As of October 29, 2024

Same-Store Metric

2Q 2024

as reported

3Q 2024

as reported

Oct 2024

Weighted Average Physical Occupancy

96.8%

96.3%

96.5% to 96.7%

Effective Blended Lease Rate Growth⁽²⁾

2.4%

1.8%

(0.4)% to 0.2%

⁽¹⁾

Metrics are as of October 29, 2024 for the Company’s Same-Store residential portfolio and are subject to change.

⁽²⁾

The Company defines Effective Blended Lease Rate Growth as the combined proportional growth as a result of (a) Effective New Lease Rate Growth and (b) Effective Renewal Lease Rate Growth. Management considers Effective Blended Lease Rate Growth a useful metric for investors as it assesses combined proportional market-level new and in-place demand trends. Please refer to the "Definitions and Reconciliations" section of the Company’s related quarterly Supplement for additional details.

Region

Revenue

Growth /

(Decline)

Expense

Growth /

(Decline)

NOI

Growth /

(Decline)

% of Same-Store

Portfolio⁽¹⁾

Physical

Occupancy⁽²⁾

YOY Change in

Occupancy

West

1.8

%

2.2

%

1.6

%

31.1

%

96.3

%

(0.3

)%

Mid-Atlantic

2.4

%

2.6

%

2.3

%

20.8

%

96.4

%

(0.5

)%

Northeast

2.8

%

4.2

%

2.1

%

18.4

%

96.5

%

(0.2

)%

Southeast

(1.0

)%

(0.4

)%

(1.2

)%

13.7

%

95.9

%

(0.5

)%

Southwest

(2.2

)%

0.8

%

(3.9

)%

9.1

%

96.3

%

(0.5

)%

Other Markets

(0.4

)%

(0.7

)%

(0.2

)%

6.9

%

96.6

%

0.1

%

Total

1.2

%

2.0

%

0.8

%

100.0

%

96.3

%

(0.4

)%

⁽¹⁾

Based on 3Q 2024 Same-Store NOI. For definitions of terms, please refer to the "Definitions and Reconciliations" section of the Company’s related quarterly Supplement.

⁽²⁾

Weighted average Same-Store physical occupancy for the quarter.

Region

Revenue

Growth /

(Decline)

Expense

Growth /

(Decline)

NOI

Growth /

(Decline)

% of Same-Store

Portfolio⁽¹⁾

Physical

Occupancy⁽²⁾

Sequential

Change in

Occupancy

West

1.6

%

3.5

%

0.9

%

31.1

%

96.3

%

(0.3

)%

Mid-Atlantic

1.5

%

2.5

%

1.1

%

20.8

%

96.4

%

(0.7

)%

Northeast

2.0

%

6.4

%

(0.3

)%

18.4

%

96.5

%

(0.7

)%

Southeast

(1.0

)%

(0.5

)%

(1.3

)%

13.7

%

95.9

%

(0.7

)%

Southwest

(0.8

)%

(2.7

)%

0.3

%

9.1

%

96.3

%

(0.4

)%

Other Markets

0.4

%

4.1

%

(1.2

)%

6.9

%

96.6

%

(0.1

)%

Total

0.9

%

2.6

%

0.2

%

100.0

%

96.3

%

(0.5

)%

⁽¹⁾

Based on 3Q 2024 Same-Store NOI. For definitions of terms, please refer to the "Definitions and Reconciliations" section of the Company’s related quarterly Supplement.

⁽²⁾

Weighted average Same-Store physical occupancy for the quarter.

