UDR (UDR) 10-Q 1 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	Apr. 29, 2019
Entity information
Entity Registrant Name	UDR, Inc.
Entity Central Index Key	0000074208
Document Type	10-Q
Document period end date	Mar. 31, 2019
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		281,794,814
Entity Small Business	false
Entity Emerging Growth Company	false
United Dominion Reality L.P.
Entity information
Entity Registrant Name	United Dominion Realty, L.P.
Entity Central Index Key	0001018254
Document Type	10-Q
Document period end date	Mar. 31, 2019
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Real estate owned:
Real estate held for investment	$ 10,680,555	$ 10,196,159
Less: accumulated depreciation	(3,764,099)	(3,654,160)
Total real estate owned, net of accumulated depreciation	6,916,456	6,541,999
Cash and cash equivalents	1,043	185,216
Restricted cash	23,111	23,675
Notes receivable, net	36,974	42,259
Investment in and advances to unconsolidated joint ventures, net	749,100	780,869
Operating lease right-of-use assets	94,145
Other assets	134,896	137,710
Total assets	7,955,725	7,711,728
Liabilities:
Secured debt, net	599,796	601,227
Unsecured debt, net	2,990,033	2,946,560
Operating lease liabilities	88,218
Real estate taxes payable	27,205	20,608
Accrued interest payable	29,397	38,747
Security deposits and prepaid rent	36,332	35,060
Distributions payable	105,548	97,666
Accounts payable, accrued expenses, and other liabilities	65,334	76,343
Total liabilities	3,941,863	3,816,211
Commitments and contingencies (Note 13)
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	1,051,498	972,740
Equity:
Common stock, $0.01 par value; 350,000,000 shares authorized: 281,791,932 and 275,545,900 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively	2,818	2,755
Additional paid-in capital	5,184,195	4,920,732
Distributions in excess of net income	(2,281,262)	(2,063,996)
Accumulated other comprehensive income/(loss), net	(2,970)	(67)
Total stockholders’ equity	2,948,982	2,905,625
Noncontrolling interests	13,382	17,152
Total equity	2,962,364	2,922,777
Total liabilities and equity	7,955,725	7,711,728
8.00% Series E Cumulative Convertible Preferred Stock
Equity:
Preferred stock, no par value; 50,000,000 shares authorized:	46,200	46,200
Series F
Equity:
Preferred stock, no par value; 50,000,000 shares authorized:	$ 1	$ 1

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Equity:
Preferred stock, no par value	$ 0	$ 0
Preferred stock, shares authorized	50,000,000	50,000,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	350,000,000	350,000,000
Common stock, shares issued	281,791,932	275,545,900
Common stock, shares outstanding	281,791,932	275,545,900
8.00% Series E Cumulative Convertible Preferred Stock
Equity:
Preferred stock, dividend rate percentage	8.00%	8.00%
Preferred stock, shares issued	2,780,994	2,780,994
Preferred stock, shares outstanding	2,780,994	2,780,994
Series F
Equity:
Preferred stock, shares issued	15,797,155	15,802,393
Preferred stock, shares outstanding	15,797,155	15,802,393

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
REVENUES:
Rental income	$ 267,922	$ 250,483
Joint venture management and other fees	$ 2,751	$ 2,822
Type of revenue	udr:ManagementAndOtherFeesMember	udr:ManagementAndOtherFeesMember
Total revenues	$ 270,673	$ 253,305
OPERATING EXPENSES:
Property operating and maintenance	41,939	40,587
Real estate taxes and insurance	36,300	33,282
Property management	7,703	6,888
Other operating expenses	5,646	2,009
Real estate depreciation and amortization	112,468	108,136
General and administrative	12,467	11,759
Casualty-related charges/(recoveries), net		940
Other depreciation and amortization	1,656	1,691
Total operating expenses	218,179	205,292
Gain/(loss) on sale of real estate owned		70,300
Operating income	52,494	118,313
Income/(loss) from unconsolidated entities	49	(1,677)
Interest expense	(33,542)	(29,943)
Interest income and other income/(expense), net	9,813	2,759
Income/(loss) before income taxes	28,814	89,452
Tax (provision)/benefit, net	(2,212)	(227)
Net income/(loss)	26,602	89,225
Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	(2,057)	(7,390)
Net (income)/loss attributable to noncontrolling interests	(42)	(79)
Net income/(loss) attributable to UDR, Inc.	24,503	81,756
Distributions to preferred stockholders — Series E (Convertible)	(1,011)	(955)
Net income/(loss) attributable to common stockholders	$ 23,492	$ 80,801
Income/(loss) per weighted average common share - basic	$ 0.08	$ 0.30
Income/(loss) per weighted average common share - diluted	$ 0.08	$ 0.30
Weighted average number of common shares outstanding — Basic	277,002	267,546
Weighted average number of common shares outstanding — diluted	277,557	269,208

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
Net income/(loss)	$ 26,602	$ 89,225
Other comprehensive income/(loss), including portion attributable to noncontrolling interests:
Unrealized holding gain/(loss)	(2,210)	1,710
(Gain)/loss reclassified into earnings from other comprehensive income/(loss)	(945)	(172)
Other comprehensive income/(loss), including portion attributable to noncontrolling interests	(3,155)	1,538
Comprehensive income/(loss)	23,447	90,763
Comprehensive (income)/loss attributable to noncontrolling interests	(1,847)	(7,602)
Comprehensive income/(loss) attributable to UDR, Inc.	$ 21,600	$ 83,161

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands	Preferred Stock	Common Stock	Paid-in Capital	Distributions in Excess of Net Income	Accumulated Other Comprehensive Income/(Loss), net	Noncontrolling Interests	Total
Beginning Balance at Dec. 31, 2017	$ 46,201	$ 2,678	$ 4,651,205	$ (1,871,603)	$ (2,681)	$ 9,564	$ 2,835,364
Consolidated Statements of Changes in Equity
Net income/(loss) attributable to UDR, Inc.				81,756			81,756
Net income/(loss) attributable to noncontrolling interests						70	70
Contribution of noncontrolling interests in consolidated real estate						108	108
Repurchase of common shares		(6)	(19,982)				(19,988)
Long Term Incentive Plan Unit grants/(vestings), net						(1,424)	(1,424)
Other comprehensive income/(loss)					1,405		1,405
Issuance/(forfeiture) of common and restricted shares, net			(4,148)				(4,148)
Adjustment for conversion of noncontrolling interest of unitholders in the Operating Partnership and DownREIT Partnership		4	11,691				11,695
Common stock distributions declared ($0.3425, $0.3225 per share for the three months ended March 31, 2019 and 2018, respectively)				(86,322)			(86,322)
Preferred stock distributions declared-Series E ($0.3708, $0.3492 per share for the three months ended March 31, 2019 and 2018, respectively)				(955)			(955)
Adjustment to reflect redemption value of redeemable noncontrolling interests				68,217			68,217
Ending Balance at Mar. 31, 2018	46,201	2,676	4,638,766	(1,808,907)	(1,276)	8,318	2,885,778
Beginning Balance at Dec. 31, 2018	46,201	2,755	4,920,732	(2,063,996)	(67)	17,152	2,922,777
Consolidated Statements of Changes in Equity
Net income/(loss) attributable to UDR, Inc.				24,503			24,503
Net income/(loss) attributable to noncontrolling interests						30	30
Contribution of noncontrolling interests in consolidated real estate						125	125
Long Term Incentive Plan Unit grants/(vestings), net						(3,925)	(3,925)
Other comprehensive income/(loss)					(2,903)		(2,903)
Issuance/(forfeiture) of common and restricted shares, net			(1,499)				(1,499)
Issuance of common shares through public offering, net		44	192,135				192,179
Adjustment for conversion of noncontrolling interest of unitholders in the Operating Partnership and DownREIT Partnership		19	72,827				72,846
Common stock distributions declared ($0.3425, $0.3225 per share for the three months ended March 31, 2019 and 2018, respectively)				(96,561)			(96,561)
Preferred stock distributions declared-Series E ($0.3708, $0.3492 per share for the three months ended March 31, 2019 and 2018, respectively)				(1,011)			(1,011)
Adjustment to reflect redemption value of redeemable noncontrolling interests				(144,197)			(144,197)
Ending Balance at Mar. 31, 2019	$ 46,201	$ 2,818	$ 5,184,195	$ (2,281,262)	$ (2,970)	$ 13,382	$ 2,962,364

CONSOLIDATED STATEMENTS OF CH_2

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Common distributions declared per share	$ 0.3425	$ 0.3225
8.00% Series E Cumulative Convertible Preferred Stock
Preferred stock distributions declared	$ 0.3708	$ 0.3492

