622		6.5	%
Los Angeles, CA	800	5,134		5,011		2.5	%	1,658		1,451		14.3	%	3,476		3,560		-2.4	%
Other Southern CA	875	3,915		3,684		6.3	%	1,170		1,148		1.9	%	2,745		2,536		8.2	%
Portland, OR	716	2,467		2,286		7.9	%	751		763		-1.6	%	1,716		1,523		12.7	%
	11,847	63,028		59,549		5.8	%	17,283		16,903		2.2	%	45,745		42,646		7.3	%
Mid-Atlantic Region
Metropolitan DC	4,313	23,009		22,746		1.2	%	7,272		7,079		2.7	%	15,737		15,667		0.4	%
Baltimore, MD	2,301	9,807		9,605		2.1	%	2,811		2,785		0.9	%	6,996		6,820		2.6	%
Richmond, VA	1,358	4,800		4,673		2.7	%	1,162		1,158		0.3	%	3,638		3,515		3.5	%
Norfolk, VA	846	2,543		2,498		1.8	%	837		826		1.3	%	1,706		1,672		2.0	%
Other Mid-Atlantic	168	497		494		0.6	%	183		164		11.6	%	314		330		-4.8	%
	8,986	40,656		40,016		1.6	%	12,265		12,012		2.1	%	28,391		28,004		1.4	%
Southeast Region
Tampa, FL	2,775	9,017		8,728		3.3	%	3,170		3,218		-1.5	%	5,847		5,510		6.1	%
Orlando, FL	2,796	8,408		7,980		5.4	%	2,703		2,767		-2.3	%	5,705		5,213		9.4	%
Nashville, TN	2,260	6,964		6,580		5.8	%	2,144		2,090		2.6	%	4,820		4,490		7.3	%
Other Florida	636	2,482		2,366		4.9	%	877		895		-2.0	%	1,605		1,471		9.1	%
	8,467	26,871		25,654		4.7	%	8,894		8,970		-0.8	%	17,977		16,684		7.7	%
Northeast Region
New York, NY	1,208	12,753		12,137		5.1	%	2,851		2,955		-3.5	%	9,902		9,182		7.8	%
Boston, MA	1,179	7,541		7,264		3.8	%	1,984		2,087		-4.9	%	5,557		5,177		7.3	%
	2,387	20,294		19,401		4.6	%	4,835		5,042		-4.1	%	15,459		14,359		7.7	%
Southwest Region
Dallas, TX	2,725	8,954		8,540		4.8	%	3,393		3,207		5.8	%	5,561		5,333		4.3	%
Austin, TX	1,273	4,669		4,406		6.0	%	1,967		1,671		17.7	%	2,702		2,735		-1.2	%
	3,998	13,623		12,946		5.2	%	5,360		4,878		9.9	%	8,263		8,068		2.4	%

Totals	35,685	$	164,472	$	157,566	4.4	%	$	48,637	$	47,805	1.7	%	$	115,835	$	109,761	5.5	%

(1) See Attachment 16 for definitions and other terms.






Attachment 8(C)

UDR, Inc.
Same-Store Operating Information By Major Market (1)
Current Quarter vs. Last Quarter
June 30, 2014
(Unaudited)

	Total	Same-Store
	Same-Store	Physical Occupancy						Total Revenue per Occupied Home
	Homes	2Q 14		1Q 14		Change		2Q 14		1Q 14		Change
West Region
San Francisco, CA	2,436	97.4	%	96.7	%	0.7	%	$	2,769	$	2,709	2.2	%
Orange County, CA	3,290	95.0	%	94.8	%	0.2	%	1,740		1,732		0.5	%
Seattle, WA	2,165	97.3	%	96.9	%	0.4	%	1,585		1,547		2.5	%
Monterey Peninsula, CA	1,565	97.4	%	91.6	%	5.8	%	1,195		1,181		1.2	%
Los Angeles, CA	800	95.0	%	95.7	%	-0.7	%	2,252		2,238		0.6	%
Other Southern CA	875	96.6	%	95.1	%	1.5	%	1,544		1,517		1.8	%
Portland, OR	716	97.7	%	97.7	%	0.0	%	1,176		1,163		1.1	%
	11,847	96.5	%	95.4	%	1.1	%	1,838		1,815		1.3	%
Mid-Atlantic Region
Metropolitan DC	4,313	97.4	%	96.9	%	0.5	%	1,826		1,818		0.4	%
Baltimore, MD	2,301	97.2	%	96.5	%	0.7	%	1,462		1,458		0.3	%
Richmond, VA	1,358	96.5	%	96.8	%	-0.3	%	1,221		1,204		1.4	%
Norfolk, VA	846	95.3	%	94.4	%	0.9	%	1,051		1,034		1.6	%
Other Mid-Atlantic	168	97.0	%	97.0	%	0.0	%	1,017		990		2.7	%
	8,986	97.0	%	96.4	%	0.6	%	1,555		1,548		0.4	%
Southeast Region
Tampa, FL	2,775	96.6	%	96.5	%	0.1	%	1,121		1,108		1.2	%
Orlando, FL	2,796	96.9	%	96.7	%	0.2	%	1,034		1,023		1.1	%
Nashville, TN	2,260	97.6	%	97.1	%	0.5	%	1,052		1,037		1.4	%
Other Florida	636	96.2	%	96.6	%	-0.4	%	1,352		1,342		0.7	%
	8,467	96.9	%	96.7	%	0.2	%	1,091		1,079		1.1	%
Northeast Region
New York, NY	1,208	97.1	%	97.3	%	-0.2	%	3,624		3,533		2.6	%
Boston, MA	1,179	96.8	%	95.9	%	0.9	%	2,203		2,165		1.8	%
	2,387	96.9	%	96.7	%	0.2	%	2,923		2,861		2.2	%
Southwest Region
Dallas, TX	2,725	97.6	%	96.6	%	1.0	%	1,122		1,119		0.3	%
Austin, TX	1,273	96.7	%	96.7	%	0.0	%	1,264		1,254		0.8	%
	3,998	97.3	%	96.6	%	0.7	%	1,167		1,162		0.4	%

Total/Weighted Avg.	35,685	96.8	%	96.2	%	0.6	%	$	1,586	$	1,568	1.2	%

(1) See Attachment 16 for definitions and other terms.






Attachment 8(D)

UDR, Inc.
Same-Store Operating Information By Major Market (1)
Current Quarter vs. Last Quarter
June 30, 2014
(Unaudited)

	Total	Same-Store ($000s)