Region

Revenue

Growth /

(Decline)

Expense

Growth /

(Decline)

NOI

Growth /

(Decline)

% of Same-Store

Portfolio⁽¹⁾

Physical

Occupancy⁽²⁾

YTD YOY

Change in

Occupancy

West

2.6

%

4.3

%

2.0

%

31.4

%

96.7

%

0.2

%

Mid-Atlantic

3.5

%

4.9

%

2.9

%

20.9

%

96.9

%

0.1

%

Northeast

3.6

%

6.5

%

2.0

%

18.5

%

97.0

%

0.0

%

Southeast

0.7

%

1.7

%

0.2

%

14.2

%

96.4

%

0.2

%

Southwest

(0.6

)%

2.4

%

(2.3

)%

8.7

%

96.6

%

0.0

%

Other Markets

1.3

%

6.6

%

(0.8

)%

6.3

%

96.9

%

0.2

%

Total

2.3

%

4.4

%

1.4

%

100.0

%

96.7

%

0.1

%

⁽¹⁾

Based on YTD 2024 Same-Store NOI. For definitions of terms, please refer to the "Definitions and Reconciliations" section of the Company’s related quarterly Supplement.

⁽²⁾

Weighted average Same-Store physical occupancy for YTD 2024.

Community / Type

Location

(MSA)

Apartment

Homes

Investment

Type

Commitment

($ millions)

Last

Dollar

LTV⁽¹⁾

Rate of

Return

Stabilized Portfolio / Recapitalization

Portland, OR

818

Preferred Equity

$35.0

75%

10.75%

⁽¹⁾

The capital structure for this portfolio includes, in order of seniority, senior loans that represent approximately 57.5 percent of property value, UDR’s preferred equity investment that represents the next approximately 17.5 percent of property value, and sponsor equity representing the remaining approximately 25 percent of property value, with these percentages based on the transaction value.

Quarter Ended September 30

Balance Sheet Metric

3Q 2024

3Q 2023

Change

Weighted Average Interest Rate

3.43%

3.37%

0.06%

Weighted Average Years to Maturity⁽¹⁾

5.4

5.9

(0.5)

Consolidated Fixed Charge Coverage Ratio

4.9x

5.2x

(0.3)x

Consolidated Debt as a percentage of Total Assets

32.9%

32.8%

0.1%

Consolidated Net Debt-to-EBITDAre⁽²⁾

5.6x

5.7x

(0.1)x

⁽¹⁾

If the Company’s commercial paper balance was refinanced using its line of credit, the weighted average years to maturity would have been 5.6 years with and without extensions for 3Q 2024 and 6.0 years without extensions and 6.1 years with extensions for 3Q 2023.

⁽²⁾

Defined as EBITDAre - adjusted for non-recurring items. A reconciliation of GAAP Net Income per share to EBITDAre - adjusted for non-recurring items and GAAP Total Debt to Net Debt can be found on Attachment 4(C) of the Company’s related quarterly Supplement.

Attachment 14(A)

Definitions and Reconciliations

September 30, 2024

(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") attributable to common stockholders and unitholders: The Company defines AFFO as FFO as Adjusted attributable to common stockholders and unitholders less recurring capital expenditures on consolidated communities 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/(loss) attributable to common stockholders 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 enables 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/(loss) (determined in accordance with GAAP) as an indication of financial performance, or as an alternative to cash flow 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/(loss) attributable to common stockholders to AFFO is provided on Attachment 2.

Consolidated Fixed Charge Coverage Ratio – adjusted for non-recurring items: The Company defines Consolidated Fixed Charge Coverage Ratio – adjusted for non-recurring items as Consolidated Interest Coverage Ratio – adjusted for non-recurring items divided by total consolidated interest, excluding the impact of costs associated with debt extinguishment, plus preferred dividends.

Management considers Consolidated Fixed Charge Coverage Ratio – adjusted for non-recurring items a useful metric for investors as it provides ratings agencies, investors and lenders with a widely used measure of the Company’s ability to service its consolidated debt obligations as well as compare leverage against that of its peer REITs. A reconciliation of the components that comprise Consolidated Fixed Charge Coverage Ratio – adjusted for non-recurring items is provided on Attachment 4(C) of the Company's quarterly supplemental disclosure.

Consolidated Interest Coverage Ratio – adjusted for non-recurring items: The Company defines Consolidated Interest Coverage Ratio – adjusted for non-recurring items as Consolidated EBITDAre – adjusted for non-recurring items divided by total consolidated interest, excluding the impact of costs associated with debt extinguishment.

