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UDR Announces Third Quarter 2013 Results

  UDR Announces Third Quarter 2013 Results

         ~ Reports Third Quarter FFO as Adjusted per Share of $0.36 ~

Business Wire

DENVER -- October 29, 2013

Third Quarter 2013 Highlights:

  *Funds from Operations (“FFO”) per share was $0.37 (+12% year-over-year),
    FFO as Adjusted per share was $0.36 (+9%), and AFFO per share was $0.31
    (+7%).
  *Year-over-year same-store revenue and net operating income (“NOI”) growth
    for the quarter were 4.9 percent and 6.0 percent, respectively.
  *Invested $70.0 million during the quarter to advance the Company’s $1.1
    billion development pipeline. Completed 520 development homes in Orange
    County, Dallas, San Diego and Metro D.C.
  *Completed the redevelopment of 209 homes located in Manhattan and Orange
    County on quarterly spend of $21.9 million.
  *Issued $300 million of 3.7%, 7-year senior unsecured notes. Proceeds were
    used to pay off the Company’s outstanding line of credit and for general
    corporate purposes.
  *Increased full-year FFO per share guidance to $1.43 to $1.45, FFO as
    Adjusted per share guidance to $1.38 to $1.40 and AFFO per share guidance
    to $1.22 to $1.24 resulting from Hurricane Sandy related insurance
    recoveries.

The following table highlights the Company’s FFO, FFO as Adjusted and AFFO per
share for the current period as compared to the previous year period:

                                                              
                                     Q3 2013  Q3 2012  YTD 2013  YTD 2012
FFO per share                         $0.37    $0.33    $1.09     $1.10
JV financing and acquisition fees     (0.000)  -        (0.001)   -
Hurricane-related                      (0.015)   -         (0.037)    -
(recoveries)/charges, net
Other                                 -        0.006    0.001     (0.103)
FFO as Adjusted per share             $0.36    $0.33    $1.05     $1.00
Recurring capital expenditures        (0.045)  (0.049)  (0.117)   (0.131)
AFFO per share                        $0.31    $0.29    $0.93     $0.87

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 third
quarter supplemental package.

Operations

Same-store NOI increased 6.0 percent year-over-year in the third quarter of
2013 while same-store revenue increased 4.9 percent over the same period.
Same-store physical occupancy was 96.1 percent as compared to 95.9 percent in
the prior year period. Same-store expenses increased 2.6 percent driven by
increases in real estate taxes, personnel, and insurance costs. The third
quarter annualized rate of turnover increased 160 basis points year-over-year
to 67.5 percent.

Summary of Same-Store Results Third Quarter 2013 versus Third Quarter 2012
               Revenue   Expense   NOI       % of Same-      Same-Store      Number of
Region        Growth/  Growth/  Growth/  Store          Occupancy^(2)  Same-Store
               Decline   Decline   Decline   Portfolio^(1)                   Homes^(3)
                                                                      
West           6.2  %    (0.1 %)   9.1  %    40.8     %      96.1     %      13,025
Mid-Atlantic   2.2  %    3.7  %    1.5  %    25.8     %      96.0     %      9,578
Southeast      4.2  %    2.9  %    5.0  %    16.6     %      96.1     %      9,515
Northeast      6.9  %    7.8  %    6.5  %    9.6      %      96.8     %      1,879
Southwest     6.4  %   5.4  %   7.1  %   7.2      %     96.7     %     3,998
Total         4.9  %   2.6  %   6.0  %   100.0    %     96.1     %     37,995

^(1)  Based on Q3 2013 NOI.
^(2)   Average same-store occupancy for the quarter.
       During the third quarter, 37,995 apartment homes, or approximately 92
       percent of 41,420 total consolidated apartment homes (versus 53,656
^(3)   apartment homes inclusive of joint ventures and development pipeline
       homes upon completion), were classified as same-store. The Company
       defines same-store as all multifamily communities owned and stabilized
       for at least one year as of the beginning of the most recent quarter.
       

Sequentially, the Company’s same-store NOI decreased by 0.1 percent on revenue
growth of 1.3 percent and a 4.5 percent increase in expenses during the third
quarter of 2013.