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Operating Activities
Net income/(loss)	$ 26,602	$ 89,225
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
Depreciation and amortization	114,124	109,827
(Gain)/loss on sale of real estate owned		(70,300)
(Income)/loss from unconsolidated entities	(49)	1,677
Return on investment in unconsolidated joint ventures	1,977	678
Amortization of share-based compensation	5,937	3,504
Other	3,910	1,745
Changes in operating assets and liabilities:
(Increase)/decrease in operating assets	2,295	3,560
Increase/(decrease) in operating liabilities	(17,463)	(7,660)
Net cash provided by/(used in) operating activities	137,333	132,256
Investing Activities
Acquisition of real estate assets	(403,245)
Proceeds from sales of real estate investments, net		89,433
Development of real estate assets	(6,237)	(63,718)
Capital expenditures and other major improvements — real estate assets	(31,264)	(14,765)
Capital expenditures — non-real estate assets	(3,346)	(433)
Investment in unconsolidated joint ventures	(21,389)	(19,736)
Distributions received from unconsolidated joint ventures	10,797	5,633
Purchase deposits on pending acquisitions	(10,350)	(1,000)
Repayment/(issuance) of notes receivable, net	5,285	(20,000)
Net cash provided by/(used in) investing activities	(459,749)	(24,586)
Financing Activities
Payments on secured debt	(962)	(1,172)
Payments on unsecured debt		(25,000)
Net proceeds/(repayment) of commercial paper	(11,115)
Net proceeds/(repayment) of revolving bank debt	54,294	35,940
Proceeds from the issuance of common shares through public offering, net	192,179
Repurchase of common shares		(19,988)
Distributions paid to redeemable noncontrolling interests	(8,553)	(7,990)
Distributions paid to preferred stockholders	(959)	(915)
Distributions paid to common stockholders	(88,911)	(83,051)
Other	1,706	(6,471)
Net cash provided by/(used in) financing activities	137,679	(108,647)
Net increase/(decrease) in cash, cash equivalents, and restricted cash	(184,737)	(977)
Cash, cash equivalents, and restricted cash, beginning of year	208,891	21,830
Cash, cash equivalents, and restricted cash, end of period	24,154	20,853
Supplemental Information:
Interest paid during the period, net of amounts capitalized	44,271	35,155
Cash paid/(refunds received) for income taxes	241	(22)
Non-cash transactions:
Transfer of investment in and advances to unconsolidated joint ventures to real estate owned	40,433
Recognition of operating lease right-of-use assets	94,349
Recognition of operating lease liabilities	88,336
Vesting of LTIP Units	14,335	4,397
Development costs and capital expenditures incurred but not yet paid	10,745	39,749
Conversion of Operating Partnership and DownREIT Partnership noncontrolling interests to common stock (1,838,133 shares in 2019 and 303,498 shares in 2018)	72,846	11,695
Distributions declared but not yet paid	$ 105,548	$ 95,122

CONSOLIDATED STATEMENTS OF CA_2

CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018	Dec. 31, 2017
The following reconciles cash, cash equivalents, and restricted cash to the total of the same amounts as shown above:
Cash and cash equivalents	$ 1,043	$ 185,216	$ 1,083	$ 2,038
Restricted cash	23,111	23,675	19,770	19,792
Total cash, cash equivalents, and restricted cash as shown above	$ 24,154	$ 208,891	$ 20,853	$ 21,830

CONSOLIDATED STATEMENTS OF CA_3

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - shares	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Non-cash transactions:
Conversion of OP Units into common shares	1,838,133	303,498

BASIS OF PRESENTATION

BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2019
BASIS OF PRESENTATION
BASIS OF PRESENTATION	1. BASIS OF PRESENTATION Basis of Presentation UDR, Inc., collectively with our consolidated subsidiaries (“UDR,” the “Company,” “we,” “our,” or “us”), is a self-administered real estate investment trust, or REIT, that owns, operates, acquires, renovates, develops, redevelops, and manages apartment communities. The accompanying consolidated financial statements include the accounts of UDR and its subsidiaries, including United Dominion Realty, L.P. (the “Operating Partnership” or the “OP”) and UDR Lighthouse DownREIT L.P. (the “DownREIT Partnership”). As of March 31, 2019, there were 184,053,122 units in the Operating Partnership (“OP Units”) outstanding, of which 176,057,247 OP Units, or 95.7%, were owned by UDR and 7,995,875 OP Units, or 4.3%, were owned by outside limited partners. As of March 31, 2019, there were 32,367,380 units in the DownREIT Partnership (“DownREIT Units”) outstanding, of which 17,233,074, or 53.2%, were owned by UDR (including 13,470,651 DownREIT Units, or 41.6%, that were held by the Operating Partnership) and 15,134,306, or 46.8%, were owned by outside limited partners. The consolidated financial statements of UDR include the noncontrolling interests of the unitholders in the Operating Partnership and DownREIT Partnership. The accompanying interim unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted according to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments and eliminations necessary for the fair presentation of our financial position as of March 31, 2019, and results of operations for the three months ended March 31, 2019 and 2018, have been included. Such adjustments are normal and recurring in nature. The interim results presented are not necessarily indicative of results that can be expected for a full year. The accompanying interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2018 appearing in UDR’s Annual Report on Form 10‑K, filed with the Securities and Exchange Commission on February 19, 2019. The accompanying interim unaudited consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles (“GAAP”). GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the interim unaudited consolidated financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company evaluated subsequent events through the date its financial statements were issued. No significant recognized or non-recognized subsequent events were noted other than those noted in Note 3, Real Estate Owned , Note 5, Joint Ventures and Partnerships and Note 13, Commitments and Contingencies .