	Same-Store	Revenues						Expenses						Net Operating Income
	Homes	2Q 14		1Q 14		Change		2Q 14		1Q 14		Change		2Q 14		1Q 14		Change
West Region
San Francisco, CA	2,436	$	19,712	$	19,142	3.0	%	$	4,640	$	4,790	-3.1	%	$	15,072	$	14,352	5.0	%
Orange County, CA	3,290	16,317		16,209		0.7	%	4,474		4,454		0.4	%	11,843		11,755		0.7	%
Seattle, WA	2,165	10,019		9,736		2.9	%	2,985		2,914		2.4	%	7,034		6,822		3.1	%
Monterey Peninsula, CA	1,565	5,464		5,081		7.5	%	1,605		1,542		4.1	%	3,859		3,539		9.0	%
Los Angeles, CA	800	5,134		5,141		-0.1	%	1,658		1,627		1.9	%	3,476		3,514		-1.1	%
Other Southern CA	875	3,915		3,786		3.4	%	1,170		1,150		1.7	%	2,745		2,636		4.1	%
Portland, OR	716	2,467		2,441		1.1	%	751		683		10.0	%	1,716		1,758		-2.4	%
	11,847	63,028		61,536		2.4	%	17,283		17,160		0.7	%	45,745		44,376		3.1	%
Mid-Atlantic Region
Metropolitan DC	4,313	23,009		22,798		0.9	%	7,272		7,580		-4.1	%	15,737		15,218		3.4	%
Baltimore, MD	2,301	9,807		9,713		1.0	%	2,811		2,768		1.6	%	6,996		6,945		0.7	%
Richmond, VA	1,358	4,800		4,749		1.1	%	1,162		1,221		-4.8	%	3,638		3,528		3.1	%
Norfolk, VA	846	2,543		2,477		2.7	%	837		907		-7.7	%	1,706		1,570		8.7	%
Other Mid-Atlantic	168	497		484		2.7	%	183		177		3.4	%	314		307		2.3	%
	8,986	40,656		40,221		1.1	%	12,265		12,653		-3.1	%	28,391		27,568		3.0	%
Southeast Region
Tampa, FL	2,775	9,017		8,902		1.3	%	3,170		3,124		1.5	%	5,847		5,778		1.2	%
Orlando, FL	2,796	8,408		8,294		1.4	%	2,703		2,621		3.1	%	5,705		5,673		0.6	%
Nashville, TN	2,260	6,964		6,828		2.0	%	2,144		2,056		4.3	%	4,820		4,772		1.0	%
Other Florida	636	2,482		2,473		0.4	%	877		824		6.4	%	1,605		1,649		-2.7	%
	8,467	26,871		26,497		1.4	%	8,894		8,625		3.1	%	17,977		17,872		0.6	%
Northeast Region
New York, NY	1,208	12,753		12,458		2.4	%	2,851		2,983		-4.4	%	9,902		9,475		4.5	%
Boston, MA	1,179	7,541		7,343		2.7	%	1,984		2,273		-12.7	%	5,557		5,070		9.6	%
	2,387	20,294		19,801		2.5	%	4,835		5,256		-8.0	%	15,459		14,545		6.3	%
Southwest Region
Dallas, TX	2,725	8,954		8,835		1.3	%	3,393		3,241		4.7	%	5,561		5,594		-0.6	%
Austin, TX	1,273	4,669		4,632		0.8	%	1,967		1,868		5.3	%	2,702		2,764		-2.2	%
	3,998	13,623		13,467		1.2	%	5,360		5,109		4.9	%	8,263		8,358		-1.1	%

Total	35,685	$	164,472	$	161,522	1.8	%	$	48,637	$	48,803	-0.3	%	$	115,835	$	112,719	2.8	%

(1) See Attachment 16 for definitions and other terms.






Attachment 8(E)

UDR, Inc.
Same-Store Operating Information By Major Market (1)
Current Year-to-Date vs. Prior Year-to-Date
June 30, 2014
(Unaudited)

		% of Same-
	Total	Store Portfolio		Same-Store
	Same-Store	Based on		Physical Occupancy						Total Revenue per Occupied Home
	Homes	YTD 2014 NOI		YTD 14		YTD 13		Change		YTD 14		YTD 13		Change
West Region
San Francisco, CA	2,436	13.3	%	97.0	%	96.3	%	0.7	%	$	2,741	$	2,553	7.4	%
Orange County, CA	3,290	10.7	%	94.9	%	94.7	%	0.2	%	1,736		1,670		4.0	%
Seattle, WA	2,165	6.3	%	97.1	%	96.2	%	0.9	%	1,566		1,477		6.0	%
Monterey Peninsula, CA	1,565	3.4	%	94.5	%	92.1	%	2.4	%	1,188		1,147		3.6	%
Los Angeles, CA	800	3.2	%	95.3	%	95.1	%	0.2	%	2,246		2,171		3.5	%
Other Southern CA	875	2.4	%	95.8	%	94.9	%	0.9	%	1,531		1,478		3.6	%
Portland, OR	716	1.6	%	97.7	%	96.7	%	1.0	%	1,169		1,083		7.9	%
	11,847	40.9	%	96.0	%	95.1	%	0.8	%	1,826		1,735		5.3	%
Mid-Atlantic Region
Metropolitan DC	4,313	14.0	%	97.1	%	97.0	%	0.1	%	1,823		1,803		1.1	%
Baltimore, MD	2,301	6.3	%	96.8	%	96.4	%	0.4	%	1,461		1,443		1.2	%
Richmond, VA	1,358	3.2	%	96.6	%	96.6	%	0.0	%	1,213		1,183		2.5	%
Norfolk, VA	846	1.5	%	94.8	%	94.0	%	0.8	%	1,043		1,053		-0.9	%
Other Mid-Atlantic	168	0.3	%	97.0	%	96.8	%	0.2	%	1,003		1,002		0.1	%
	8,986	25.3	%	96.7	%	96.5	%	0.2	%	1,551		1,533		1.1	%
Southeast Region
Tampa, FL	2,775	5.3	%	96.5	%	96.3	%	0.2	%	1,115		1,086		2.7	%
Orlando, FL	2,796	5.2	%	96.8	%	96.0	%	0.8	%	1,029		981		4.9	%
Nashville, TN	2,260	4.3	%	97.3	%	96.8	%	0.5	%	1,045		989		5.7	%
Other Florida	636	1.5	%	96.4	%	95.5	%	0.9	%	1,347		1,293		4.2	%
	8,467	16.3	%	96.8	%	96.3	%	0.5	%	1,085		1,041		4.3	%
Northeast Region
New York, NY	700	5.2	%	97.5	%	96.6	%	0.9	%	3,673		3,539		3.8	%
Boston, MA	1,179	4.8	%	96.4	%	96.5	%	-0.1	%	2,183		2,095		4.2	%
	1,879	10.0	%	96.9	%	96.5	%	0.4	%	2,742		2,634		4.1	%
Southwest Region
Dallas, TX	2,725	5.0	%	97.1	%	96.5	%	0.6	%	1,121		1,075		4.3	%
Austin, TX	1,273	2.5	%	96.7	%	96.8	%	-0.1	%	1,259		1,184		6.3	%
	3,998	7.5	%	97.0	%	96.7	%	0.3	%	1,165		1,110		5.0	%

Total/Weighted Avg.	35,177	100.0	%	96.5	%	96.0	%	0.5	%	$	1,550	$	1,492	3.9	%

(1) See Attachment 16 for definitions and other terms.






Attachment 8(F)

UDR, Inc.
Same-Store Operating Information By Major Market (1)
Current Year-to-Date vs. Prior Year-to-Date
June 30, 2014
(Unaudited)

	Total	Same-Store ($000s)