Management considers Consolidated Interest Coverage Ratio – adjusted for non-recurring items a useful metric for investors as it provides ratings agencies, investors and lenders with a widely-used measure of the Company’s ability to service its consolidated debt obligations as well as compare leverage against that of its peer REITs. A reconciliation of the components that comprise Consolidated Interest Coverage Ratio - adjusted for non-recurring items is provided on Attachment 4(C) of the Company's quarterly supplemental disclosure.

Consolidated Net Debt-to-EBITDAre – adjusted for non-recurring items: The Company defines Consolidated Net Debt-to-EBITDAre – adjusted for non-recurring items as total consolidated debt net of cash and cash equivalents divided by annualized Consolidated EBITDAre – adjusted for non-recurring items. Consolidated EBITDAre – adjusted for non-recurring items is defined as EBITDAre excluding the impact of income/(loss) from unconsolidated entities, adjustments to reflect the Company’s share of EBITDAre of unconsolidated joint ventures and other non-recurring items including, but not limited to casualty-related charges/(recoveries), net of wholly owned communities.

Management considers Consolidated Net Debt-to-EBITDAre – adjusted for non-recurring items a useful metric for investors as it provides ratings agencies, investors and lenders with a widely-used measure of the Company’s ability to service its consolidated debt obligations as well as compare leverage against that of its peer REITs. A reconciliation between net income/(loss) and Consolidated EBITDAre – adjusted for non-recurring items is provided on Attachment 4(C) of the Company's quarterly supplemental disclosure.

Controllable Expenses: The Company refers to property operating and maintenance expenses as Controllable Expenses.

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.

Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (EBITDAre): The Company defines EBITDAre as net income/(loss) (computed in accordance with GAAP), plus interest expense, including costs associated with debt extinguishment, plus real estate depreciation and amortization, plus other depreciation and amortization, plus (minus) income tax provision/(benefit), net, (minus) plus net gain/(loss) on the sale of depreciable real estate owned, plus impairment write-downs of depreciable real estate, plus the adjustments to reflect the Company’s share of EBITDAre of unconsolidated joint ventures. The Company computes EBITDAre in accordance with standards established by the National Association of Real Estate Investment Trusts, or Nareit, which may not be comparable to EBITDAre reported by other REITs that do not compute EBITDAre in accordance with the Nareit definition, or that interpret the Nareit definition differently than the Company does. The White Paper on EBITDAre was approved by the Board of Governors of Nareit in September 2017.

Management considers EBITDAre a useful metric for investors as it provides an additional indicator of the Company’s ability to incur and service debt, and enables investors to assess our performance against that of its peer REITs. EBITDAre 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. EBITDAre 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 between net income/(loss) and EBITDAre is provided on Attachment 4(C) of the Company's quarterly supplemental disclosure.

Effective Blended Lease Rate Growth: The Company defines Effective Blended Lease Rate Growth as the combined proportional growth as a result of Effective New Lease Rate Growth and Effective Renewal Lease Rate Growth. Management considers Effective Blended Lease Rate Growth a useful metric for investors as it assesses combined proportional market-level, new and in-place demand trends.

Effective New Lease Rate Growth: The Company defines Effective New Lease Rate Growth as the increase in gross potential rent realized less concessions on a straight-line basis for the new lease term (current effective rent) versus prior resident effective rent for the prior lease term on 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 concessions on a straight-line basis for the new lease term (current effective rent) versus prior effective rent for the prior lease term on 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 it does not represent the date of stabilization.

Attachment 14(B)

Definitions and Reconciliations

September 30, 2024

(Unaudited)

Funds from Operations as Adjusted ("FFO as Adjusted") attributable to common stockholders and unitholders: The Company defines FFO as Adjusted attributable to common stockholders and unitholders as FFO excluding the impact of other non-comparable items including, but not limited to, acquisition-related costs, prepayment costs/benefits associated with early debt retirement, impairment write-downs or gains and losses on sales of real estate or other assets incidental to the main business of the Company and income taxes directly associated with those gains and losses, casualty-related expenses and recoveries, severance costs and legal and other 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/(loss) attributable to common stockholders 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 flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity. A reconciliation from net income attributable to common stockholders to FFO as Adjusted is provided on Attachment 2.