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2019
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES	2. SIGNIFICANT ACCOUNTING POLICIES Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016‑13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments . The standard requires entities to estimate a lifetime expected credit loss for most financial assets, including trade and other receivables, held-to-maturity debt securities, loans and other financial instruments, and to present the net amount of the financial instrument expected to be collected. The updated standard will be effective for the Company on January 1, 2020. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, which amends the transition requirements and scope of ASU 2016-13 and clarifies that receivables arising from operating leases are not within the scope of the credit losses standard, but rather, should be accounted for in accordance with the leases standard. The Company is currently evaluating the effect that the updated standard will have on the consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases . The standard amends the existing lease accounting guidance and requires lessees to recognize a lease liability and a right-of-use asset for all leases on their balance sheets. Lessees of operating leases will continue to recognize lease expense in a manner similar to current accounting. For lessors, accounting for leases under the new guidance is substantially the same as in prior periods, but eliminates current real estate-specific provisions and changes the treatment of initial direct costs. The standard became effective for the Company on January 1, 2019. The Company elected the following package of practical expedients provided by the standard: (i) an entity need not reassess whether any expired or existing contract is a lease or contains a lease, (ii) an entity need not reassess the lease classification of any expired or existing leases, and (iii) an entity need not reassess initial direct costs for any existing leases. The Company also elected the short-term lease exception provided for in the standard and therefore will only recognize right-of-use assets and lease liabilities for leases with a term greater than one year. The Company recognized right-of-use assets of $94.3 million and lease liabilities of $88.3 million as of January 1, 2019 upon adoption of the standard. The right-of-use assets included $6.0 million of prepaid rent and intangible assets that was included within Other assets on our Consolidated Balance Sheets as of December 31, 2018. The lease liabilities represent the present value of the remaining minimum lease payments as of January 1, 2019 related to ground leases for communities where we are the lessee. The right-of-use assets represent our right to use an underlying asset for the lease term, which are calculated utilizing the lease liabilities plus any prepaid lease payments and intangible assets for ground leases acquired in the purchase of real estate. Our right-of-use assets and related lease liabilities recognized as of January 1, 2019 may change as a result of updates to the projected future minimum lease payments. Certain of our ground lease agreements where we are the lessee have future minimum lease payments that reset in the future based upon a percentage of the fair market value of the land at the time of the reset. One of these resets is in process as of March 31, 2019 and is estimated to increase our right-of-use assets and lease liabilities up to a maximum of $146.7 million and $140.7 million, respectively, during the remainder of 2019. The Company will continue to recognize lease expense for these leases in a manner similar to previous accounting based on our election of the package of practical expedients. However, in the event we modify existing ground leases and/or enter into new ground leases subsequent to the adoption of the standard, such leases would likely be classified as finance leases under the standard and require expense recognition based on the effective interest method. Under the standard, initial direct costs for both lessees and lessors would include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. As a result, subsequent to the adoption of the standard, we are now expensing non-incremental leasing costs as incurred. In July 2018, the FASB issued ASU 2018-11, Leases – Targeted Improvements , which provides entities with relief from the costs of implementing certain aspects of ASU 2016-02, Leases . The ASU provides a practical expedient which allows lessors to not separate lease and non-lease components in a contract and allocate the consideration in the contract to the separate components if both: (i) the timing and pattern of revenue recognition for the non-lease component and the related lease component are the same and (ii) the combined single lease component would be classified as an operating lease. The Company elected the practical expedient to account for lease and non-lease components as a single component in lease contracts where we are the lessor. The ASU also provides a transition option that permits entities to not recast the comparative periods presented when transitioning to the standard, which the Company also elected. Principles of Consolidation The Company accounts for subsidiary partnerships, joint ventures and other similar entities in which it holds an ownership interest in accordance with the consolidation guidance. The Company first evaluates whether each entity is a variable interest entity (“VIE”). Under the VIE model, the Company consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, the Company consolidates an entity when it controls the entity through ownership of a majority voting interest. Real Estate Sales Gain Recognition For sale transactions resulting in a transfer of a controlling financial interest of a property, the Company generally derecognizes the related assets and liabilities from its Consolidated Balance Sheets and records the gain or loss in the period in which the transfer of control occurs. If control of the property has not transferred to the counterparty, the criteria for derecognition are not met and the Company will continue to recognize the related assets and liabilities on its Consolidated Balance Sheets. Sale transactions to entities in which the Company sells a controlling financial interest in a property but retains a noncontrolling interest are accounted for as partial sales. Partial sales resulting in a change in control are accounted for at fair value and a full gain or loss is recognized. Therefore, the Company will record a gain or loss on the partial interest sold, and the initial measurement of our retained interest will be accounted for at fair value. Sales of real estate to joint ventures or other noncontrolled investees are also accounted for at fair value and the Company will record a full gain or loss in the period the property is contributed. To the extent that the Company acquires a controlling financial interest in a property that it previously accounted for as an equity method investment, the Company will not remeasure its previously held interest if the acquisition is treated as an asset acquisition. The Company will include the carrying amount of its previously held equity method interest along with the consideration paid and transaction costs incurred in determining the amounts to allocate to the related assets and liabilities acquired on its Consolidated Balance Sheets. When treated as an asset acquisition, the Company will not recognize a gain or loss on consolidation of a property. Notes Receivable The following table summarizes our Notes receivable, net as of March 31, 2019 and December 31, 2018 ( dollars in thousands): Interest rate at Balance Outstanding March 31, March 31, December 31, 2019 2019 2018 Note due December 2019 (a) 12.00 % $ 20,000 $ 20,000 Note due February 2020 (b) 10.00 % 14,974 14,659 Note due October 2020 (c) 8.00 % 2,000 2,000 Note due August 2022 (d) 10.00 % — 5,600 Total notes receivable, net $ 36,974 $ 42,259 (a) In March 2018, the Company entered into a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million, of which $20.0 million has been funded. Interest payments are due when the loan matures. In March 2019, the note’s maturity was extended to December 27, 2019, and the note is secured by a parcel of land. (b) The Company has a secured note with an unaffiliated third party with an aggregate commitment of $16.4 million, of which $15.0 million has been funded, including $0.3 million during the three months ended March 31, 2019. Interest payments are due monthly. The note matures at the earliest of the following: (a) the closing of any private or public capital raising in the amount of $5.0 million or greater; (b) an acquisition; (c) acceleration in the event of default; or (d) the eighth anniversary of the date of the note (February 2020). (c) The Company has a secured note with an unaffiliated third party with an aggregate commitment of $2.0 million, of which $2.0 million has been funded. Interest payments are due when the loan matures. The note matures at the earliest of the following: (a) the closing of any private or public capital raising in the amount of $10.0 million or greater; (b) an acquisition; (c) acceleration in the event of default; or (d) the fifth anniversary of the date of the note (October 2020). (d) In January 2019, the $5.6 million secured note was repaid in full along with the contractually accrued interest of $0.2 million and an additional $8.5 million of promoted interest in conjunction with the unaffiliated third party being acquired. The Company recognized $1.1 million and $0.6 million of interest income and $8.5 million and zero of promoted interest from notes receivable during the three months ended March 31, 2019 and 2018, respectively, none of which was related party interest. Interest income and promoted interest are included in Interest income and other income/(expense), net on the Consolidated Statements of Operations. Comprehensive Income/(Loss) Comprehensive income/(loss), which is defined as the change in equity during each period from transactions and other events and circumstances from nonowner sources, including all changes in equity during a period except for those resulting from investments by or distributions to stockholders, is displayed in the accompanying Consolidated Statements of Comprehensive Income/(Loss). For the three months ended March 31, 2019 and 2018, the Company’s other comprehensive income/(loss) consisted of the gain/(loss) on derivative instruments that are designated as and qualify as cash flow hedges, (gain)/loss on derivative instruments reclassified from other comprehensive income/(loss) into earnings, and the allocation of other comprehensive income/(loss) to noncontrolling interests. The (gain)/loss on derivative instruments reclassified from other comprehensive income/(loss) is included in Interest expense on the Consolidated Statements of Operations. See Note 11, Derivatives and Hedging Activity, for further discussion. The allocation of other comprehensive income/(loss) to redeemable noncontrolling interests during the three months ended March 31, 2019 and 2018, was $(0.3) million and $0.1 million, respectively. Income Taxes Due to the structure of the Company as a REIT and the nature of the operations for the operating properties, no provision for federal income taxes has been provided for at UDR. Historically, the Company has generally incurred only state and local excise and franchise taxes. UDR has elected for certain consolidated subsidiaries to be treated as taxable REIT subsidiaries (“TRS”). Income taxes for our TRS are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rate is recognized in earnings in the period of the enactment date. The Company’s deferred tax assets are generally the result of differing depreciable lives on capitalized assets and timing of expense recognition for certain accrued liabilities. As of March 31, 2019 and December 31, 2018, UDR’s net deferred tax asset/(liability) was less than $(0.1) million and less than $(0.1) million, respectively. GAAP defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. GAAP also provides guidance on derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition. The Company recognizes its tax positions and evaluates them using a two-step process. First, UDR determines whether a tax position is more likely than not (greater than 50 percent probability) to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Second, the Company will determine the amount of benefit to recognize and record the amount that is more likely than not to be realized upon ultimate settlement. UDR had no material unrecognized tax benefit, accrued interest or penalties at March 31, 2019. UDR and its subsidiaries are subject to federal income tax as well as income tax of various state and local jurisdictions. The tax years 2015 through 2018 remain open to examination by tax jurisdictions to which we are subject. When applicable, UDR recognizes interest and/or penalties related to uncertain tax positions in Tax (provision)/benefit, net on the Consolidated Statements of Operations.