	Same-Store	Revenues						Expenses						Net Operating Income
	Homes	YTD 14		YTD 13		Change		YTD 14		YTD 13		Change		YTD 14		YTD 13		Change
West Region
San Francisco, CA	2,436	$	38,854	$	35,936	8.1	%	$	9,430	$	9,089	3.8	%	$	29,424	$	26,847	9.6	%
Orange County, CA	3,290	32,526		31,211		4.2	%	8,928		8,617		3.6	%	23,598		22,594		4.4	%
Seattle, WA	2,165	19,755		18,456		7.0	%	5,899		5,881		0.3	%	13,856		12,575		10.2	%
Monterey Peninsula, CA	1,565	10,545		9,917		6.3	%	3,147		3,213		-2.1	%	7,398		6,704		10.4	%
Los Angeles, CA	800	10,275		9,915		3.6	%	3,285		3,099		6.0	%	6,990		6,816		2.6	%
Other Southern CA	875	7,701		7,360		4.6	%	2,320		2,251		3.1	%	5,381		5,109		5.3	%
Portland, OR	716	4,908		4,500		9.1	%	1,434		1,449		-1.0	%	3,474		3,051		13.9	%
	11,847	124,564		117,295		6.2	%	34,443		33,599		2.5	%	90,121		83,696		7.7	%
Mid-Atlantic Region
Metropolitan DC	4,313	45,807		45,253		1.2	%	14,852		14,239		4.3	%	30,955		31,014		-0.2	%
Baltimore, MD	2,301	19,520		19,204		1.6	%	5,579		5,535		0.8	%	13,941		13,669		2.0	%
Richmond, VA	1,358	9,549		9,315		2.5	%	2,383		2,323		2.6	%	7,166		6,992		2.5	%
Norfolk, VA	846	5,020		5,023		-0.1	%	1,744		1,683		3.6	%	3,276		3,340		-1.9	%
Other Mid-Atlantic	168	981		978		0.3	%	360		335		7.5	%	621		643		-3.4	%
	8,986	80,877		79,773		1.4	%	24,918		24,115		3.3	%	55,959		55,658		0.5	%
Southeast Region
Tampa, FL	2,775	17,919		17,409		2.9	%	6,294		6,357		-1.0	%	11,625		11,052		5.2	%
Orlando, FL	2,796	16,702		15,805		5.7	%	5,324		5,447		-2.3	%	11,378		10,358		9.8	%
Nashville, TN	2,260	13,792		12,985		6.2	%	4,200		4,112		2.1	%	9,592		8,873		8.1	%
Other Florida	636	4,955		4,713		5.1	%	1,701		1,690		0.7	%	3,254		3,023		7.6	%
	8,467	53,368		50,912		4.8	%	17,519		17,606		-0.5	%	35,849		33,306		7.6	%
Northeast Region
New York, NY	700	15,040		14,360		4.7	%	3,561		3,448		3.3	%	11,479		10,912		5.2	%
Boston, MA	1,179	14,884		14,303		4.1	%	4,257		4,445		-4.2	%	10,627		9,858		7.8	%
	1,879	29,924		28,663		4.4	%	7,818		7,893		-1.0	%	22,106		20,770		6.4	%
Southwest Region
Dallas, TX	2,725	17,789		16,960		4.9	%	6,634		6,481		2.4	%	11,155		10,479		6.5	%
Austin, TX	1,273	9,301		8,759		6.2	%	3,835		3,470		10.5	%	5,466		5,289		3.3	%
	3,998	27,090		25,719		5.3	%	10,469		9,951		5.2	%	16,621		15,768		5.4	%

Totals	35,177	$	315,823	$	302,362	4.5	%	$	95,167	$	93,164	2.1	%	$	220,656	$	209,198	5.5	%

(1) See Attachment 16 for definitions and other terms.






Attachment 8(G)

UDR, Inc.
Same-Store Operating Information By Major Market (1)
June 30, 2014
(Unaudited)

	Effective New Lease Rate Growth		Effective Renewal Lease Rate Growth		Annualized Turnover
	2Q 2014		2Q 2014		2Q 2014		2Q 2013		YTD 2014		YTD 2013
West Region
San Francisco, CA	9.9	%	8.1	%	59.4	%	57.5	%	53.2	%	53.1	%
Orange County, CA	-0.5	%	4.2	%	63.5	%	67.2	%	59.1	%	60.9	%
Seattle, WA	8.0	%	5.9	%	60.4	%	62.6	%	51.9	%	55.4	%
Monterey Peninsula, CA	7.5	%	4.7	%	43.3	%	44.1	%	42.3	%	47.4	%
Los Angeles, CA	3.2	%	5.3	%	63.2	%	58.7	%	54.7	%	54.7	%
Other Southern CA	4.2	%	5.5	%	61.0	%	62.8	%	55.3	%	58.8	%
Portland, OR	6.1	%	7.0	%	67.8	%	59.9	%	54.1	%	51.8	%
					59.5	%	60.0	%	53.5	%	55.4	%
Mid-Atlantic Region
Metropolitan DC	-1.7	%	3.4	%	43.4	%	44.7	%	39.5	%	41.2	%
Baltimore, MD	0.3	%	4.3	%	52.3	%	53.5	%	46.6	%	49.0	%
Richmond, VA	3.0	%	4.3	%	69.4	%	60.0	%	55.7	%	52.9	%
Norfolk, VA	-0.1	%	3.5	%	47.9	%	61.6	%	53.2	%	58.4	%
Other Mid-Atlantic	13.3	%	4.0	%	59.7	%	66.8	%	50.4	%	52.8	%
					50.3	%	51.3	%	45.3	%	46.8	%
Southeast Region
Tampa, FL	1.4	%	4.6	%	56.5	%	52.8	%	50.4	%	45.9	%
Orlando, FL	4.0	%	6.5	%	50.9	%	49.8	%	48.5	%	47.0	%
Nashville, TN	6.8	%	4.3	%	55.6	%	59.1	%	53.4	%	53.9	%
Other Florida	2.4	%	4.3	%	58.0	%	58.0	%	49.1	%	51.0	%
					54.5	%	53.9	%	50.5	%	48.8	%
Northeast Region
New York, NY	3.3	%	6.2	%	52.5	%	45.2	%	36.6	%	38.0	%
Boston, MA	8.1	%	6.9	%	47.3	%	42.2	%	40.4	%	41.2	%
					49.9	%	43.7	%	39.0	%	40.0	%
Southwest Region
Dallas, TX	2.6	%	5.3	%	57.6	%	58.4	%	53.1	%	52.3	%
Austin, TX	3.8	%	5.9	%	54.8	%	53.2	%	49.3	%	47.0	%
					56.7	%	56.8	%	51.9	%	50.6	%

Total/Weighted Avg.	3.6	%	5.5	%	55.1	%	54.9	%	49.7	%	50.2	%

Percentage of Total Repriced Homes	53.9	%	46.1	%

	2Q 2014		2Q 2013
Total Combined New and Renewal Lease Rate Growth	4.5	%	4.8	%

(1) See Attachment 16 for definitions and other terms.






Attachment 9

UDR, Inc.
Development Summary (1) (2)
June 30, 2014
(Dollars in Thousands)
(Unaudited)
Wholly-Owned

															Schedule						Percentage
		# of			Compl.	Cost to		Budgeted		Est. Cost			Project				Initial
Community	Location	Homes			Homes	Date		Cost		per Home			Debt		Start		Occ.		Compl.		Leased			Occupied
Projects Under Construction
DelRay Tower (3)	Alexandria, VA	332			—	$	108,705	$	132,000	$	398		$	—	3Q 11		3Q 14		4Q 14		6.6		%	—
Beach & Ocean	Huntington Beach, CA	173			—	39,743		50,700		293			—		3Q 12		3Q 14		4Q 14		5.2		%	—
Pier 4	Boston, MA	369			—	127,371		217,700		590		(4)	—		4Q 12		1Q 15		2Q 15		—			—
Total		874			—	$	275,819	$	400,400	$	458		$	—

Completed Projects, Non-Stabilized
13th & Market (5)	San Diego, CA	264			264	$	68,786	$	72,600	$	275	(6)	$	—	2Q 11		4Q 13		4Q 13		75.0		%	56.4	%
Channel @ Mission Bay	San Francisco, CA	315			315	144,778		145,000		460		(7)	—		4Q 10		4Q 13		1Q 14		94.0		%	92.1	%
Domain College Park (5)	College Park, MD	256			256	58,819		62,500		244		(8)	31,337		2Q 11		2Q 13		1Q 14		92.6		%	79.7	%
Los Alisos	Mission Viejo, CA	320			320	86,853		87,050		272			—		2Q 11		3Q 13		1Q 14		74.7		%	65.3	%
Total - Wholly Owned		2,029			1,155	$	635,055	$	767,550	$	378		$	31,337