Funds from Operations ("FFO") attributable to common stockholders and unitholders: The Company defines FFO attributable to common stockholders and unitholders as net income/(loss) attributable to common stockholders (computed in accordance with GAAP), excluding impairment write-downs of depreciable real estate related to the main business of the Company or of investments in non-consolidated investees that are directly attributable to decreases in the fair value of depreciable real estate held by the investee, gains and losses from sales of depreciable real estate related to the main business of the Company and income taxes directly associated with those gains and losses, plus real estate depreciation and amortization, and after adjustments for noncontrolling interests, and the Company’s share of unconsolidated partnerships and joint ventures. This definition conforms with the National Association of Real Estate Investment Trust's definition issued in April 2002 and restated in November 2018. In the computation of diluted FFO, if OP Units, DownREIT Units, unvested restricted stock, unvested LTIP Units, stock options, and the shares of Series E Cumulative Convertible Preferred Stock are dilutive, they are included in the diluted share count.

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/(loss) attributable to common stockholders 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.

Joint Venture Reconciliation at UDR's weighted average ownership interest:

In thousands

3Q 2024

YTD 2024

Income/(loss) from unconsolidated entities

$

(1,880

)

$

11,251

Management fee

875

2,574

Interest expense

4,744

13,682

Depreciation

12,315

39,776

General and administrative

132

481

Preferred Equity Program (excludes loans)

(9,071

)

(25,670

)

Other (income)/expense

(43

)

(91

)

Realized and unrealized (gain)/loss on real estate technology investments, net of tax

(492

)

(5,949

)

Impairment loss from unconsolidated joint ventures

8,083

8,083

Total Joint Venture NOI at UDR's Ownership Interest

$

14,663

$

44,137

Net Operating Income ("NOI"): The Company defines NOI as rental income less direct property rental expenses. Rental income represents gross market rent and other revenues 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 3.25% of property revenue, and land rent. Property management expense covers costs directly related to consolidated property operations, inclusive of corporate management, regional supervision, accounting and other costs.

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/(loss) attributable to UDR, Inc. to NOI is provided below.

In thousands

3Q 2024

2Q 2024

1Q 2024

4Q 2023

3Q 2023

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

$

22,597

$

28,883

$

43,149

$

32,986

$

32,858

Property management

13,588

13,433

13,379

13,354

13,271

Other operating expenses

6,382

7,593

6,828

8,320

4,611

Real estate depreciation and amortization

170,276

170,488

169,858

170,643

167,551

Interest expense

50,214

47,811

48,062

47,347

44,664

Casualty-related charges/(recoveries), net

1,473

998

6,278

(224

)

(1,928

)

General and administrative

20,890

20,136

17,810

20,838

15,159

Tax provision/(benefit), net

(156

)

386

337

93

428

(Income)/loss from unconsolidated entities

1,880

(4,046

)

(9,085

)

20,219

(5,508

)

Interest income and other (income)/expense, net

(6,159

)

(6,498

)

(5,865

)

(9,371

)

3,069

Joint venture management and other fees

(2,072

)

(1,992

)

(1,965

)

(2,379

)

(1,772

)

Other depreciation and amortization

4,029

4,679

4,316

4,397

3,692

(Gain)/loss on sale of real estate owned

-

-

(16,867

)

(25,308

)

-

Net income/(loss) attributable to noncontrolling interests

1,480

2,130

3,161

2,975

2,561

Total consolidated NOI

$

284,422

$

284,001

$

279,396

$

283,890

$

278,656

Attachment 14(C)

Definitions and Reconciliations

September 30, 2024

(Unaudited)

NOI Enhancing Capital Expenditures ("Cap Ex"): The Company defines NOI Enhancing Capital Expenditures as expenditures that result in increased income generation or decreased expense growth over time.