REAL ESTATE OWNED

REAL ESTATE OWNED	3 Months Ended
	Mar. 31, 2019
REAL ESTATE OWNED
REAL ESTATE OWNED	3. REAL ESTATE OWNED Real estate assets owned by the Company consist of income producing operating properties, properties under development, land held for future development, and held for disposition properties. As of March 31, 2019, the Company owned and consolidated 131 communities in 11 states plus the District of Columbia totaling 41,041 apartment homes. The following table summarizes the carrying amounts for our real estate owned (at cost) as of March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, December 31, 2019 2018 Land $ 1,954,363 $ 1,849,799 Depreciable property — held and used: Land improvements 214,483 213,224 Building, improvements, and furniture, fixtures and equipment 8,475,755 8,133,136 Real estate intangible assets 35,954 — Real estate owned 10,680,555 10,196,159 Accumulated depreciation (3,764,099) (3,654,160) Real estate owned, net $ 6,916,456 $ 6,541,999 Acquisitions In January 2019, the Company exercised its fixed-price option to purchase its joint venture partner’s ownership interest in a 386 apartment home operating community in Anaheim, California, thereby increasing its ownership interest from 49% to 100%, for a cash purchase price of approximately $33.5 millio n. In connection with the acquisition, the Company repaid approximately $59.8 million of joint venture construction financing. As a result, in January 2019, the Company consolidated the operating community. The Company had previously accounted for its 49% ownership interest as a preferred equity investment in an unconsolidated joint venture (see Note 5, Joint Ventures and Partnerships ). The Company accounted for the consolidation as an asset acquisition resulting in no gain or loss upon consolidation and increased its real estate assets owned by approximately $115.7 million and recorded approximately $2.4 million of in-place lease intangibles. In January 2019, the Company exercised its fixed-price option to purchase its joint venture partner’s ownership interest in a 155 apartment home operating community located in Seattle, Washington, thereby increasing its ownership interest from 49% to 100%, for a cash purchase price of approximately $20.0 millio n. In connection with the acquisition, the Company repaid approximately $26.0 million of joint venture construction financing. As a result, in January 2019, the Company consolidated the operating community. The Company had previously accounted for its 49% ownership interest as a preferred equity investment in an unconsolidated joint venture (see Note 5, Joint Ventures and Partnerships). The Company accounted for the consolidation as an asset acquisition resulting in no gain or loss upon consolidation and increased its real estate assets owned by approximately $58.1 million and recorded approximately $2.4 million of real estate intangibles and approximately $0.6 million of in-place lease intangibles. In January 2019, the Company acquired a to-be-developed parcel of land located in Washington D.C. for approximately $27.1 million. In February 2019, the Company acquired a to-be-developed parcel of land located in Denver, Colorado for approximately $13.7 million. In February 2019, the Company acquired a 188 apartment home operating community located in Brooklyn, New York for approximately $132.1 millio n. T he Company increased its real estate assets owned by approximately $97.5 million and recorded approximately $33.6 million of real estate intangibles and approximately $1.0 million of in-place lease intangibles. In February 2019, the Company acquired a 381 apartment home operating community located in St. Petersburg, Florida for approximately $98.3 million . The Company increased its real estate assets owned by approximately $96.0 million and recorded approximately $2.3 million of in-place lease intangibles. In April 2019, the Company acquired a 498 apartment home operating community located in Towson, Maryland for approximately $86.4 million . Dispositions The Company did not have any dispositions during the three months ended March 31, 2019. Other Activity Predevelopment, development, and redevelopment projects and related costs are capitalized and reported on the Consolidated Balance Sheets as Total real estate owned, net of accumulated depreciation . The Company capitalizes costs directly related to the predevelopment, development, and redevelopment of a capital project, which include, but are not limited to, interest, real estate taxes, insurance, and allocated development and redevelopment overhead related to support costs for personnel working on the capital projects. We use our professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred. These costs are capitalized only during the period in which activities necessary to ready an asset for its intended use are in progress and such costs are incremental and identifiable to a specific activity to get the asset ready for its intended use. These costs, excluding the direct costs of development and redevelopment and capitalized interest, for the three months ended March 31, 2019 and 2018, were $3.3 million and $3.4 million, respectively. Total interest capitalized was $1.1 million and $4.6 million for the three months ended March 31, 2019 and 2018, respectively. As each home in a capital project is completed and becomes available for lease-up, the Company ceases capitalization on the related portion of the costs and depreciation commences over the estimated useful life. In connection with the acquisition of certain properties, the Company agreed to pay certain of the tax liabilities of certain contributors if the Company sells one or more of the properties contributed in a taxable transaction prior to the expiration of specified periods of time following the acquisition. The Company may, however, sell, without being required to pay any tax liabilities, any of such properties in a non-taxable transaction, including, but not limited to, a tax-deferred Section 1031 exchange. Further, the Company has agreed to maintain certain debt that may be guaranteed by certain contributors for specified periods of time following the acquisition. The Company, however, has the ability to refinance or repay guaranteed debt or to substitute new debt if the debt and the guaranty continue to satisfy certain conditions.

VARIABLE INTEREST ENTITIES

VARIABLE INTEREST ENTITIES	3 Months Ended
	Mar. 31, 2019
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES	4. VARIABLE INTEREST ENTITIES The Company has determined that the Operating Partnership and DownREIT Partnership are VIEs as the limited partners lack substantive kick-out rights and substantive participating rights. The Company has concluded that it is the primary beneficiary of, and therefore consolidates, the Operating Partnership and DownREIT Partnership based on its role as the sole general partner of the Operating Partnership and DownREIT Partnership. The Company’s role as community manager and its equity interests give us the power to direct the activities that most significantly impact the economic performance and the obligation to absorb potentially significant losses or the right to receive potentially significant benefits of the Operating Partnership and DownREIT Partnership. See the consolidated financial statements of the Operating Partnership presented within this Report and Note 4, Unconsolidated Entities , to the Operating Partnership’s consolidated financial statements for the results of operations of the DownREIT Partnership.