Net Operating Income From Wholly-Owned Projects															Capitalized Interest for Current Development Projects
		2Q 2014													2Q 14		2Q 13		YTD 14		YTD 13
Projects Under Construction		$	(130	)											$	2,355	$	3,537	$	5,029	$	6,654
Completed, Non-Stabilized		3,062
Total		$	2,932



Unconsolidated Joint Ventures and Partnerships
															Schedule						Percentage
		Own.			# of	Compl.		Cost to		Budgeted			Project				Initial
Community	Location	Interest			Homes	Homes		Date		Cost			Debt		Start		Occ.		Compl.		Leased			Occupied
Projects Under Construction
399 Fremont	San Francisco, CA	51		%	447	—		$	95,683	$	317,700		$	—	1Q 14		4Q 15		3Q 16		—			—
Total					447	—		$	95,683	$	317,700		$	—

Completed Projects, Non-Stabilized
Fiori on Vitruvian Park^®	Addison, TX	50		%	391	391		$	95,871	$	98,350		$	48,305	3Q 11		2Q 13		4Q 13		87.2		%	71.9	%
Total - Unconsolidated Joint Ventures and Partnerships					838	391		$	191,554	$	416,050		$	48,305


Projected Weighted Average Stabilized Yield on Development Projects Over Respective Market Cap Rates:								150-200 bps


Participating Loan Investment
					# of	Compl.		Cost to		Budgeted			Loan		Loan
Community	Location				Homes	Homes		Date (10)		Cost			Commitment		Balance (10)
Steele Creek (9)	Denver, CO				218	—		$	50,437	$	108,245		$	92,009	$	31,622
Total					218	—		$	50,437	$	108,245		$	92,009	$	31,622



(1) See Attachment 16 for definitions and other terms.
(2) The development summary above includes all communities under development that UDR wholly owns, owns an interest in through an unconsolidated joint venture, or has a participating loan investment.
(3) Project encompasses the complete redevelopment of the former 187 homes combined with the development of an additional 145 homes, 10,000 square feet of retail space and underground parking.
(4) Includes 11,000 square feet of retail space.
(5) In Q4 2013, the LLC agreements were amended to provide UDR with a controlling interest and the option to purchase the remaining ownership interest in the Domain College Park and 13th & Market communities. In connection with the amendments, our unaffiliated partner received equity distributions reducing their capital account balances to zero and UDR began consolidating these communities. The unaffiliated partner retains the right to receive certain upside participation from the developments.
(6) Includes 21,000 square feet of retail space.
(7) Includes 8,000 square feet of retail space.
(8) Includes 10,000 square feet of retail space.
(9) Includes 17,000 square fee of retail space. Refer to Attachment 12 for terms of our participating loan investment.
(10) Cost to date includes accruals for costs incurred, but not yet paid as of the end of the period. Loan balance includes only amounts funded plus accrued interest prior to the period end.






Attachment 10

UDR, Inc.
Redevelopment Summary (1)
June 30, 2014
(Dollars in Thousands)
(Unaudited)
Wholly-Owned
			Sched.
		# of	Redev.	Compl.	Cost to		Budgeted		Est. Cost		Schedule								Percentage
Community	Location	Homes	Homes	Homes	Date		Cost (2)		per Home		Acq.		Start		Compl.		Same-Store (3)		Leased		Occupied
Projects in Redevelopment

View 34 (4)	New York, NY	739	708	652	$	76,167	$	98,000	$	138	3Q 11		3Q 11		4Q 14		4Q 15		95.8	%	94.7	%

Completed Redevelopments, Non-Stabilized

27 Seventy Five Mesa Verde	Costa Mesa, CA	964	748	748	77,983		79,983		107		Various (5)		3Q 11		2Q 14		3Q 15		98.2	%	96.2	%

Total - Wholly Owned		1,703	1,456	1,400	$	154,150	$	177,983	$	122


									Capitalized Interest for Current Redevelopment Projects

											2Q 14		2Q 13		YTD 14		YTD 13
Projected Weighted Average Return on Incremental Capital Invested:		7.0% to 9.0%									$	382	$	616	$	1,021	$	1,303


(1) See Attachment 16 for definitions and other terms.
(2) Represents UDR's incremental capital invested in the projects.
(3) Estimated Same-Store quarter represents the quarter UDR anticipates contributing the community to the QTD same-store pool.
(4) Formerly known as Rivergate. By reconfiguring several of the larger homes, the redevelopment created 33 additional homes in 2Q 2014.
(5) Communities were combined in 1Q 2013. They were acquired in June 2003, October 2004 and May 2008.






Attachment 11

UDR, Inc.
Land Summary (1)
June 30, 2014
(Dollars in Thousands)
(Unaudited)

		UDR Ownership	Real Estate		UDR Pro-Rata
Parcel	Location	Interest	Cost Basis		Cost Basis		Status Update (2)

							Pursuing	Design	Hold for Future
							Entitlements	Development	Development
Wholly-Owned
3033 Wilshire	Los Angeles, CA	100.0%	$	21,595	$	21,595	Complete	In Process
7 Harcourt (3)	Boston, MA	100.0%	5,102		5,102		In Process
Vitruvian Park^®	Addison, TX	100.0%	13,451		13,451		Complete		In Process
Pacific City	Huntington Beach, CA	100.0%	80,971		80,971		Complete	In Process
Total			$	121,119	$	121,119

			Real Estate		UDR Pro-Rata
			Cost Basis		Cost Basis
Consolidated Joint Ventures
3032 Wilshire	Santa Monica, CA	95.0%	$	12,107	$	11,502	In Process
2919 Wilshire	Santa Monica, CA	95.0%	8,022		7,621		In Process
Total			$	20,129	$	19,123

			Real Estate		UDR Pro-Rata
			Cost Basis		Cost Basis
Unconsolidated Joint Ventures and Partnerships
UDR/MetLife I - 7 parcels (4)	Various	4.0%	$	184,577	$	6,702	(5)	In Process	In Process
UDR/MetLife Vitruvian Park^®	Addison, TX	50.0%	50,181		25,091		Complete	In Process	In Process
			$	234,758	$	31,793

Total			$	376,006	$	172,035

(1) See Attachment 16 for definitions and other terms.
(2) Pursuing Entitlements: During this phase the Company is actively pursuing the necessary approvals for the rights to develop multifamily and/or mixed use communities.
Design Development: During this phase the Company is actively working to complete architectural and engineering documents in preparation for the commencement of
construction of multifamily and/or mixed uses communities.
Hold for Future Development: Entitled and/or unentitled land sites that the Company holds for future development.
(3) Land is adjacent to UDR's Garrison Square community.
(4) Parcels are located in Bellevue, WA; Los Angeles, CA (3 parcels); Irvine, CA; Mountain View, CA; and Dublin, CA.
(5) Entitlements are completed on 4 parcels and are in process on 3 other parcels.