For the nine months ended September 30, 2013, the Company’s same-store revenue
increased 5.1 percent as compared to the prior year while expenses increased
2.6 percent resulting in a same-store NOI increase of 6.2 percent as compared
to the prior year period in 2012. Year-over-year occupancy increased by 20
basis points to 95.9 percent.

Summary of Same-Store Results YTD 2013 versus YTD 2012
               Revenue   Expense   NOI       % of Same-      Same-Store      Number of
Region        Growth/  Growth/  Growth/  Store          Occupancy^(2)  Same-Store
               Decline   Decline   Decline   Portfolio^(1)                   Homes^(3)
                                                                      
West           5.6  %    1.0  %    7.6  %    39.8     %      95.2     %      12,617
Mid-Atlantic   3.0  %    2.9  %    3.1  %    27.0     %      96.2     %      9,578
Southeast      5.2  %    4.2  %    5.7  %    17.5     %      96.2     %      9,515
Northeast      7.5  %    5.5  %    8.3  %    9.8      %      96.6     %      1,879
Southwest     6.8  %   2.3  %   9.8  %   5.9      %     96.5     %     3,115
Total         5.1  %   2.6  %   6.2  %   100.0    %     95.9     %     36,704

^(1)  Based on YTD 2013 NOI.
^(2)   Average same-store occupancy for YTD 2013.
       During the nine months ended September 30, 2013, 36,704 apartment
       homes, or approximately 89 percent of 41,420 total consolidated
^(3)   apartment homes, were classified as same-store. The Company defines
       same-store as all multifamily communities owned and stabilized for at
       least one year as of the beginning of the most recent year.
       

Development and Redevelopment Activity

In the third quarter of 2013, the Company spent a total of $91.9 million
towards the completion of its $1.2 billion development and redevelopment
pipeline.

The Company completed the development of 520 homes and spent $70.0 million
advancing its development projects during the quarter. In total, the Company
has funded 71 percent of its pipeline. By year-end 2013, the Company expects
that 30 percent of the $1.0 billion active development pipeline will be
completed.

The Company completed the redevelopment of 209 homes and spent $21.9 million
advancing its redevelopment projects during the quarter. In total, the Company
has funded 87 percent of its active pipeline with 531 redeveloped homes
remaining to be delivered, or 38 percent, at its Rivergate (Manhattan) and 27
Seventy Five Mesa Verde (Orange County) communities.

Hurricane Sandy Insurance Recoveries

During the third quarter, the Company settled 100 percent of its Hurricane
Sandy claims with its insurance carrier. After a deductible of $1.1 million,
the Company realized recoveries of $27.5 million. Damages from the storm,
including business interruptions costs, totaled $30.4 million.

Capital Markets Activity

As previously announced on September 19, 2013, the Company issued $300 million
of 3.7 percent, 7-year senior unsecured notes under its existing shelf
registration. The notes will mature on October 1, 2020. Net proceeds from the
issuance were used to pay off outstanding indebtedness on the Company’s
unsecured line of credit and for general corporate purposes. Additional
details related to the transaction can be found in the September 19, 2013
press release on the Company’s website at www.udr.com.

As of the end of the third quarter, the Company had no remaining outstanding
debt maturities in 2013.

Balance Sheet

On July 23, 2013, Moody’s affirmed the Company’s credit rating of Baa2 and
changed its outlook to Positive from Stable.

At September 30, 2013, the Company had $1 billion in availability through a
combination of cash and undrawn capacity on its credit facilities.

The Company’s total indebtedness at September 30, 2013 was $3.5 billion. The
Company ended the third quarter with fixed-rate debt representing 90 percent
of its total debt, a total blended interest rate of 4.3 percent and a weighted
average maturity of 4.7 years. The Company’s leverage was 39.0 percent versus
38.3 percent a year ago and the Company’s net debt-to-EBITDA was 7.0 times
versus 7.1 times a year ago.

Dividend

As previously announced, the Company’s Board of Directors declared a regular
quarterly dividend on its common stock for the third quarter of 2013 in the
amount of $0.235 per share. The dividend will be paid in cash on October 31,
2013 to UDR common stock shareholders of record as of October 10, 2013. The
2013 annualized dividend of $0.94 represented a yield of 3.7 percent as of
October 25, 2013. The third quarter 2013 dividend represented the 164^th
consecutive quarterly dividend paid by the Company on its common stock.