JOINT VENTURES AND PARTNERSHIPS

JOINT VENTURES AND PARTNERSHIPS	3 Months Ended
	Mar. 31, 2019
JOINT VENTURES AND PARTNERSHIPS
JOINT VENTURES AND PARTNERSHIPS	5. JOINT VENTURES AND PARTNERSHIPS UDR has entered into joint ventures and partnerships with unrelated third parties to acquire real estate assets that are either consolidated and included in Real estate owned on the Consolidated Balance Sheets or are accounted for under the equity method of accounting, and are included in Investment in and advances to unconsolidated joint ventures, net , on the Consolidated Balance Sheets. The Company consolidates the entities that we control as well as any variable interest entity where we are the primary beneficiary. Under the VIE model, the Company consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, the Company consolidates an entity when it controls the entity through ownership of a majority voting interest. UDR’s joint ventures and partnerships are funded with a combination of debt and equity. Our losses are limited to our investment and except as noted below, the Company does not guarantee any debt, capital payout or other obligations associated with our joint ventures and partnerships. The Company recognizes earnings or losses from our investments in unconsolidated joint ventures and partnerships consisting of our proportionate share of the net earnings or losses of the joint ventures and partnerships. In addition, we may earn fees for providing management services to the unconsolidated joint ventures and partnerships. The following table summarizes the Company’s investment in and advances to unconsolidated joint ventures and partnerships, net, which are accounted for under the equity method of accounting as of March 31, 2019 and December 31, 2018 (dollars in thousands) : Number of Number of Apartment Properties Homes Investment at UDR’s Ownership Interest Location of March 31, March 31, March 31, December 31, March 31, December 31, Joint Venture Properties 2019 2019 2019 2018 2019 2018 Operating and development: UDR/MetLife I Los Angeles, CA 1 operating community 150 $ 30,817 $ 30,839 50.0 % 50.0 % UDR/MetLife II Various 18 operating communities 4,059 303,893 296,807 50.0 % 50.0 % Other UDR/MetLife Various 5 operating communities 1,437 111,377 115,668 50.6 % 50.6 % Joint Ventures UDR/MetLife Vitruvian Park ® Addison, TX 4 operating communities; 1,879 73,199 71,730 50.0 % 50.0 % 1 development community (a); 4 land parcels UDR/KFH Washington, D.C. 3 operating communities 660 4,357 5,507 30.0 % 30.0 % West Coast Development Joint Ventures (d) Los Angeles, CA 1 operating community 293 35,994 36,143 47.0 % 47.0 % Investment in and advances to unconsolidated joint ventures, net, before participating loan investment, preferred equity investments and other investments $ 559,637 $ 556,694 Income/(loss) from investments Investment at Three Months Ended Years To UDR March 31, December 31, March 31, Developer Capital Program (b) Location Rate Maturity Commitment (c) 2019 2018 2019 2018 Preferred equity investments: West Coast Development Joint Ventures (d) Various 6.5 % N/A $ — $ 17,298 $ 65,417 $ (161) $ 796 1532 Harrison (e) San Francisco, CA 11.0 % 3.3 24,645 28,163 24,986 748 341 1200 Broadway (f) Nashville, TN 8.0 % 3.5 55,558 60,185 58,982 1,169 408 Junction (g) Santa Monica, CA 12.0 % 3.3 8,800 9,486 9,211 275 — 1300 Fairmount (h) Philadelphia, PA Variable 4.4 51,393 13,887 8,318 275 — Essex (i) Orlando, FL 12.5 % 4.4 12,886 11,824 9,940 332 — Other investments: The Portals (j) Washington, D.C. 11.0 % 2.2 38,559 44,340 43,167 1,173 679 Other investment ventures N/A N/A N/A $ 18,000 4,280 4,154 $ 125 $ (90) Total Developer Capital Program 189,463 224,175 Total investment in and advances to unconsolidated joint ventures, net $ 749,100 $ 780,869 (a) The number of apartment homes for the communities under development presented in the table above is based on the projected number of total homes upon completion of development. As of March 31, 2019, no apartment homes had been completed in the development community held by UDR/MetLife Vitruvian Park ® . (b) The Developer Capital Program is the program through which the Company makes investments, including preferred equity investments, mezzanine loans or other structured investments that may receive a fixed or variable yield on the investment and may include provisions pursuant to which the Company participates in the increase in value of the property upon monetization of the applicable property and/or holds fixed price purchase options. (c) Represents UDR’s maximum funding commitment only and therefore excludes other activity such as income from investments. (d) In 2015, the Company entered into a joint venture agreement with an unaffiliated joint venture partner and paid $136.3 million for a 48% ownership interest in a portfolio of five communities that were under construction. The communities are located in three of the Company’s core, coastal markets: Seattle, Washington, Los Angeles, California and Orange County, California. UDR earns a 6.5% preferred return on its investment through each individual community’s date of stabilization, defined as when a community reaches 80% occupancy for 90 consecutive days, while the joint venture partner is allocated all operating income and expense during the pre-stabilization period. Upon stabilization, income and expense are shared based on each partner’s ownership percentage and the Company no longer receives a 6.5% preferred return on its investment in the stabilized community. The Company serves as property manager and earns a management fee during the lease-up phase and subsequent operation of each of the communities. The unaffiliated joint venture partner is the general partner of the joint venture and the developer of the communities. The Company has concluded it does not control the joint ventures and accounts for them under the equity method of accounting. At inception of the agreement, the Company had a fixed-price option to acquire the remaining interest in each community commencing one year after completion. The unaffiliated joint venture partner is providing certain guaranties. During 2017, the Company exercised its fixed-price option to purchase the joint venture partner’s ownership interest in one of the five communities, and the joint venture sold two of the four remaining communities. In January 2019, the Company exercised its fixed-price option to purchase its joint venture partner’s ownership interest in one of the two remaining communities, a 386 apartment home operating community in Orange County, California, thereby increasing its ownership interest from 49% to 100%, for a cash purchase price of approximately $33.5 million. As a result, the Company consolidated the operating community and it is no longer accounted for as a preferred equity investment in an unconsolidated joint venture (see Note 3, Real Estate Owned ). In connection with the purchase, the construction loan on the community was paid in full. The Company and its joint venture partner plan to continue operating the one remaining community. In 2017, the Company entered into two additional joint venture agreements with the unaffiliated joint venture partner and paid $15.5 million for a 49% ownership interest in a 155 apartment home community in Seattle, Washington and $16.1 million for a 49% ownership interest in a 276 apartment home community in Hillsboro, Oregon (together with the 2015 joint venture described above, the “West Coast Development Joint Ventures”). UDR earns a 6.5% preferred return on its investments through the communities’ date of stabilization, as defined above, while our joint venture partner is allocated all operating income and expense during the pre-stabilization period. Upon stabilization of the communities, income and expense will be shared based on each partner’s ownership percentage and the Company will no longer receive a 6.5% preferred return on its investment. The Company will serve as property manager and will earn a management fee during the lease-up phase and subsequent operation of the stabilized communities. The unaffiliated joint venture partner is the general partner and the developer of the communities. The Company has concluded it does not control the joint ventures and accounts for them under the equity method of accounting. The Company has a fixed-price option to acquire the remaining interest in the communities beginning one year after completion. The unaffiliated joint venture partner is providing certain guaranties and there are construction loans on the communities. In January 2019, the Company exercised its fixed-price option to purchase its joint venture partner’s ownership interest in the 155 apartment home operating community in Seattle, Washington, thereby increasing its ownership interest from 49% to 100%, for a cash purchase price of approximately $20.0 million. As a result, the Company consolidated the operating community and it is no longer accounted for as a preferred equity investment in an unconsolidated joint venture (see Note 3, Real Estate Owned ). In connection with the purchase, the construction loan on the community was paid in full. The Company’s recorded equity investment in the West Coast Development Joint Ventures at March 31, 2019 and December 31, 2018, of $53.3 million and $101.6 million, respectively, is inclusive of outside basis costs and our accrued but unpaid preferred return. (e) In June 2017, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 136 apartment home community in San Francisco, California. The Company’s preferred equity investment of up to $24.6 million earns a preferred return of 11.0% per annum. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting. (f) In September 2017, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 313 apartment home community in Nashville, Tennessee. The Company’s preferred equity investment of up to $55.6 million earns a preferred return of 8.0% per annum and receives a variable percentage of the value created from the project upon a capital or liquidating event. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting. (g) In August 2018, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 66 apartment home community in Santa Monica, CA. The Company’s preferred equity investment of $8.8 million earns a preferred return of 12.0% per annum. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting. (h) In August 2018, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 471 apartment home community in Philadelphia, PA. The Company’s preferred equity investment of up to $51.4 million earns a preferred return between 8.5% and 12.0% per annum and receives a variable percentage of the value created from the project upon a capital or liquidating event. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting. (i) In September 2018, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 330 apartment home community in Orlando, FL. The Company’s preferred equity investment of up to $12.9 million earns a preferred return of 12.5% per annum. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting. (j) In May 2017, the Company entered into a joint venture agreement with an unaffiliated joint venture partner. The joint venture has made a mezzanine loan to a third party developer of a 373 apartment home community in Washington, D.C. The unaffiliated joint venture partner is the managing member of the joint venture. The mezzanine loan is for up to $71.0 million at an interest rate of 13.5% per annum and carries a term of four years with one 12-month extension option. The Company’s commitment to the joint venture is approximately $38.6 million and earns a weighted average return of approximately 11.0% per annum. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting. In April 2019, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 173 apartment home community in Oakland, California. The Company’s preferred equity investment of up to $27.3 million earns a preferred return of 9.0% per annum and receives a variable percentage of the value created from the project upon a capital or liquidating event. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting. As of March 31, 2019 and December 31, 2018, the Company had deferred fees of $10.8 million and $11.0 million, respectively, which will be recognized through earnings over the weighted average life of the related properties, upon the disposition of the properties to a third party, or upon completion of certain development obligations. The Company recognized management fees of $2.8 million and $2.7 million for the three months ended March 31, 2019 and 2018, respectively, for management of the communities held by the joint ventures and partnerships. The management fees are included in Joint venture management and other fees on the Consolidated Statements of Operations. The Company may, in the future, make additional capital contributions to certain of our joint ventures and partnerships should additional capital contributions be necessary to fund acquisitions or operations. We evaluate our investments in unconsolidated joint ventures and partnerships when events or changes in circumstances indicate that there may be an other-than-temporary decline in value. We consider various factors to determine if a decrease in the value of the investment is other-than-temporary. The Company did not recognize any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures or partnerships during the three months ended March 31, 2019 and 2018. Combined summary balance sheets relating to the unconsolidated joint ventures and partnerships (not just our proportionate share) are presented below as of March 31, 2019 and December 31, 2018 ( dollars in thousands ): March 31, December 31, 2019 2018 Total real estate, net $ 3,193,477 $ 3,311,034 Cash and cash equivalents 44,714 49,867 Other assets 127,789 124,428 Total assets $ 3,365,980 $ 3,485,329 Third party debt, net $ 2,032,098 $ 2,125,350 Accounts payable and accrued liabilities 59,096 71,272 Total liabilities 2,091,194 2,196,622 Total equity $ 1,274,786 $ 1,288,707 Combined summary financial information relating to the unconsolidated joint ventures’ and partnerships’ operations (not just our proportionate share) is presented below for the three months ended March 31, 2019 and 2018 ( dollars in thousands ) : Three Months Ended March 31, 2019 2018 Total revenues $ 81,532 $ 67,957 Property operating expenses 30,312 26,937 Real estate depreciation and amortization 29,580 26,848 Operating income/(loss) 21,640 14,172 Interest expense (21,924) (19,406) Other income/(loss) 1,625 (5) Net income/(loss) $ 1,341 $ (5,239)