Attachment 12

UDR, Inc.
Unconsolidated Joint Venture Summary (1)
June 30, 2014
(Dollars in Thousands)
(Unaudited)
Portfolio Characteristics

			# of								Physical		Total Revenue per			Net Operating Income
	Property		Comm. /			# of			Own.		Occupancy		Occupied Home			UDR's Share						Total
Joint Venture and Partnerships	Type		Parcels			Homes (8)			Interest		2Q 14		2Q 14 (1)			2Q 2014			YTD 2014			YTD 2014 (2)
UDR / MetLife
Operating communities	Various		23			5,381			50.0	%	95.6	%	$	2,802		$	14,630		$	26,928		$	60,843
Development communities	High-rise		2			391			(3)		71.9	%	1,983			187			318			637
Land parcels			13			TBD			(4)		—		—			(27		)	(38		)	281

UDR / KFH	High-rise		3			660			30.0	%	96.5	%	2,586			1,091			2,147			7,159

Texas	Garden		8			3,359			20.0	%	97.4	%	1,053			1,192			2,356			11,784
Total/Weighted Average			49			9,791					94.9	%	$	2,439		$	17,073		$	31,711		$	80,704



Balance Sheet Characteristics and Returns

	Gross Book Value
	of JV Real		Total			UDR's Equity					Weighted Avg.		Debt			Returns (7)
Joint Venture and Partnerships	Estate Assets (5)		Project Debt (5)			Investment (6)					Interest Rate		Maturity			ROIC			ROE
UDR / MetLife
Operating communities	$	2,337,486	$	1,230,384		$	460,006				4.4	%	Various
Development communities	191,554		48,305			76,346					2.0	%	Various
Land parcels	234,758		—			45,762					NA		NA

UDR / KFH	283,039		165,209			23,998					3.4	%	Various

Texas	327,283		219,588			(402		)			5.6	%	2014 (10)
Total/Weighted Average	$	3,374,120	$	1,663,486		$	605,710				4.4	%				6.0		%	8.5		%



Same-Store Unconsolidated Joint Venture Growth

	Same-Store
	Joint Venture		2Q 2014 vs. 2Q 2013 Growth										2Q 2014 vs. 1Q 2014 Growth
Joint Venture	Communities (5)		Revenue			Expense			NOI				Revenue			Expense			NOI
UDR / MetLife	21		4.4		%	5.1		%	4.2	%			1.6		%	-3.4		%	3.9		%
UDR / KFH	3		3.9		%	4.7		%	3.6	%			1.3		%	-3.8		%	3.3		%
Texas	8		6.3		%	14.6		%	0.9	%			2.3		%	2.2		%	2.4		%
Total/Average	32		4.7		%	7.3		%	3.6	%			1.7		%	-2.1		%	3.6		%

									NOI										NOI
Same-Store JV Results at UDR's Pro-rata Ownership Interest									3.9	%									3.7		%

	Same-Store
	Joint Venture		YTD 2014 vs. YTD 2013 Growth
Joint Venture	Communities (3)		Revenue			Expense			NOI
UDR / MetLife	21		4.7		%	4.9		%	4.6	%
UDR / KFH	3		4.0		%	9.8		%	2.0	%
Texas	8		5.9		%	8.3		%	4.3	%
Total/Average	32		4.9		%	6.0		%	4.3	%

									NOI
Same-Store JV Results at UDR's Pro-rata Ownership Interest									4.4	%


Participating Loan Investment													Income from
													Participating
			Interest			Years to							Loan Investment						Upside
	UDR's Investment		Rate			Maturity							2Q 2014			YTD 2014			Participation
Steele Creek (9)	$	31,622	6.5		%	3.3							$	456		$	777		50		%


(1) See Attachment 16 for definitions and other terms.
(2) Represents NOI at 100 percent for the period ended June 30, 2014.
(3) Includes 399 Fremont of which UDR owns 51.0% and Fiori on Vitruvian Park ^® of which UDR owns 50.0%.
(4) Includes 7 land parcels of which UDR owns an average of 4.0% and 6 Vitruvian Park ^® land parcesl of which UDR owns 50.0%
(5) Joint ventures and partnerships represented at 100 percent.
(6) Excludes deferred gains and fees of $24.6M, which is netted in "Investments in and advances to unconsolidated joint ventures, net" on Attachment 3.
(7) Excludes non-stabilized developments.
(8) Includes homes completed for the period ended June 30, 2014.
(9) UDR's participating loan is reflected as investment in and advances to unconsolidated joint ventures on the Consolidated Balance Sheets and net income/(loss) from unconsolidated entities on the Consolidated Statements of Operations in accordance with GAAP. UDR has the option to purchase the property upon completion of construction and we receive 50% of the value created from the project upon acquisition of the community or sale to a third party.
(10) The underlying debt will automatically extend for a one year period, without fees, and can be repaid without penalty at any time.






Attachment 13

UDR, Inc.
Acquisitions and Dispositions Summary
June 30, 2014
(Dollars in Thousands)
(Unaudited)

				Post
			Prior	Transaction
			Ownership	Ownership					# of	Price per
Date of Purchase	Community	Location	Interest	Interest	Price (1)		Debt (1)		Homes	Home
Acquisitions - Wholly-Owned
None
Acquisitions - Wholly-Owned Land
Jan-14	Pacific City	Huntington Beach, CA	0%	100%	$	77,750	$	—	—	$	—
Acquisitions - Joint Ventures - UDR/MetLife II JV
Apr-14	6 operating communities	Various	12%	50%	$	505,000	$	284,164	1,523	$	332


				Post
			Prior	Transaction
			Ownership	Ownership					# of	Price per
Date of Sale	Community	Location	Interest	Interest	Price (1)		Debt (1)		Homes	Home
Dispositions - Wholly-Owned
Jan-14	Presidio at Rancho Del Oro	Oceanside, CA	100%	0%	$	45,100	$	—	264	$	171
Jun-14	Gallery at Bayport II	Tampa, FL	100%	0%	30,700		—		277	111
Jun-14	Island Walk	Tampa, FL	100%	0%	50,000		—		400	125
					$	125,800	$	—	941	$	134
Dispositions - Joint Ventures
Mar-14	Ashton Westwood (2)	Los Angeles, CA	9%	0%	$	52,571	$	25,804	58	$	906
Mar-14	Viridian (2)	Los Angeles, CA	16%	0%	31,856		27,849		60	531
					$	84,427	$	53,653	118	$	715
Dispositions - Wholly-Owned Land

Jan-14	Presidio at Rancho Del Oro	Oceanside, CA	100%	0%	$	3,600	$	—	—	$	—

Dispositions - Joint Ventures Land
None

(1) Price represents 100% of the value of assets. Debt represents 100% of the asset's indebtedness.
(2) Properties sold to MetLife from UDR/MetLife I JV.






Attachment 14

UDR, Inc.
Capital Expenditure and Repair and Maintenance Summary (1)
June 30, 2014
(Dollars in Thousands)
(Unaudited)

		Three Months				Six Months
	Weighted Avg.	Ended		Cost		Ended		Cost
Category (Capitalized)	Useful Life (yrs) (2)	June 30, 2014		per Home		June 30, 2014		per Home
Capital Expenditures for Consolidated Homes (3)
Average number of homes (4)		40,107				40,204
Recurring Cap Ex
Asset preservation
Building interiors	5 - 20	$	3,319	$	83	$	5,676	$	141
Building exteriors	5 - 20	3,553		89		4,694		117
Landscaping and grounds	10	1,352		34		1,862		46
Total asset preservation		8,224		206		12,232		304
Turnover related	5	2,872		72		5,465		136
Total Recurring Cap Ex		11,096		278		17,697		440
Revenue Enhancing Cap Ex (5)	5 - 20	3,008		75		4,823		120
Total		$	14,104	$	353	$	22,520	$	560


		Three Months				Six Months
		Ended		Cost		Ended		Cost
Category (Expensed)		June 30, 2014		per Home		June 30, 2014		per Home
Repair and Maintenance for Consolidated Homes
Average number of homes (4)		40,107				40,204
Contract services		$	4,592	$	114	$	8,770	$	218
Turnover related expenses		954		24		1,937		48
Other Repair and Maintenance
Building interiors		1,759		44		3,343		83
Building exteriors		394		10		717		18
Landscaping and grounds		202		5		657		16
Total		$	7,901	$	197	$	15,424	$	383

(1) See Attachment 16 for definitions and other terms.
(2) Weighted average useful life of capitalized expenses for the six months ended June 30, 2014.
(3) Excludes redevelopment capital.
(4) Average number of homes is calculated based on the number of homes outstanding at the end of each month.
(5) Revenue enhancing capital expenditures were incurred at specific apartment communities in conjunction with UDR's overall capital expenditure plan.