Outlook

For the fourth quarter of 2013, the Company has established the following
guidance ranges.

                             Current           Previous
FFO per share                   $0.34 to $0.36       n/a
                                                     
FFO as Adjusted per share       $0.33 to $0.35       n/a
                                                     
AFFO per share                  $0.29 to $0.31       n/a
                                                     

For the full-year 2013, the Company has increased its full-year FFO per share,
FFO as Adjusted per share and AFFO per share guidance as the result of
Hurricane Sandy insurance recoveries. Below are the full-year guidance ranges.

                             Current           Previous
FFO per share                   $1.43 to $1.45       $1.40 to $1.44
                                                     
FFO as Adjusted per share       $1.38 to $1.40       $1.36 to $1.40
                                                     
AFFO per share                  $1.22 to $1.24       $1.20 to $1.24
                                                     

For the full-year 2013, the Company has increased its same-store growth
assumptions. Below are the full-year guidance ranges.

                        Current           Previous
Revenue                    4.75% to 5.00%       4.50% to 5.00%
                                                
Expense                    2.75% to 3.00%       2.75% to 3.25%
                                                
Net operating income       5.75% to 6.00%       5.25% to 6.00%
                                                
Physical occupancy         96.0%                95.5%
                                                

Additional assumptions for the Company’s fourth quarter and full-year 2013
guidance can be found on Attachment 15 of the Company’s third quarter
supplemental package.

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. EDT on October 29,
2013 to discuss third quarter results. A 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 866-225-8754 for domestic and
480-629-9818 for international and provide the following conference ID number:
4643653.

A replay of the conference call will be available through November 29, 2013,
by dialing 800-406-7325 for domestic and 303-590-3030 for international and
entering the confirmation number, 4643653, 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 third quarter 2013 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.


Attachment 16(B)


UDR, Inc.
Definitions and Reconciliations
September 30, 2013
(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 sort-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, RE^3 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                                     3Q 2013      YTD 2013                              
Income/(loss) from
unconsolidated                                      $ (3,794  )   $ (6,081  )
entities
Management fee                                        1,041         2,667
Interest expense                                      7,178         19,697
Depreciation                                          10,514        25,462
General and                                           58            222
administrative
Other income/expense                                 232         453     
Total Joint Venture
NOI at UDR's Pro-Rata                               $ 15,229     $ 42,420  
Ownership Interest

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 RE^3 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            3Q 2013      2Q 2013      1Q 2013       4Q 2012      3Q 2012      YTD 2013     YTD 2012
Net income/(loss)
attributable to UDR,    $ 3,188       $ 5,192       $ (268    )   $ (12,300 )   $ (9,031  )   $ 8,112       $ 224,477
Inc.
Property management       5,236         5,187         5,068         5,017         4,998         15,491        14,615
Other operating           1,787         1,807         1,643         1,464         1,467         5,237         4,284
expenses
Real estate
depreciation and          84,266        85,131        83,442        83,456        88,223        252,839       260,604
amortization
Interest expense          30,939        30,803        30,981        30,660        31,845        92,723        108,132
Hurricane-related
(recoveries)/charges,     (6,460  )     (2,772  )     (3,021  )     8,495         -             (12,253 )     -
net
General and               11,364        9,866         9,476         10,653        10,022        30,706        33,139
administrative
Tax benefit, net
(includes valuation       (2,658  )     (2,683  )     (1,973  )     (1,628  )     (2,960  )     (7,314  )     (28,654  )
adjustment)
Income/(loss) from
unconsolidated            3,794         (515    )     2,802         2,757         719           6,081         5,822
entities
Interest and other        (829    )     (1,446  )     (1,016  )     (1,157  )     (1,235  )     (3,291  )     (2,435   )
income, net
Joint venture
management and other      (3,207  )     (3,217  )     (2,923  )     (2,817  )     (3,320  )     (9,347  )     (9,026   )
fees
Other depreciation        1,176         1,138         1,146         1,092         1,078         3,460         3,013
and amortization
Income from
discontinued              -             -             -             (156    )     1,133         -             (263,183 )
operations, net of
tax
Net income/(loss)
attributable to          47         162        (41     )    (655    )   (645    )   168        8,781    
noncontrolling
interests
Total consolidated      $ 128,643   $ 128,653   $ 125,316    $ 124,881   $ 122,294   $ 382,612   $ 359,569  
NOI



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 September 30, 2013, UDR owned or had an ownership position in
53,656 apartment homes including 2,068 homes under development. For 41 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.