LEASES

LEASES	3 Months Ended
	Mar. 31, 2019
LEASES
Leases	6. LEASES Lessee - Ground and Office Leases UDR owns six communities that are subject to ground leases, under which UDR is the lessee, expiring between 2043 and 2103, inclusive of extension options we are reasonably certain will be exercised. In addition, UDR is a lessee to an operating lease related to office space rented by the Company with an expiration date in 2021. All of these leases existed as of the adoption of the new lease accounting guidance on January 1, 2019 and we did not reassess lease classification per the practical expedient provided by the standard. As such, these leases will continue to be classified as operating leases through the lease term expiration. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the remaining lease term. We currently do not hold any finance leases. As of March 31, 2019, the Operating lease right-of-use assets was $94.1 million and the Operating lease liabilities was $88.2 million on our Consolidated Balance Sheets related to our ground and office space leases. The value of the Operating lease right-of-use assets exceeds the value of the Operating lease liabilities due to prepaid lease payments and intangible assets for ground leases acquired in the purchase of real estate. The calculation of these amounts includes minimum lease payments over the remaining lease term (described further in the table below). Variable lease payments are excluded from the right-of-use assets and lease liabilities and are recognized in earnings in the period in which the obligation for those payments is incurred. As the discount rate implicit in the leases was not readily determinable, we determined the discount rate for these leases utilizing the Company’s incremental borrowing rate at a portfolio level, adjusted for the remaining lease term, and the form of underlying collateral. The weighted average remaining lease term for these leases was 70.9 years at March 31, 2019 and the weighted average discount rate was 5.2% at March 31, 2019. Future minimum lease payments and total operating lease liabilities from our ground leases and office space as of March 31, 2019 are as follows (dollars in thousands): Ground Leases Office Space Total 2019 $ 3,676 $ 57 $ 3,733 2020 4,901 76 4,977 2021 4,901 32 4,933 2022 4,901 - 4,901 2023 4,901 - 4,901 Thereafter 313,919 - 313,919 Total future minimum lease payments (undiscounted) 337,199 165 337,364 Difference between future undiscounted cash flows and discounted cash flows (249,138) (8) (249,146) Total operating lease liabilities (discounted) $ 88,061 $ 157 $ 88,218 For purposes of recognizing our ground lease contracts, the Company uses the minimum lease payments, if stated in the agreement. For ground lease agreements where there is a rent reset provision based on fair market value or changes in the consumer price index but that does not include a specified minimum lease payment, the Company uses the current rent over the remainder of the lease term. We are currently in a dispute with the lessor of one of our ground lease contracts as it relates to a rent reset provision that requires both parties to agree to a new rent based on the current fair market value of the land or, absent agreement, have it determined by an appraisal process. The current annual lease payment under the ground lease contract to which the dispute relates, exclusive of variable payments, is $0.5 million, which is reflected in the table above. Depending on the outcome of the dispute, the future annual lease payments under such ground lease contract are likely to be between $1.2 million and $4.0 million. The components of operating lease expenses from our ground leases and office space were as follows (dollars in thousands) : Three Months Ended March 31, 2019 Ground lease expense: Contractual lease rent expense $ Variable ground lease expense (a) Total ground lease expense (b) Contractual office space expense (b) Total operating lease expense $ (a) Variable ground lease expense includes adjustments such as changes in the consumer price index and payments based on a percentage of income of the lessee. (b) Ground lease expense is reported within the line item Other operating expenses and office space expense is recorded in General and administrative on the Consolidated Statements of Operations. Lessor - Apartment Home, Retail and Commercial Space and Ground Leases UDR’s communities and retail and commercial space are leased to tenants under operating leases. Nearly all of our apartment home leases have initial terms of 12 months or less. Our retail and commercial space leases expire between 2019 and 2107. (See Note 14, Reportable Segments for further discussion around our major revenue streams and disaggregation of our revenue.) We also have one parcel of land subject to a ground lease, under which UDR is the lessor, expiring in 2065. The lease includes a purchase option for the lessee to acquire the land during specific periods of the lease term. The purchase option was not deemed to be a bargain purchase option. This lease existed as of the adoption of the new lease accounting guidance on January 1, 2019 and we did not reassess lease classification per the practical expedient provided by the standard. As such, this lease will continue to be classified as an operating lease through the lease term expiration and the land parcel subject to the ground lease will continue to be recognized in Real estate held for investment on our Consolidated Balance Sheets. Rental income for lease payments related to this lease is recognized on a straight-line basis over the remaining lease term. Future minimum lease payments from our retail and commercial leases and our ground lease as of March 31, 2019 are as follows (dollars in thousands): Retail and Commercial Leases Ground Lease Total 2019 $ 14,826 $ 1,995 $ 16,821 2020 19,825 2,660 22,485 2021 18,768 2,660 21,428 2022 17,071 2,660 19,731 2023 15,712 2,660 18,372 Thereafter 85,712 110,168 195,880 Total future minimum lease payments (a) $ 171,914 $ 122,803 $ 294,717 (a) We have excluded our apartment home leases from this table as nearly all of our apartment home leases have initial terms of 12 months of less. Certain of our leases with retail and commercial tenants provide for the payment by the lessee of additional variable rent based on a percentage of the tenant’s revenue. The amounts shown in the table above do not include these variable percentage rents. The Company recorded variable percentage rents of less than $0.2 million during the three months ended March 31, 2019.

SECURED AND UNSECURED DEBT, NET

SECURED AND UNSECURED DEBT, NET	3 Months Ended
	Mar. 31, 2019
SECURED AND UNSECURED DEBT, NET
SECURED AND UNSECURED DEBT, NET	7. SECURED AND UNSECURED DEBT, NET The following is a summary of our secured and unsecured debt at March 31, 2019 and December 31, 2018 ( dollars in thousands ): Principal Outstanding As of March 31, 2019 Weighted Weighted Average Average Number of March 31, December 31, Interest Years to Communities 2019 2018 Rate Maturity Encumbered Secured Debt: Fixed Rate Debt Mortgage notes payable (a) $ 416,468 $ 417,989 3.82 % 5.6 7 Fannie Mae credit facilities (b) 90,000 90,000 3.95 % 1.3 1 Deferred financing costs (1,275) (1,343) Total fixed rate secured debt, net 505,193 506,646 3.85 % 4.8 8 Variable Rate Debt Tax-exempt secured notes payable (c) 94,700 94,700 2.31 % 3.9 2 Deferred financing costs (97) (119) Total variable rate secured debt, net 94,603 94,581 2.31 % 3.9 2 Total Secured Debt, net 599,796 601,227 3.60 % 4.7 10 Unsecured Debt: Variable Rate Debt Borrowings outstanding under unsecured credit facility due January 2023 (d) (j) — — — % 3.8 Borrowings outstanding under unsecured commercial paper program due April 2019 (e) (j) 90,000 101,115 2.78 % 0.1 Borrowings outstanding under unsecured working capital credit facility due January 2021 (f) 54,310 16 3.32 % 1.8 Term Loan due September 2023 (d) (j) 35,000 35,000 3.39 % 4.5 Fixed Rate Debt 3.70% Medium-Term Notes due October 2020 (net of discounts of $12 and $14, respectively) (j) 299,988 299,986 3.70 % 1.5 4.63% Medium-Term Notes due January 2022 (net of discounts of $997 and $1,087, respectively) (j) 399,003 398,913 4.63 % 2.8 1.93% Term Loan due September 2023 (d) (j) 315,000 315,000 1.93 % 4.5 3.75% Medium-Term Notes due July 2024 (net of discounts of $548 and $574, respectively) (g) (j) 299,452 299,426 3.75 % 5.3 8.50% Debentures due September 2024 15,644 15,644 8.50 % 5.5 4.00% Medium-Term Notes due October 2025 (net of discounts of $447 and $465, respectively) (h) (j) 299,553 299,535 4.00 % 6.5 2.95% Medium-Term Notes due September 2026 (j) 300,000 300,000 2.95 % 7.4 3.50% Medium-Term Notes due July 2027 (net of discounts of $582 and $600, respectively) (j) 299,418 299,400 3.50 % 8.3 3.50% Medium-Term Notes due January 2028 (net of discounts of $1,043 and $1,072, respectively) (j) 298,957 298,928 3.50 % 8.8 4.40% Medium-Term Notes due January 2029 (net of discounts of $6 and $6, respectively) (i) (j) 299,994 299,994 4.40 % 9.8 Other 15 16 Deferred financing costs (16,301) (16,413) Total Unsecured Debt, net 2,990,033 2,946,560 3.65 % 5.7 Total Debt, net $ 3,589,829 $ 3,547,787 3.73 % 5.5 For purposes of classification of the above table, variable rate debt with a derivative financial instrument designated as a cash flow hedge is deemed as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instrument. Our secured debt instruments generally feature either monthly interest and principal or monthly interest-only payments with balloon payments due at maturity. As of March 31, 2019, secured debt encumbered $1.3 billion or 12.2% of UDR’s total real estate owned based upon gross book value ($9.4 billion or 87.8% of UDR’s real estate owned based on gross book value is unencumbered). (a) At March 31, 2019, fixed rate mortgage notes payable are generally due in monthly installments of principal and interest and mature at various dates from August 2020 through September 2028 and carry interest rates ranging from 3.15% to 4.35%. The Company will from time to time acquire properties subject to fixed rate debt instruments. In those situations, the Company records the debt at its estimated fair value and amortizes any difference between the fair value and par value to interest expense over the life of the underlying debt instrument. During the three months ended March 31, 2019 and 2018, the Company had $0.6 million and $0.7 million, respectively, of amortization of the fair market adjustment of debt assumed in the acquisition of properties, which was included in Interest expense on the Consolidated Statements of Operations. The unamortized fair market adjustment was a net premium of $4.4 million and $5.0 million at March 31, 2019 and December 31, 2018, respectively. (b) UDR had one secured credit facility with Fannie Mae with a commitment of $90.0 million at March 31, 2019. The Fannie Mae credit facility matures in July 2020 and bears interest at a fixed rate of 3.95%. Further information related to this credit facility is as follows (dollars in thousands) : March 31, December 31, 2019 2018 Borrowings outstanding $ 90,000 $ 90,000 Weighted average borrowings during the period ended 90,000 253,813 Maximum daily borrowings during the period ended 90,000 314,869 Weighted average interest rate during the period ended 4.0 % 4.7 % Weighted average interest rate at the end of the period 4.0 % 4.0 % (c) The variable rate mortgage notes payable that secure tax-exempt housing bond issues mature in August 2019 and March 2032. Interest on these notes is payable in monthly installments. The variable rate mortgage notes have interest rates ranging from 2.25% to 2.47% as of March 31, 2019. (d) The Company has a $1.1 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $350.0 million unsecured term loan (the “Term Loan”). The credit agreement for these facilities (the “Credit Agreement”) allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.0 billion, subject to certain conditions, including obtaining commitments from one or more lenders. The Revolving Credit Facility has a scheduled maturity date of January 31, 2023, with two six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date of September 30, 2023. Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to LIBOR plus a margin of 82.5 basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to LIBOR plus a margin of 90 basis points. Depending on the Company’s credit rating, the margin under the Revolving Credit Facility ranges from 75 to 145 basis points, the facility fee ranges from 10 to 30 basis points, and the margin under the Term Loan ranges from 80 to 165 basis points. The Credit Agreement contains customary representations and warranties and financial and other affirmative and negative covenants. The Credit Agreement also includes customary events of default, in certain cases subject to customary periods to cure. The occurrence of an event of default, following the applicable cure period, would permit the lenders to, among other things, declare the unpaid principal, accrued and unpaid interest and all other amounts payable under the Credit Agreement to be immediately due and payable. The following is a summary of short-term bank borrowings under the Revolving Credit Facility at March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, December 31, 2019 2018 Total revolving credit facility $ 1,100,000 $ 1,100,000 Borrowings outstanding at end of period (1) — — Weighted average daily borrowings during the period ended — — Maximum daily borrowings during the period ended — — Weighted average interest rate during the period ended — % — % Interest rate at end of the period — % — % (1) Excludes $3.3 million and $3.3 million of letters of credit at March 31, 2019 and December 31, 2018, respectively. (e) The Company has an unsecured commercial paper program. Under the terms of the program, the Company may issue unsecured commercial paper up to a maximum aggregate amount outstanding of $500.0 million. The notes are sold under customary terms in the United States commercial paper market and rank pari passu with all of the Company’s other unsecured indebtedness. The notes are fully and unconditionally guaranteed by the Operating Partnership. The following is a summary of short-term bank borrowings under the unsecured commercial paper program at March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, December 31, 2019 2018 Total unsecured commercial paper program $ 500,000 $ 500,000 Borrowings outstanding at end of period 90,000 101,115 Weighted average daily borrowings during the period ended 149,365 344,235 Maximum daily borrowings during the period ended 330,000 440,000 Weighted average interest rate during the period ended 2.8 % 2.4 % Interest rate at end of the period 2.8 % 2.9 % (f) The Company has a working capital credit facility, which provides for a $75.0 million unsecured revolving credit facility (the “Working Capital Credit Facility”) with a scheduled maturity date of January 15, 2021. Based on the Company’s current credit rating, the Working Capital Credit Facility has an interest rate equal to LIBOR plus a margin of 82.5 basis points. Depending on the Company’s credit rating, the margin ranges from 75 to 145 basis points. The following is a summary of short-term bank borrowings under the Working Capital Credit Facility at March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, December 31, 2019 2018 Total working capital credit facility $ 75,000 $ 75,000 Borrowings outstanding at end of period 54,310 16 Weighted average daily borrowings during the period ended 22,967 26,101 Maximum daily borrowings during the period ended 66,170 64,633 Weighted average interest rate during the period ended 3.3 % 2.9 % Interest rate at end of the period 3.3 % 3.3 % (g) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $100.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 3.69%. (h) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $200.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 4.53%. (i) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $150.0 million of this debt. The all in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 4.27%. (j) The Operating Partnership is a guarantor of this debt. The aggregate maturities, including amortizing principal payments on secured and unsecured debt, of total debt for the next ten calendar years subsequent to March 31, 2019 are as follows (dollars in thousands): Total Fixed Total Variable Total Total Total Year Secured Debt Secured Debt Secured Debt Unsecured Debt Debt 2019 $ 2,860 $ 67,700 $ 70,560 $ 90,000 $ 160,560 2020 198,076 — 198,076 300,000 498,076 2021 1,117 — 1,117 54,310 55,427 2022 1,157 — 1,157 400,000 401,157 2023 41,245 — 41,245 350,000 391,245 2024 — — — 315,644 315,644 2025 127,600 — 127,600 300,000 427,600 2026 50,000 — 50,000 300,000 350,000 2027 — — — 300,000 300,000 2028 80,000 — 80,000 300,000 380,000 Thereafter — 27,000 27,000 300,000 327,000 Subtotal 502,055 94,700 596,755 3,009,954 3,606,709 Non-cash (a) 3,138 (97) 3,041 (19,921) (16,880) Total $ 505,193 $ 94,603 $ 599,796 $ 2,990,033 $ 3,589,829 (a) Includes the unamortized balance of fair market value adjustments, premiums/discounts and deferred financing costs . For the three months ended March 31, 2019 and 2018, the Company amortized $1.0 million and $ 1.0 million, respectively, of deferred financing costs into Interest expense. We were in compliance with the covenants of our debt instruments at March 31, 2019.