Management considers NOI 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 or to decrease expenses.

Non-Mature Communities: 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.

Other Markets: The Company defines Other Markets as the accumulation of individual markets where it operates less than 1,000 Same-Store homes. Management considers Other Markets a useful metric as the operating results for the individual markets are not representative of the fundamentals for those markets as a whole.

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 Communities: The Company defines QTD Same-Store Communities as those communities Stabilized for five full consecutive quarters. These communities were owned and had stabilized operating expenses as of the beginning of the quarter in the prior year, were not in process of any substantial redevelopment activities, and were not held for disposition.

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 substantial redevelopment is in progress. Based upon the level of material impact the redevelopment has on the community (operations, occupancy levels, and future rental rates), the community may or may not maintain Stabilization. As such, for each redevelopment, the Company assesses whether the community remains in Same-Store.

Sold Communities: The Company defines Sold Communities as those communities that were disposed of prior to the end of the most recent quarter.

Stabilization/Stabilized: The Company defines Stabilization/Stabilized 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 have reached Stabilization but are not yet in the same-store portfolio.

Total Revenue per Occupied Home: The Company defines Total Revenue per Occupied Home as rental and other revenues with concessions reported on a straight-line basis, 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.

TRS: The Company’s taxable REIT subsidiaries ("TRS") focus on making investments and providing services that are otherwise not allowed to be made or provided by a REIT.

YTD Same-Store Communities: The Company defines YTD Same-Store Communities as those communities Stabilized for two full consecutive calendar years. These communities were owned and had stabilized operating expenses as of the beginning of the prior year, were not in process of any substantial redevelopment activities, and were not held for disposition.

Attachment 1

Consolidated Statements of Operations

(Unaudited) ⁽¹⁾

Three Months Ended

Nine Months Ended

September 30,

September 30,

In thousands, except per share amounts

2024

2023

2024

2023

REVENUES:

Rental income ⁽²⁾

$

418,088

$

408,359

$

1,243,085

$

1,209,764

Joint venture management and other fees

2,072

1,772

6,029

4,464

Total revenues

420,160

410,131

1,249,114

1,214,228

OPERATING EXPENSES:

Property operating and maintenance

76,484

71,599

220,405

205,294

Real estate taxes and insurance

57,182

58,104

174,861

173,590

Property management

13,588

13,271

40,400

39,317

Other operating expenses

6,382

4,611

20,803

11,902

Real estate depreciation and amortization

170,276

167,551

510,622

505,776

General and administrative

20,890

15,159

58,836

49,091

Casualty-related charges/(recoveries), net

1,473

(1,928

)

8,749

3,362

Other depreciation and amortization

4,029

3,692

13,024

11,022

Total operating expenses

350,304

332,059

1,047,700

999,354

Gain/(loss) on sale of real estate owned

-

-

16,867

325,885

Operating income

69,856

78,072

218,281

540,759

Income/(loss) from unconsolidated entities ⁽²⁾⁽³⁾

(1,880

)

5,508

11,251

24,912

Interest expense

(50,214

)

(44,664

)

(146,087

)

(133,519

)

Interest income and other income/(expense), net

6,159

(3,069

)

18,522

8,388

Income/(loss) before income taxes

23,921

35,847

101,967

440,540

Tax (provision)/benefit, net

156

(428

)

(567

)

(2,013

)

Net Income/(loss)

24,077

35,419

101,400

438,527

Net (income)/loss attributable to redeemable noncontrolling interests in the OP and DownREIT Partnership

(1,574

)

(2,554

)

...