Attachment 1


UDR, Inc.
Consolidated Statements of Operations ^(1)
(Unaudited)
                                                             
                        Three Months Ended          Nine Months Ended
                        September 30,               September 30,
In thousands, except   2013         2012         2013         2012
per share amounts
                                                                  
REVENUES:
Rental income ^(2)      $ 190,379     $ 181,766     $ 563,293     $ 531,483
Joint venture
management and other     3,207       3,320       9,347       9,026    
fees
Total revenues           193,586     185,086     572,640     540,509  
                                                                  
OPERATING EXPENSES:
Property operating        37,388        36,839        109,607       106,835
and maintenance
Real estate taxes and     24,348        22,633        71,074        65,079
insurance
Property management       5,236         4,998         15,491        14,615
Other operating           1,787         1,467         5,237         4,284
expenses
Real estate
depreciation and          84,266        88,223        252,839       260,604
amortization
Acquisition costs         -             1,312         -             1,808
General and               11,364        8,710         30,706        31,331
administrative
Hurricane-related
(recoveries)/charges,     (6,460  )     -             (12,253 )     -
net
Other depreciation       1,176       1,078       3,460       3,013    
and amortization
Total operating          159,105     165,260     476,161     487,569  
expenses
                                                                  
Operating income          34,481        19,826        96,479        52,940
                                                                  
Income/(loss) from
unconsolidated            (3,794  )     (719    )     (6,081  )     (5,822   )
entities
                                                                  
Interest expense          (30,939 )     (31,837 )     (92,545 )     (108,409 )
Other debt
(charges)/benefits,      -           (8      )    (178    )    277      
net ^(3)
Total interest            (30,939 )     (31,845 )     (92,723 )     (108,132 )
expense
Interest and other       829         1,235       3,291       2,435    
income/(expense), net
                                                                  
Income/(loss) before
income taxes and          577           (11,503 )     966           (58,579  )
discontinued
operations
Tax benefit, net          2,658         2,960         7,314         5,778
Tax valuation
allowance for RE^3       -           -           -           22,876   
(4)
                                                                  
Income/(loss) from        3,235         (8,543  )     8,280         (29,925  )
continuing operations
Income/(loss) from
discontinued             -           (1,133  )    -           263,183  
operations, net of
tax
                                                                  
Net income/(loss)         3,235         (9,676  )     8,280         233,258
Net (income)/loss
attributable to
redeemable                (84     )     687           (198    )     (8,644   )
noncontrolling
interests in the OP
Net (income)/loss
attributable to          37          (42     )    30          (137     )
noncontrolling
interests
                                                                  
Net income/(loss)
attributable to UDR,      3,188         (9,031  )     8,112         224,477
Inc.
Distributions to
preferred                 (931    )     (931    )     (2,793  )     (2,793   )
stockholders - Series
E (Convertible)
Distributions to
preferred                 -             -             -             (2,286   )
stockholders - Series
G
Premium on preferred
stock redemptions,       -           -           -           (2,791   )
net
                                                                  
Net income/(loss)
attributable to         $ 2,257      $ (9,962  )   $ 5,319      $ 216,607  
common stockholders
                                                                  
Income/(loss) per
weighted average
common share - basic:
Income/(loss) from
continuing operations   $ 0.01          ($0.04  )   $ 0.02          ($0.16   )
attributable to
common stockholders
Income/(loss) from
discontinued
operations                -             ($0.00  )     -           $ 1.08
attributable to
common stockholders
Net income/(loss)
attributable to         $ 0.01          ($0.04  )   $ 0.02        $ 0.92
common stockholders
                                                                  
Income/(loss) per
weighted average
common share -
diluted:
Income/(loss) from
continuing operations   $ 0.01          ($0.04  )   $ 0.02          ($0.16   )
attributable to
common stockholders
Income/(loss) from
discontinued
operations                -             ($0.00  )     -           $ 1.08
attributable to
common stockholders
Net income/(loss)
attributable to         $ 0.01          ($0.04  )   $ 0.02        $ 0.92
common stockholders
                                                                  
Common distributions    $ 0.235       $ 0.220       $ 0.705       $ 0.660
declared per share
                                                                  
Weighted average
number of common          249,985       249,825       249,962       235,173
shares outstanding -
basic
Weighted average
number of common          251,454       249,825       251,439       235,173
shares outstanding -
diluted
                                                                             

(1)  See Attachment 16 for definitions and other terms.
      Three and nine months ended September 30, 2013 are impacted by $0.9
(2)   million and $3.4 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)   The net tax benefit from the one-time reversal of a valuation allowance
      from the Company's taxable REIT subsidiary ("TRS").
    