Attachment 15

UDR, Inc.
Full-Year 2014 Guidance (1)
June 30, 2014
(Unaudited)

FFO and AFFO per Share Guidance
	3Q 2014	Full Year 2014
FFO per common share, diluted	$0.39 to $0.41	$1.52 to $1.56
FFO As Adjusted per common share, diluted	$0.36 to $0.38	$1.49 to $1.53
Adjusted Funds from Operations ("AFFO") per common share, diluted	$0.31 to $0.33	$1.32 to $1.36
Weighted average diluted shares/units (M)	264.5	264.5
Annualized dividend per share		$1.04


Same-Store Guidance		Full Year 2014
Revenue growth		3.75% to 4.25%
Expense growth		1.75% to 2.25%
NOI growth		4.50% to 5.50%
Physical occupancy		96.5%
Same-Store homes		35,177


Transactional Activity ($ in millions)		Full Year 2014
Acquisitions (2)		$100 to $150
Dispositions		$350 to $450
Weighted average cap rate spread		100 bps to 150 bps
Development and redevelopment spending (3)		$425 to $475


Capital Markets Activity ($ in millions)		Full Year 2014
Debt maturities		$348
New debt issuance		$300
Equity issuances		$0 to $150


Other Additions/(Deductions) ($ in millions except per home amounts)		Full Year 2014
Interest		($132) to ($136)
General and administrative, gross (4)		($45) to ($47)
Tax benefit for RE³		$7 to $9
Joint venture fee income		$11 to $13
Total joint venture FFO, excluding fee income		$33 to $37
Non-recurring items:
RE³ gains from asset sales		$1
Acquisition-related costs		$1 to $3
Average stabilized homes		40,400
Recurring capital expenditures per home		$1,100

(1) See Attachment 16 for definitions and other terms.
(2) In 1Q 2014, the Company designated its $78 million Pacific City land purchase in Huntington Beach, CA as a reverse 1031 transaction, effectively
reducing the need for $75-$80 million in additional acquisition activity in 2014.
(3) Includes the $78 million purchase of the Pacific City land site in Huntington Beach, CA by the Company in 1Q 2014.
(4) Includes an estimated $9.9 million of Long Term Incentive Plan compensation expense.







Attachment 16(A)

UDR, Inc.
Definitions and Reconciliations
June 30, 2014
(Unaudited)

Acquired Communities: The Company defines Acquired Communities as those communities acquired by the Company, other than development and redevelopment activity, that did not achieve stabilization as of the most recent quarter.

Adjusted Funds From Operations ("AFFO"): The Company defines AFFO as FFO as Adjusted less recurring capital expenditures that are necessary to help preserve the value of and maintain functionality at our communities.

Management considers AFFO a useful supplemental performance metric for investors as it is more indicative of the Company's operational performance than FFO or FFO as Adjusted. AFFO is not intended to represent cash flow or liquidity for the period, and is only intended to provide an additional measure of our operating performance. The Company believes that net income attributable to UDR, Inc. is the most directly comparable GAAP financial measure to AFFO. Management believes that AFFO is a widely recognized measure of the operations of REITs, and presenting AFFO will enable investors to assess our performance in comparison to other REITs. However, other REITs may use different methodologies for calculating AFFO and, accordingly, our AFFO may not always be comparable to AFFO calculated by other REITs. AFFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of financial performance, or as an alternative to cash flows from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions. A reconciliation from net income attributable to UDR, Inc. to AFFO is provided on Attachment 2.

Development Communities: The Company defines Development Communities as those communities recently developed or under development by the Company, that are currently majority owned by the Company and have not achieved stabilization as of the most recent quarter.

Discontinued Operations: Effective January 1, 2014, UDR prospectively adopted Accounting Standards Update (“ASU”) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, for all communities not previously sold or classified as held for sale. ASU 2014-08 incorporates into the definition of a discontinued operation a requirement that a disposition represent a strategic shift in an entity’s operations, which resulted in UDR no longer classifying the sale of communities as a discontinued operation. Communities that meet the criteria to be classified as held for disposition subsequent to the adoption of ASU 2014-08 are presented as held for disposition in the Consolidated Balance Sheet for the current period, but do not meet the criteria to be classified as discontinued operations in accordance with ASU 2014-08. Prior to the prospective adoption of ASU 2014-08, FASB ASC Subtopic 205.20, required, among other things, that the primary assets and liabilities and the results of operations of UDR’s real properties that have been sold or are held for disposition, be classified as discontinued operations and segregated in UDR’s Consolidated Statements of Operations and Consolidated Balance Sheets. Consequently, the primary assets and liabilities and the net operating results of those properties sold or classified as held for disposition prior to January 1, 2014 are accounted for as discontinued operations for all periods presented. This presentation does not have an impact on net income available to common stockholders, it only results in the reclassification of the operating results within the Consolidated Statements of Operations for the periods ended June 30, 2014 and 2013, and the reclassification of the assets and liabilities within the Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013. During the twelve months ended December 31, 2013, UDR sold 2 communities with a total of 914 homes. At June 30, 2014 and December 31, 2013, UDR had one commercial property that was classified as real estate held for disposition prior to the adoption of ASU 2014-08 and is therefore presented as a discontinued operation. The results of operations for these properties are classified on the Consolidated Statements of Operations on Attachment 1 of the Company's quarterly supplemental disclosure in the line item entitled “Income from discontinued operations, net of tax”.

In thousands	2Q 2014			2Q 2013		YTD 2014			YTD 2013
Rental income	$	78		$	2,328	$	126		$	4,668
Rental expenses	89			891		214			1,763
Property management	2			64		3			128
Real estate depreciation	—			536		—			1,080
Other operating expenses	9			7		18			14
Total expenses	100			1,498		235			2,985
Income before net impairment of real estate held for disposition and net gain on the sale of depreciable property	(22		)	830		(109		)	1,683
Income tax benefit/(expense)	40			—		40			—
Income/(loss) from discontinued operations, net of tax	$	18		$	830	$	(69	)	$	1,683


Effective New Lease Rate Growth: The Company defines effective new lease rate growth as the increase in gross potential rent realized less all concessions for the new lease term (current effective rent) versus prior resident effective rent for the prior lease term on all new leases commenced during the current quarter.

Management considers effective new lease rate growth a useful metric for investors as it assesses market-level new demand trends.

Effective Renewal Lease Rate Growth: The Company defines effective renewal lease rate growth as the increase in gross potential rent realized less all concessions for the new lease term (current effective rent) versus prior effective rent for the prior lease term on all renewed leases commenced during the current quarter.

Management considers effective renewal lease rate growth a useful metric for investors as it assesses market-level, in-place demand trends.