(6,736

)

(27,137

)

Net (income)/loss attributable to noncontrolling interests

94

(7

)

(35

)

(23

)

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

22,597

32,858

94,629

411,367

Distributions to preferred stockholders - Series E (Convertible)

(1,197

)

(1,221

)

(3,638

)

(3,626

)

Net income/(loss) attributable to common stockholders

$

21,400

$

31,637

$

90,991

$

407,741

Income/(loss) per weighted average common share - basic:

$

0.06

$

0.10

$

0.28

$

1.24

Income/(loss) per weighted average common share - diluted:

$

0.06

$

0.10

$

0.28

$

1.24

Common distributions declared per share

$

0.425

$

0.42

$

1.275

$

1.26

Weighted average number of common shares outstanding - basic

329,421

328,760

329,101

328,835

Weighted average number of common shares outstanding - diluted

330,557

329,201

329,755

329,283

(1) See Attachment 14 for definitions and other terms.

(2) As of September 30, 2024, UDR's residential accounts receivable balance, net of its reserve, was $5.9 million, including its share from unconsolidated joint ventures. The unreserved amount is based on probability of collection.

(3) During the three months ended September 30, 2024, UDR recorded an $8.1 million non-cash impairment loss related to the Junction preferred equity investment.

Attachment 2

Funds From Operations

(Unaudited) ⁽¹⁾

Three Months Ended

Nine Months Ended

September 30,

September 30,

In thousands, except per share and unit amounts

2024

2023

2024

2023

Net income/(loss) attributable to common stockholders

$

21,400

$

31,637

$

90,991

$

407,741

Real estate depreciation and amortization

170,276

167,551

510,622

505,776

Noncontrolling interests

1,480

2,561

6,771

27,160

Real estate depreciation and amortization on unconsolidated joint ventures

12,546

13,149

40,928

29,329

Impairment loss from unconsolidated joint ventures ⁽²⁾

8,083

-

8,083

-

Net (gain)/loss on the sale of depreciable real estate owned, net of tax

-

-

(16,867

)

(324,770

)

Funds from operations ("FFO") attributable to common stockholders and unitholders, basic

$

213,785

$

214,898

$

640,528

$

645,236

Distributions to preferred stockholders - Series E (Convertible) ⁽³⁾

1,197

1,221

3,638

3,626

FFO attributable to common stockholders and unitholders, diluted

$

214,982

$

216,119

$

644,166

$

648,862

FFO per weighted average common share and unit, basic

$

0.61

$

0.61

$

1.81

$

1.84

FFO per weighted average common share and unit, diluted

$

0.60

$

0.61

$

1.81

$

1.83

Weighted average number of common shares and OP/DownREIT Units outstanding, basic

353,275

351,271

353,299

350,534

Weighted average number of common shares, OP/DownREIT Units, and common stock equivalents outstanding, diluted

357,226

354,620

356,811

353,890

Impact of adjustments to FFO:

Variable upside participation on preferred equity investment, net

$

-

$

-

$

-

$

(204

)

Legal and other costs

1,551

364

6,995

(894

)

Realized and unrealized (gain)/loss on real estate technology investments, net of tax

3

7,931

(4,613

)

(179

)

Severance costs

3,018

-

4,550

-

Casualty-related charges/(recoveries)

1,473

(1,928

)

8,749

3,362

Total impact of adjustments to FFO

$

6,045

$

6,367

$

15,681

$

2,085

FFO as Adjusted attributable to common stockholders and unitholders, diluted

$

221,027

$

222,486

$

659,847

$

650,947

FFO as Adjusted per weighted average common share and unit, diluted

$

0.62

$

0.63

$

1.85

$

1.84

Recurring capital expenditures, inclusive of unconsolidated joint ventures

(29,898

)

(27,139

)

(73,496

)

(60,784

)

AFFO attributable to common stockholders and unitholders, diluted

$

191,129

$

195,347

$

586,351

$

590,163

AFFO per weighted average common share and unit, diluted

$

0.54

$

0.55

$

1.64

$

1.67

(1) See Attachment 14 for definitions and other terms.

(2) See Attachment 1, footnote 3 for further details.

(3) Series E cumulative convertible preferred shares are dilutive for purposes of calculating FFO per share for the three and nine months ended September 30, 2024 and September 30, 2023. Consequently, distributions to Series E cumulative convertible preferred stockholders are added to FFO and the weighted average number of Series E cumulative convertible preferred shares are included in the denominator when calculating FFO per common share and unit, diluted.