Attachment 2
                                                             
                                                                  
UDR, Inc.
Funds From Operations ^(1)
(Unaudited)
                                                                  
                        Three Months Ended          Nine Months Ended
                        September 30,               September 30,
In thousands, except   2013         2012         2013         2012
per share amounts
                                                                  
Net income/(loss)
attributable to UDR,    $ 3,188       $ (9,031  )   $ 8,112       $ 224,477
Inc.
                                                                  
Distributions to
preferred                 (931    )     (931    )     (2,793  )     (5,079   )
stockholders
Real estate
depreciation and
amortization,             84,266        88,223        252,839       266,944
including
discontinued
operations
Noncontrolling            47            (645    )     168           8,781
interests
Real estate
depreciation and
amortization on           10,514        6,852         25,462        22,634
unconsolidated joint
ventures
Net (gain)/loss on
the sale of
depreciable property      -             1,133         -             (243,649 )
in discontinued
operations, excluding
TRS
Premium on preferred
stock redemptions,       -           -           -           (2,791   )
net
Funds from operations   $ 97,084     $ 85,601     $ 283,788    $ 271,317  
("FFO") - basic
                                                                  
Distributions to
preferred                 931           931           2,793         2,793
stockholders - Series
E (Convertible)
                                                               
FFO, diluted ^(2)       $ 98,015     $ 86,532     $ 286,581    $ 274,110  
                                                                  
FFO per common share,   $ 0.37       $ 0.33       $ 1.09       $ 1.11     
basic
FFO per common share,   $ 0.37       $ 0.33       $ 1.09       $ 1.10     
diluted
                                                                  
Weighted average
number of common         259,308     259,231     259,305     244,588  
shares and OP Units
outstanding - basic
Weighted average
number of common
shares, OP Units, and
common stock
equivalents              263,813     263,631     263,818     248,984  
outstanding - diluted
                                                                  
Impact of adjustments
to FFO:
Acquisition-related
costs (including        $ -           $ 1,451       $ -           $ 2,230
joint ventures)
Joint venture
financing and             (36     )     -             (254    )     -
acquisition fees
Costs/(benefit)
associated with debt      -             -             178           (277     )
extinguishment and
tender offer
Redemption of             -             -             -             2,791
preferred stock
Gain on sale of TRS
property/marketable       -             -             -             (7,749   )
securities
Severance costs and
other restructuring       -             -             -             171
expense
Reversal of deferred
tax valuation             -             -             -             (22,876  )
allowance ^(2)
Hurricane-related        (4,059  )    -           (9,665  )    -        
recoveries, net ^(3)
                        $ (4,095  )   $ 1,451      $ (9,741  )   $ (25,710  )
                                                               
FFO as Adjusted,        $ 93,920     $ 87,983     $ 276,840    $ 248,400  
diluted ^(2)
                                                                  
FFO as Adjusted per     $ 0.36       $ 0.33       $ 1.05       $ 1.00     
common share, diluted
                                                                  
Recurring capital        (11,989 )    (12,848 )    (30,975 )    (32,736  )
expenditures
AFFO                    $ 81,931     $ 75,135     $ 245,865    $ 215,664  
                                                                  
AFFO per common         $ 0.31       $ 0.29       $ 0.93       $ 0.87     
share, diluted
                                                                             