Estimated Quarter of Completion: The Company defines estimated quarter of completion of a development or redevelopment project as the date on which construction is expected to be completed, but does not represent the date of stabilization.

Fixed Charge Coverage Ratio: The Company defines Fixed Charge Coverage Ratio as net income, excluding the impact of interest expense, real estate depreciation and amortization of wholly owned and other joint venture communities, other depreciation and amortization, noncontrolling interests, net gain on the sale of depreciable property, RE³ income tax, divided by total interest plus preferred dividends.

Management considers fixed charge coverage a useful metric for investors as it provides ratings agencies, investors and lending partners with a widely-used measure of the Company’s ability to service its debt obligations as well as compare leverage against that of its peer REITs. A reconciliation of the components that comprise fixed charge coverage is provided on Attachment 4(C) of the Company's quarterly supplemental disclosure.

Funds From Operations as Adjusted: The Company defines FFO as Adjusted as FFO excluding the impact of acquisition-related costs and other non-comparable items including, but not limited to, prepayment costs/benefits associated with early debt retirement, gains on sales of marketable securities and TRS property, deferred tax valuation allowance increases and decreases, storm-related expenses and recoveries, severance costs and legal costs.

Management believes that FFO as Adjusted is useful supplemental information regarding our operating performance as it provides a consistent comparison of our operating performance across time periods and allows investors to more easily compare our operating results with other REITs. FFO as Adjusted is not intended to represent cash flow or liquidity for the period, and is only intended to provide an additional measure of our operating performance. The Company believes that net income attributable to UDR, Inc. is the most directly comparable GAAP financial measure to FFO as Adjusted. However, other REITs may use different methodologies for calculating FFO as Adjusted or similar FFO measures and, accordingly, our FFO as Adjusted may not always be comparable to FFO as Adjusted or similar FFO measures calculated by other REITs. FFO as Adjusted should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of financial performance, or as an alternative to cash flows from operating activities (determined in accordance with GAAP) as a measure of our liquidity. A reconciliation from net income attributable to UDR, Inc. to FFO as Adjusted is provided on Attachment 2.






Attachment 16(B)

UDR, Inc.
Definitions and Reconciliations
June 30, 2014
(Unaudited)

Funds From Operations ("FFO"): The Company defines FFO as net income (computed in accordance with GAAP), excluding impairment write-downs of depreciable real estate or of investments in non-consolidated investees that are driven by measurable decreases in the fair value of depreciable real estate held by the investee, gains (or losses) from sales of depreciable property, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. This definition conforms with the National Association of Real Estate Investment Trust's definition issued in April 2002. In the computation of diluted FFO, OP units, unvested restricted stock, stock options, and the shares of Series E Cumulative Convertible Preferred Stock are dilutive; therefore, they are included in the diluted share count.

Activities of our taxable REIT subsidiary (TRS), RE³, include development and land entitlement. From time to time, we develop and subsequently sell a TRS property which results in a short-term use of funds that produces a profit that differs from the traditional long-term investment in real estate for REITs. We believe that the inclusion of these TRS gains in FFO is consistent with the standards established by NAREIT as the short-term investment is incidental to our main business. TRS gains on sales, net of taxes, are defined as net sales proceeds less a tax provision and the gross investment basis of the asset before accumulated depreciation.

Management considers FFO a useful metric for investors as the Company uses FFO in evaluating property acquisitions and its operating performance and believes that FFO should be considered along with, but not as an alternative to, net income and cash flow as a measure of the Company's activities in accordance with GAAP. FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of funds available to fund our cash needs. A reconciliation from net income attributable to UDR, Inc. to FFO is provided on Attachment 2.

Held For Disposition Communities: The Company defines Held for Disposition Communities as those communities that were held for sale as of the end of the most recent quarter.

Interest Coverage Ratio: The Company defines Interest Coverage Ratio as net income, excluding the impact of interest expense, real estate depreciation and amortization of wholly owned and joint venture communities, other depreciation and amortization, noncontrolling interests, net gain on the sale of depreciable property, RE³ income tax, divided by total interest.

Management considers interest coverage ratio a useful metric for investors as it provides ratings agencies, investors and lending partners with a widely-used measure of the Company’s ability to service its debt obligations as well as compare leverage against that of its peer REITs. A reconciliation of the components that comprise interest coverage ratio is provided on Attachment 4(C) of the Company's quarterly supplemental disclosure.

Joint Venture Reconciliation at UDR's Weighted Average Pro-Rata Ownership Interest

In thousands				Q2 2014			YTD 2014
Income/(loss) from unconsolidated entities				$	(428	)	$	(3,993	)
Management fee				963			1,834
Interest expense				7,822			14,803
Depreciation				8,861			19,528
General and administrative				204			286
Other income/expense				(349		)	(747		)
Total Joint Venture NOI at UDR's Pro-Rata Ownership				$	17,073		$	31,711

JV Return on Equity ("ROE"): The Company defines JV ROE as the pro rata share of property NOI plus property and asset management fee revenue less interest expense, divided by the average of beginning and ending equity capital for the quarter.

Management considers ROE a useful metric for investors as it provides a widely used measure of how well the Company is investing its capital on a leveraged basis.

JV Return on Invested Capital ("ROIC"): The Company defines JV ROIC as the pro rata share of property NOI plus property and asset management fee revenue divided by the average of beginning and ending invested capital for the quarter.

Management considers ROIC a useful metric for investors as it provides a widely used measure of how well the Company is investing its capital on an unleveraged basis.

Net Debt to EBITDA: The Company defines net debt to EBITDA as total debt net of cash and cash equivalents divided by EBITDA. EBITDA is defined as net income, excluding the impact of interest expense, real estate depreciation and amortization of wholly owned and other joint venture communities, other depreciation and amortization, noncontrolling interests, net gain on the sale of depreciable property, and RE³ income tax.

Management considers net debt to EBITDA a useful metric for investors as it provides ratings agencies, investors and lending partners with a widely-used measure of the Company’s ability to service its debt obligations as well as compare leverage against that of its peer REITs. A reconciliation between net income and EBITDA is provided on Attachment 4(C) of the Company's quarterly supplemental disclosure.

Net Operating Income (“NOI”): The Company defines NOI as rental income less direct property rental expenses. Rental income represents gross market rent less adjustments for concessions, vacancy loss and bad debt. 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 2.75% of property revenue to cover the regional supervision and accounting costs related to consolidated property operations, and land rent.

Management considers NOI a useful metric for investors as it is a more meaningful representation of a community’s continuing operating performance than net income as it is prior to corporate-level expense allocations, general and administrative costs, capital structure and depreciation and amortization and is a widely used input, along with capitalization rates, in the determination of real estate valuations. A reconciliation from net income attributable to UDR, Inc. to NOI is provided below.