Attachment 3

Consolidated Balance Sheets

(Unaudited) ⁽¹⁾

September 30,

December 31,

In thousands, except share and per share amounts

2024

2023

ASSETS

Real estate owned:

Real estate held for investment

$

16,152,262

$

15,757,456

Less: accumulated depreciation

(6,739,674

)

(6,242,686

)

Real estate held for investment, net

9,412,588

9,514,770

Real estate under development

(net of accumulated depreciation of $0 and $184)

-

160,220

Real estate held for disposition

(net of accumulated depreciation of $0 and $24,960)

-

81,039

Total real estate owned, net of accumulated depreciation

9,412,588

9,756,029

Cash and cash equivalents

2,285

2,922

Restricted cash

33,267

31,944

Notes receivable, net

280,006

228,825

Investment in and advances to unconsolidated joint ventures, net

966,227

952,934

Operating lease right-of-use assets

187,918

190,619

Other assets

197,473

209,969

Total assets

$

11,079,764

$

11,373,242

LIABILITIES AND EQUITY

Liabilities:

Secured debt

$

1,140,692

$

1,277,713

Unsecured debt

4,724,571

4,520,996

Operating lease liabilities

183,181

185,836

Real estate taxes payable

68,816

47,107

Accrued interest payable

28,773

47,710

Security deposits and prepaid rent

49,727

50,528

Distributions payable

151,755

149,600

Accounts payable, accrued expenses, and other liabilities

119,202

141,311

Total liabilities

6,466,717

6,420,801

Redeemable noncontrolling interests in the OP and DownREIT Partnership

1,098,987

961,087

Equity:

Preferred stock, no par value; 50,000,000 shares authorized at September 30, 2024 and December 31, 2023:

2,600,678 shares of 8.00% Series E Cumulative Convertible issued and outstanding (2,686,308 shares at December 31, 2023)

43,192

44,614

11,355,829 shares of Series F outstanding (11,867,730 shares at December 31, 2023)

1

1

Common stock, $0.01 par value; 450,000,000 shares authorized at September 30, 2024 and December 31, 2023:

329,926,696 shares issued and outstanding (329,014,512 shares at December 31, 2023)

3,299

3,290

Additional paid-in capital

7,526,910

7,493,217

Distributions in excess of net income

(4,064,283

)

(3,554,892

)

Accumulated other comprehensive income/(loss), net

4,606

4,914

Total stockholders' equity

3,513,725

3,991,144

Noncontrolling interests

335

210

Total equity

3,514,060

3,991,354

Total liabilities and equity

$

11,079,764

$

11,373,242

(1) See Attachment 14 for definitions and other terms.

Attachment 4(C)

Selected Financial Information

(Dollars in Thousands)

(Unaudited) ⁽¹⁾

Quarter Ended

Coverage Ratios

September 30, 2024

Net income/(loss)

$

24,077

Adjustments:

Interest expense, including debt extinguishment and other associated costs

50,214

Real estate depreciation and amortization

170,276

Other depreciation and amortization

4,029

Tax provision/(benefit), net

(156

)

Impairment loss from unconsolidated joint ventures

8,083

Adjustments to reflect the Company's share of EBITDAre of unconsolidated joint ventures

17,290

EBITDAre

$

273,813

Casualty-related charges/(recoveries), net

1,473

Legal and other costs

1,551

Severance costs

3,018

Realized and unrealized (gain)/loss on real estate technology investments

495

(Income)/loss from unconsolidated entities

1,880

Adjustments to reflect the Company's share of EBITDAre of unconsolidated joint ventures

(17,290

)

Management fee expense on unconsolidated joint ventures

(875

)

Consolidated EBITDAre - adjusted for non-recurring items

$

264,065

Annualized consolidated EBITDAre - adjusted for non-recurring items

$

1,056,260

Interest expense, including debt extinguishment and other associated costs

50,214

Capitalized interest expense

2,046

Total interest

$

52,260

Preferred dividends

$

1,197

Total debt

$

5,865,263

Cash

(2,285

)