(1)  See Attachment 16 for definitions and other terms.
      During 2012, the tax benefit related to the reversal of a deferred tax
      valuation allowance was excluded from FFO and FFO as Adjusted. In order
      to be consistent with the FFO definition per NAREIT, we have modified
(2)   our presentation to leave this benefit in 2012 FFO, and removed this
      benefit when computing FFO as Adjusted. As a result, 2012 YTD diluted
      FFO increased by $0.09 per share, and 2012 YTD FFO as Adjusted was
      unchanged.
      Adjustment primarily represents the portion of Hurricane Sandy insurance
      recoveries in 2013 that relate to the $9.3M in charges added back to FFO
      as Adjusted in 4Q 2012. The $2.4M difference between the $6.5M
      hurricane-related recoveries reflected on the Consolidated Statements of
      Operations for the three months ended September 30, 2013 and the $4.1M
      adjustment above represents the amount of 2013 business interruption
(3)   recoveries during the quarter. The $2.6M difference between the $12.3M
      hurricane-related recoveries reflected on the Consolidated Statements of
      Operations for the nine months ended September 30, 2013 and the $9.7M
      adjustment above represents the amount of 2013 business interruption
      recoveries during 2013. The business interruption insurance recoveries
      for the three and nine months ended September 30, 2013 are offset by
      lost rental revenues from the business interruption in 2013.
      

Attachment 3
                                                             
                                                                
UDR, Inc.
Consolidated Balance Sheets
                                                                
                                                                
                                               September 30,    December 31,
In thousands, except share and per share      2013            2012
amounts
                                               (unaudited)      (audited)
                                                                
ASSETS
                                                                
Real estate owned:
Real estate held for investment                $ 7,626,586      $ 7,564,780
Less: accumulated depreciation                  (2,153,141 )    (1,923,429 )
Real estate held for investment, net             5,473,445        5,641,351
Real estate under development
(net of accumulated depreciation of $2,524      486,948        489,795    
and $1,253)
Total real estate owned, net of accumulated      5,960,393        6,131,146
depreciation
                                                                
Cash and cash equivalents                        11,149           12,115
Restricted cash                                  23,022           23,561
Deferred financing costs, net                    27,269           24,990
Notes receivable, net                            66,707           64,006
Investment in and advances to unconsolidated     531,712          477,631
joint ventures, net
Other assets                                    135,814        125,654    
Total assets                                   $ 6,756,066     $ 6,859,103  
                                                                
LIABILITIES AND EQUITY
                                                                
Liabilities:
Secured debt                                   $ 1,381,794      $ 1,430,135
Unsecured debt                                   2,081,378        1,979,198
Real estate taxes payable                        29,052           14,076
Accrued interest payable                         26,702           30,937
Security deposits and prepaid rent               26,757           25,025
Distributions payable                            61,907           57,915
Accounts payable, accrued expenses, and         98,607         104,567    
other liabilities
Total liabilities                                3,706,197        3,641,853
                                                                
Redeemable noncontrolling interests in the       220,964          223,418
OP
                                                                
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             46,571           46,571
December 31, 2012)
Common stock, $0.01 par value; 350,000,000
shares authorized
250,743,021 shares issued and outstanding        2,507            2,501
(250,139,408 shares at December 31, 2012)
Additional paid-in capital                       4,106,751        4,098,882
Distributions in excess of net income            (1,321,202 )     (1,143,781 )
Accumulated other comprehensive loss, net       (6,608     )    (11,257    )
Total stockholders' equity                       2,828,019        2,992,916
Noncontrolling interests                        886            916        
Total equity                                    2,828,905      2,993,832  
Total liabilities and equity                   $ 6,756,066     $ 6,859,103  
                                                                             

Attachment 4(C)
                                                        
                                                            
UDR, Inc.
Selected Financial Information ^(1)
(Unaudited)
                                                            
                                                            Quarter Ended
Coverage Ratios                                        September 30, 2013
                                                            
Net income/(loss) attributable to                           $   3,188
UDR, Inc.
                                                            
Adjustments (includes continuing
and discontinued operations):
Interest expense                                                30,939
Real estate depreciation and                                    84,266
amortization
Real estate depreciation and
amortization on unconsolidated                                  10,514
joint ventures
Other depreciation and                                          1,176
amortization
Noncontrolling interests                                        47
Income tax expense/(benefit)                                   (2,658      )
EBITDA                                                      $   127,472     
                                                            
Joint venture financing and                                     (36         )
acquisition fees
Hurricane-related recoveries, net                              (4,059      )
EBITDA - adjusted for                                       $   123,377     
non-recurring items
                                                            