INCOME_(LOSS) PER SHARE

INCOME/(LOSS) PER SHARE	3 Months Ended
	Mar. 31, 2019
INCOME/(LOSS) PER SHARE
INCOME/(LOSS) PER SHARE	8. INCOME/(LOSS) PER SHARE The following table sets forth the computation of basic and diluted income/(loss) per share for the periods presented (dollars and shares in thousands, except per share data): March 31, 2019 2018 Numerator for income/(loss) per share: Net income/(loss) $ 26,602 $ 89,225 Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (2,057) (7,390) Net (income)/loss attributable to noncontrolling interests (42) (79) Net income/(loss) attributable to UDR, Inc. 24,503 81,756 Distributions to preferred stockholders — Series E (Convertible) (1,011) (955) Income/(loss) attributable to common stockholders - basic and diluted $ 23,492 $ 80,801 Denominator for income/(loss) per share: Weighted average common shares outstanding 277,297 267,963 Non-vested restricted stock awards (295) (417) Denominator for basic income/(loss) per share 277,002 267,546 Incremental shares issuable from assumed conversion of stock options, unvested LTIP Units and unvested restricted stock 555 1,662 Denominator for diluted income/(loss) per share 277,557 269,208 Income/(loss) per weighted average common share: Basic $ 0.08 $ 0.30 Diluted $ 0.08 $ 0.30 Basic income/(loss) per common share is computed based upon the weighted average number of common shares outstanding. Diluted income/(loss) per common share is computed based upon the weighted average number of common shares outstanding plus the common shares issuable from the assumed conversion of the OP Units and DownREIT Units, convertible preferred stock, stock options, unvested long-term incentive plan units (“LTIP Units”), unvested restricted stock and continuous equity program forward sales agreements. Only those instruments having a dilutive impact on our basic income/(loss) per share are included in diluted income/(loss) per share during the periods. For the three months ended March 31, 2019 and 2018, the effect of the conversion of the OP Units, DownREIT Units, LTIP Units and the Company’s Series E preferred stock was not dilutive and therefore not included in the above calculation. In July 2017, the Company entered into an ATM sales agreement under which the Company may offer and sell up to 20 million shares of its common stock, from time to time, to or through its sales agents and may enter into separate forward sales agreements to or through its forward purchasers. Upon entering into the ATM sales agreement, the Company simultaneously terminated the sales agreement for its prior at-the-market equity offering program, which was entered into in April 2017, which replaced the prior at-the-market equity offering program entered into in April 2012. During the three months ended March 31, 2019, the Company sold 4.4 million shares of common stock through its ATM program for aggregate gross proceeds of approximately $195.0 million at a weighted average price per share of $44.80. Aggregate net proceeds from such sales, after deducting related expenses, including commissions paid to the sales agents of approximately $2.8 million, were approximately $192.2 million, which were primarily used to fund the Company’s recent acquisitions. As of March 31, 2019, we had 15.6 million shares of common stock available for future issuance under the ATM program. For the three months ended March 31, 2019 and 2018, the Company did not enter into any forward purchase agreements under its continuous equity program. The following table sets forth the additional shares of common stock outstanding by equity instrument if converted to common stock for each of the three months ended March 31, 2019 and 2018 (in thousands) : March 31, 2019 2018 OP/DownREIT Units 24,280 24,506 Convertible preferred stock 3,011 3,011 Stock options, unvested LTIP Units and unvested restricted stock 555 1,662