In thousands	Q2 2014			Q1 2014			4Q 2013			3Q 2013			2Q 2013
Net income/(loss) attributable to UDR, Inc.	$	30,007		$	18,361		$	36,700		$	3,188		$	5,192
Property management	5,527			5,345			5,233			5,168			5,123
Other operating expenses	2,162			1,926			1,925			1,776			1,800
Real estate depreciation and amortization	88,876			88,533			88,301			83,738			84,595
Interest expense	31,691			32,884			33,360			30,939			30,803
Casualty-related (recoveries)/charges, net	—			500			—			(6,460		)	(2,772		)
General and administrative	12,530			11,994			11,532			11,364			9,866
Tax provision/(benefit), net (includes valuation adjustment)	(2,190		)	(3,329		)	15			(2,658		)	(2,683		)
Income/(loss) from unconsolidated entities	428			3,565			(5,666		)	3,794			(515		)
Interest and other income, net	(1,426		)	(1,415		)	(1,328		)	(829		)	(1,446		)
Joint venture management and other fees	(2,747		)	(3,687		)	(3,095		)	(3,207		)	(3,217		)
Other depreciation and amortization	1,193			1,080			3,281			1,176			1,138
(Income)/loss from discontinued operations, net of tax	(18		)	(24,294		)	—			—			(830		)
(Gain)/loss on sale of real estate owned, net of tax	(26,709		)	87			(41,376		)	(884		)	—
Net income/(loss) attributable to noncontrolling interests	1,079			651			1,302			47			162
Total consolidated NOI	$	140,403		$	132,201		$	130,184		$	127,152		$	127,216







Attachment 16(C)

UDR, Inc.
Definitions and Reconciliations
June 30, 2014
(Unaudited)


Non-Mature: The Company defines Non-Mature Communities as those communities that have not met the criteria to be included in Same-Store Communities.

Non-Residential / Other: The Company defines Non-Residential / Other as non-apartment components of mixed-use properties, land held, properties being prepared for redevelopment and properties where a material change in home count has occurred.

Physical Occupancy: The Company defines physical occupancy as the number of occupied homes divided by the total homes available at a community.

QTD Same-Store ("SS") Communities: The Company defines QTD SS Communities as those communities stabilized for five full consecutive quarters. These communities were owned and had stabilized occupancy and operating expenses as of the beginning of the quarter in the prior year, there is no plan to conduct substantial redevelopment activities, and the community is not held for disposition within the current year.

RE³: RE³ is the Company's taxable REIT subsidiary ("TRS") that focuses on development, land entitlement and short-term hold investments. TRS gains on sales, net of taxes, is defined as net sales proceeds less a tax provision and the gross investment basis of the asset before accumulated depreciation.

Recurring Capital Expenditures: The Company defines recurring capital expenditures as expenditures that are necessary to help preserve the value of and maintain functionality at its communities.

Redevelopment Communities: The Company generally defines Redevelopment Communities as those communities where greater than 10% of the available apartment homes are off-line for major renovation and those that did not achieve stabilization as of the most recent quarter.

Redevelopment Projected Weighted Average Return on Incremental Capital Invested: The projected weighted average return on incremental capital invested for redevelopment projects is NOI as set forth in the Stabilization Period for Redevelopment Yield definition, less Recurring Capital Expenditures, minus the project’s annualized operating NOI prior to commencing the redevelopment, less Recurring Capital Expenditures, divided by total cost of the project.

Return on Equity ("ROE"): The Company defines ROE as a referenced quarter's NOI less interest expense, annualized, divided by the average of beginning and ending equity capital for the quarter.

Management considers ROE a useful metric for investors as it provides a widely used measure of how well the Company is investing its capital on a leveraged basis.

Return on Invested Capital ("ROIC"): The Company defines ROIC as a referenced quarter's NOI, annualized, divided by the average of beginning and ending invested capital for the quarter.

Management considers ROIC a useful metric for investors as it provides a widely used measure of how well the Company is investing its capital on an unleveraged basis.

Revenue Enhancing Capital Expenditures: The Company defines revenue-enhancing capital expenditures as expenditures that result in increased income generation over time.

Management considers revenue enhancing capital expenditures a useful metric for investors as it quantifies the amount of capital expenditures that are expected to grow, not just maintain, revenues.

Sold Communities: The Company defines Sold Communities as those communities that previously met the criteria for discontinued operations and were disposed of prior to the end of the most recent quarter.

Stabilization for Same Store Classification: The Company generally defines stabilization as when a community’s occupancy reaches 90% or above for at least three consecutive months.

Stabilized, Non-Mature Communities: The Company defines Stabilized, Non-Mature Communities as those communities that are stabilized but not yet in the Company's Same-Store portfolio.

Stabilization Period for Development Yield: The Company defines the stabilization period for development property yield as the forward twelve month NOI, excluding any remaining lease-up concessions outstanding, commencing one year following the delivery of the final home of the project.

Stabilization Period for Redevelopment Yield: The Company defines the stabilization period for a redevelopment property yield for purposes of computing the Projected Weighted Average Return on Incremental Capital Invested, as the forward twelve month NOI, excluding any remaining lease-up concessions outstanding, commencing one year following the delivery of the final home of a project.

Stabilized Yield on Developments: Expected stabilized yields on development are calculated as follows, projected stabilized NOI less management fees divided by budgeted construction cost on a project-specific basis. Projected stabilized NOI for development projects, calculated in accordance with the NOI reconciliation provided on Attachment 16(B), is set forth in the definition of Stabilization Period for Development Yield. Given the differing completion dates and years for which NOI is being projected for these communities as well as the complexities associated with estimating other expenses upon completion such as corporate overhead allocation, general and administrative costs and capital structure, a reconciliation to GAAP measures is not meaningful. Projected NOI for these projects is neither provided, nor is representative of Management’s expectations for the Company’s overall financial performance or cash flow growth and there can be no assurances that forecast NOI growth implied in the estimated construction yield of any project will be achieved.

Management considers estimated stabilized yield on development as a useful metric for investors as it helps provide context to the expected effects that development projects will have on the Company’s future performance once stabilized.

Total Revenue per Occupied Home: The Company defines total revenue per occupied home as rental and other revenues, calculated in accordance with GAAP, divided by the product of occupancy and the number of apartment homes.

Management considers total revenue per occupied home a useful metric for investors as it serves as a proxy for portfolio quality, both geographic and physical.

YTD Same-Store ("SS") Communities: The Company defines YTD SS Communities as those communities stabilized for two full consecutive calendar years. These communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior year, there is no plan to conduct substantial redevelopment activities, and the community is not held for disposition within the current year.






Attachment 16(D)

UDR, Inc.
Definitions and Reconciliations
June 30, 2014
(Unaudited)

All guidance is based on current expectations of future economic conditions and the judgment of the Company's management team. The following reconciles from GAAP net income/(loss) per share for full year 2014 and third quarter of 2014 to forecasted FFO, FFO as Adjusted and AFFO per share:


	Full Year 2014
	Low			High
Forecasted earnings per diluted share	$	0.23		$	0.27
Conversion from GAAP share count	(0.08		)	(0.08		)
Net (gain)/loss on the sale of depreciable property, excluding TRS	(0.19		)	(0.19		)
Depreciation	1.51			1.51
Noncontrolling Interests	0.01			0.01
Preferred Dividends	0.01			0.01
Forecasted FFO per diluted share	$	1.49		$	1.53
TRS gains from asset sales	(0.01		)	(0.01		)
Acquisition, debt extinguishment, casualty and other costs	0.01			0.01
Forecasted FFO as Adjusted per diluted share	$	1.49		$	1.53
Recurring capital expenditures	(0.17		)	(0.17		)
Forecasted AFFO per diluted share	$	1.32		$	1.36

	3Q 2014
	Low			High
Forecasted earnings per diluted share	$	—		$	0.02
Conversion from GAAP share count	(0.02		)	(0.02		)
Net (gain)/loss on the sale of depreciable property, excluding TRS	—			—
Depreciation	0.38			0.38
Noncontrolling Interests	—			—
Preferred Dividends	—			—
Forecasted FFO per diluted share	$	0.36		$	0.38
TRS gains from asset sales	—			—
Acquisition, debt extinguishment, casualty and other costs	—			—
Forecasted FFO as Adjusted per diluted share	$	0.36		$	0.38
Recurring capital expenditures	(0.05		)	(0.05		)
Forecasted AFFO per diluted share	$	0.31		$	0.33

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