Annualized EBITDA - adjusted for                            $   493,508     
non-recurring items
                                                            
Interest expense                                            $   30,939
Capitalized interest expense                                   6,635       
Total interest                                              $   37,574
                                                            
Preferred dividends                                         $   931
                                                            
Total debt                                                  $   3,463,172
Cash                                                           11,149      
Net debt                                                    $   3,452,023   
                                                            
                                                            
Interest Coverage Ratio                                     3.39x
                                                            
Fixed Charge Coverage Ratio                                 3.31x
                                                            
                                                            
Interest Coverage Ratio - adjusted                          3.28x
for non-recurring items
                                                            
Fixed Charge Coverage Ratio -                               3.20x
adjusted for non-recurring items
                                                            
Net Debt-to-EBITDA, adjusted for                            7.0x
non-recurring items
                                                            
                                                      
                                                            
Debt Covenant Overview
                                                            
Unsecured Line of Credit Covenants  Required  Actual     Compliance
^(2)
                                                            
Maximum Leverage Ratio               ≤60.0%     40.1   %    Yes
Minimum Fixed Charge Coverage        ≥1.5       2.7         Yes
Ratio
Maximum Secured Debt Ratio           ≤40.0%     20.0   %    Yes
Minimum Unencumbered Pool Leverage   ≥150.0%    310.0  %    Yes
Ratio
                                                            
                                                            
Senior Unsecured Note Covenants     Required  Actual     Compliance
^(3)
                                                            
Debt as a percentage of Total        ≤60.0%     39.0   %    Yes
Assets
Consolidated Income Available for
Debt Service to Annual Service       ≥1.5       3.1         Yes
Charge
Secured Debt as a percentage of      ≤40.0%     15.5   %    Yes
Total Assets
Total Unencumbered Assets to         ≥150.0%    317.8  %    Yes
Unsecured Debt
                                                            
                                                            
Securities Ratings                  Debt      Preferred  Outlook
                                                            
Moody's Investors Service            Baa2       Baa3        Positive
Standard & Poor's                    BBB        BB+         Stable
                                                            
                                                            
(1) See Attachment 16 for definition and other terms.
(2) As defined in our Credit Agreement dated October 25, 2011 as amended June
6, 2013.
(3) As defined in our indenture dated November 1, 1995 as amended,
supplemented or modified from time to time.



Attachment 16(D)
                                                      
                                                            
UDR, Inc.
Definitions and Reconciliations
September 30, 2013
(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 loss per share for full year 2013 and third quarter of 2013 to
forecasted FFO, FFO as Adjusted and AFFO per share:
                                                            
                                                            
                                    Full Year 2013
                                    Low                    High
                                                            
Forecasted earnings per             $    -                  $    0.02
diluted share
Conversion from GAAP share               (0.08    )              (0.08    )
count
Depreciation                             1.51                    1.51
Noncontrolling Interests                 (0.01    )              (0.01    )
Preferred Dividends                     0.01                 0.01     
Forecasted FFO per diluted          $    1.43             $    1.45     
share
TRS gains from asset sales               -                       (0.01    )
Hurricane-related recoveries,            (0.04    )              (0.04    )
net
Other                                   (0.01    )            -        
Forecasted FFO as Adjusted          $    1.38             $    1.40     
per diluted share
Recurring capital                       (0.16    )            (0.16    )
expenditures
Forecasted AFFO per diluted         $    1.22             $    1.24     
share
                                                            
                                                            
                                                            
                                    4Q 2013
                                    Low                    High
                                                            
Forecasted earnings per             $    (0.02    )         $    -
diluted share
Conversion from GAAP share               (0.02    )              (0.02    )
count
Depreciation                             0.38                    0.38
Noncontrolling Interests                 (0.00    )              (0.00    )
Preferred Dividends                     0.00                 0.00     
Forecasted FFO per diluted          $    0.34             $    0.36     
share
TRS gains from asset sales               -                       (0.01    )
Other                                   (0.01    )            -        
Forecasted FFO as Adjusted          $    0.33             $    0.35     
per diluted share
Recurring capital                       (0.04    )            (0.04    )
expenditures
Forecasted AFFO per diluted         $    0.29             $    0.31     
share
                                                                          

Contact:

UDR, Inc.
Chris Van Ens, 720-348-7762