Net debt

$

5,862,978

Consolidated Interest Coverage Ratio - adjusted for non-recurring items

5.1

x

Consolidated Fixed Charge Coverage Ratio - adjusted for non-recurring items

4.9

x

Consolidated Net Debt-to-EBITDAre - adjusted for non-recurring items

5.6

x

Debt Covenant Overview

Unsecured Line of Credit Covenants ⁽²⁾

Required

Actual

Compliance

Maximum Leverage Ratio

≤60.0%

31.6%

⁽²⁾

Yes

Minimum Fixed Charge Coverage Ratio

≥1.5x

4.8x

Yes

Maximum Secured Debt Ratio

≤40.0%

9.8%

Yes

Minimum Unencumbered Pool Leverage Ratio

≥150.0%

372.5%

Yes

Senior Unsecured Note Covenants ⁽³⁾

Required

Actual

Compliance

Debt as a percentage of Total Assets

≤65.0%

33.0%

⁽³⁾

Yes

Consolidated Income Available for Debt Service to Annual Service Charge

≥1.5x

5.5x

Yes

Secured Debt as a percentage of Total Assets

≤40.0%

6.4%

Yes

Total Unencumbered Assets to Unsecured Debt

≥150.0%

313.2%

Yes

Securities Ratings

Debt

Outlook

Commercial Paper

Moody's Investors Service

Baa1

Stable

P-2

S&P Global Ratings

BBB+

Stable

A-2

Gross

% of

Number of

3Q 2024 NOI ⁽¹⁾

Carrying Value

Total Gross

Asset Summary

Homes

($000s)

% of NOI

($000s)

Carrying Value

Unencumbered assets

46,759

$

248,346

87.3

%

$

14,130,164

87.5

%

Encumbered assets

8,940

36,076

12.7

%

2,022,098

12.5

%

55,699

$

284,422

100.0

%

$

16,152,262

100.0

%

(1) See Attachment 14 for definitions and other terms.

(2) As defined in our credit agreement dated September 15, 2021, as amended.

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

Attachment 14(D)

Definitions and Reconciliations

September 30, 2024

(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 2024 and fourth quarter of 2024 to forecasted FFO, FFO as Adjusted and AFFO per share and unit:

Full-Year 2024

Low

High

Forecasted net income per diluted share

$

0.38

$

0.40

Conversion from GAAP share count

(0.02

)

(0.02

)

Net gain on the sale of depreciable real estate owned

(0.05

)

(0.05

)

Impairment loss from unconsolidated joint ventures

0.02

0.02

Depreciation

2.06

2.06

Noncontrolling interests

0.02

0.02

Preferred dividends

0.01

0.01

Forecasted FFO per diluted share and unit

$

2.42

$

2.44

Legal and other costs

0.02

0.02

Severance costs and other restructuring expense

0.01

0.01

Casualty-related charges/(recoveries)

0.03

0.03

Realized/unrealized (gain)/loss on real estate technology investments

(0.01

)

(0.01

)

Forecasted FFO as Adjusted per diluted share and unit

$

2.47

$

2.49

Recurring capital expenditures

(0.26

)

(0.26

)

Forecasted AFFO per diluted share and unit

$

2.21

$

2.23

4Q 2024

Low

High

Forecasted net income per diluted share

$

0.10

$

0.12

Conversion from GAAP share count

(0.01

)

(0.01

)

Depreciation

0.51

0.51

Noncontrolling interests

0.01

0.01

Preferred dividends

-

-

Forecasted FFO per diluted share and unit

$

0.61

$

0.63

Legal and other costs

-

-

Severance costs and other restructuring expense

-

-

Casualty-related charges/(recoveries)

0.01

0.01

Realized/unrealized (gain)/loss on real estate technology investments

-

-

Forecasted FFO as Adjusted per diluted share and unit

$

0.62

$

0.64

Recurring capital expenditures

(0.06

)

(0.06

)

Forecasted AFFO per diluted share and unit

$

0.56

$

0.58