NONCONTROLLING INTERESTS

NONCONTROLLING INTERESTS	3 Months Ended
	Mar. 31, 2019
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS	9. NONCONTROLLING INTERESTS Redeemable Noncontrolling Interests in the Operating Partnership and DownREIT Partnership Interests in the Operating Partnership and the DownREIT Partnership held by limited partners are represented by OP Units and DownREIT Units, respectively. The income is allocated to holders of OP Units/DownREIT Units based upon net income attributable to common stockholders and the weighted average number of OP Units/DownREIT Units outstanding to total common shares plus OP Units/DownREIT Units outstanding during the period. Capital contributions, distributions, and profits and losses are allocated to noncontrolling interests in accordance with the terms of the partnership agreements of the Operating Partnership and the DownREIT Partnership. Limited partners of the Operating Partnership and the DownREIT Partnership have the right to require such partnership to redeem all or a portion of the OP Units/DownREIT Units held by the limited partner at a redemption price equal to and in the form of the Cash Amount (as defined in the partnership agreement of the Operating Partnership or the DownREIT Partnership, as applicable), provided that such OP Units/DownREIT Units have been outstanding for at least one year, subject to certain exceptions. UDR, as the general partner of the Operating Partnership and the DownREIT Partnership may, in its sole discretion, purchase the OP Units/DownREIT Units by paying to the limited partner either the Cash Amount or the REIT Share Amount (generally one share of common stock of the Company for each OP Unit/DownREIT Unit), as defined in the partnership agreement of the Operating Partnership or the DownREIT Partnership, as applicable. Accordingly, the Company records the OP Units/DownREIT Units outside of permanent equity and reports the OP Units/DownREIT Units at their redemption value using the Company’s stock price at each balance sheet date. The following table sets forth redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership for the following period ( dollars in thousands ): Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership, December 31, 2018 $ 972,740 Mark-to-market adjustment to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership 144,197 Conversion of OP Units/DownREIT Units to Common Stock (72,846) Net income/(loss) attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership 2,057 Distributions to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (8,733) Vesting of Long-Term Incentive Plan Units 14,335 Allocation of other comprehensive income/(loss) (252) Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership, March 31, 2019 $ 1,051,498 Noncontrolling Interests Noncontrolling interests represent interests of unrelated partners and unvested LTIP Units in certain consolidated affiliates, and are presented as part of equity on the Consolidated Balance Sheets since these interests are not redeemable. Net (income)/loss attributable to noncontrolling interests was less than $(0.1) million and $(0.1) million during the three months ended March 31, 2019 and 2018, respectively. The Company grants LTIP Units to certain employees and non-employee directors. The LTIP Units represent an ownership interest in the Operating Partnership and have vesting terms of between one and three years, specific to the individual grants. Noncontrolling interests related to long-term incentive plan units represent the unvested LTIP Units of these employees and non-employee directors in the Operating Partnership. The net income/(loss) allocated to the unvested LTIP Units is included in Net (income)/loss attributable to noncontrolling interests on the Consolidated Statements of Operations.

FAIR VALUE OF DERIVATIVES AND F

FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS	3 Months Ended
	Mar. 31, 2019
FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS
FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS	10. FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS Fair value is based on the price that would be received to sell an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level valuation hierarchy prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of three broad levels, which are described below: · Level 1 — Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. · Level 2 — Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data. · Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The estimated fair values of the Company’s financial instruments either recorded or disclosed on a recurring basis as of March 31, 2019 and December 31, 2018, are summarized as follows (dollars in thousands) : Fair Value at March 31, 2019, Using Total Quoted Carrying Prices in Amount in Active Statement of Markets Significant Financial Fair Value for Identical Other Significant Position at Estimate at Assets or Observable Unobservable March 31, March 31, Liabilities Inputs Inputs 2019 2019 (Level 1) (Level 2) (Level 3) Description: Notes receivable (a) $ 36,974 $ 40,329 $ — $ — $ 40,329 Derivatives - Interest rate contracts (b) 3,315 3,315 — 3,315 — Total assets $ 40,289 $ 43,644 $ — $ 3,315 $ 40,329 Derivatives - Interest rate contracts (b) $ 2,285 $ 2,285 $ — $ 2,285 $ — Secured debt instruments - fixed rate: (c) Mortgage notes payable 416,468 423,329 — — 423,329 Fannie Mae credit facilities 90,000 90,540 — — 90,540 Secured debt instruments - variable rate: (c) Tax-exempt secured notes payable 94,700 94,700 — — 94,700 Unsecured debt instruments: (c) Working capital credit facility 54,310 54,310 — — 54,310 Commercial paper program 90,000 90,000 — — 90,000 Unsecured notes 2,862,024 2,897,215 — — 2,897,215 Total liabilities $ 3,609,787 $ 3,652,379 $ — $ 2,285 $ 3,650,094 Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (d) $ 1,051,498 $ 1,051,498 $ — $ 1,051,498 $ — Fair Value at December 31, 2018, Using Total Quoted Carrying Prices in Amount in Active Statement of Markets Significant Financial Fair Value for Identical Other Significant Position at Estimate at Assets or Observable Unobservable December 31, December 31, Liabilities Inputs Inputs 2018 2018 (Level 1) (Level 2) (Level 3) Description: Notes receivable (a) $ 42,259 $ 45,026 $ — $ — $ 45,026 Derivatives - Interest rate contracts (b) 4,757 4,757 — 4,757 — Total assets $ 47,016 $ 49,783 $ — $ 4,757 $ 45,026 Derivatives - Interest rate contracts (b) $ 356 $ 356 $ — $ 356 $ — Secured debt instruments - fixed rate: (c) Mortgage notes payable 417,989 416,314 — — 416,314 Fannie Mae credit facilities 90,000 90,213 — — 90,213 Secured debt instruments - variable rate: (c) Tax-exempt secured notes payable 94,700 94,700 — — 94,700 Unsecured debt instruments: (c) Working capital credit facility 16 16 — — 16 Commercial paper program 101,115 101,115 — — 101,115 Unsecured notes 2,861,842 2,829,390 — — 2,829,390 Total liabilities $ 3,566,018 $ 3,532,104 $ — $ 356 $ 3,531,748 Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (d) $ 972,740 $ 972,740 $ — $ 972,740 $ — (a) See Note 2, Significant Accounting Policies . (b) See Note 11, Derivatives and Hedging Activity . (c) See Note 7, Secured and Unsecured Debt, Net . (d) See Note 9, Noncontrolling Interests. There were no transfers into or out of any of the levels of the fair value hierarchy during the three months ended March 31, 2019. Financial Instruments Carried at Fair Value The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The fair values of interest rate options are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of March 31, 2019 and December 31, 2018, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. In conjunction with the FASB’s fair value measurement guidance, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership have a redemption feature and are marked to their redemption value. The redemption value is based on the fair value of the Company’s common stock at the redemption date, and therefore, is calculated based on the fair value of the Company’s common stock at the balance sheet date. Since the valuation is based on observable inputs such as quoted prices for similar instruments in active markets, redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership are classified as Level 2. Financial Instruments Not Carried at Fair Value At March 31, 2019 and December 31, 2018, the fair values of cash and cash equivalents, restricted cash, accounts receivable, prepaids, real estate taxes payable, accrued interest payable, security deposits and prepaid rent, distributions payable and accounts payable approximated their carrying values because of the short term nature of these instruments. The estimated fair values of other financial instruments, which includes notes receivable and debt instruments, are classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs that are utilized in their respective valuations. We record impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by the future operation and disposition of those assets are less than the net book value of those assets. Our cash flow estimates are based upon historical results adjusted to reflect our best estimate of future market and operating conditions and our estimated holding periods. The net book value of impaired assets is reduced to fair value. Our estimates of fair value represent our best estimate based upon Level 3 inputs such as industry trends and reference to market rates and transactions. We consider various factors to determine if a decrease in the value of our Investment in and advances to unconsolidated joint ventures, net is other-than-temporary. These factors include, but are not limited to, age of the venture, our intent and ability to retain our investment in the entity, the financial condition and long-term prospects of the entity, and the relationships with the other joint venture partners and its lenders. Based on the significance of the unobservable inputs, we classify these fair value measurements within Level 3 of the valuation hierarchy. The Company did not incur any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures during the three months ended March 31, 2019 and 2018. After determining an other-than-temporary decrease in the value of an equity method investment has occurred, we estimate the fair value of our investment by estimating the proceeds we would receive upon a hypothetical liquidation of the investment at the date of measurement. Inputs reflect management’s best estimate of what market participants would use in pricing the investment giving consideration to the terms of the joint venture agreement and the estimated discounted future cash flows to be generated from the underlying joint venture assets. The inputs and assumptions utilized to estimate the future cash flows of the underlying assets are based upon the Company’s evaluation of the economy, market trends, operating results, and other factors, including judgments regarding costs to complete any construction activities, lease up and occupancy rates, rental rates, inflation rates, capitalization rates utilized to estimate the projected cash flows at the disposition, and discount rates.

DERIVATIVES AND HEDGING ACTIVIT

DERIVATIVES AND HEDGING ACTIVITY	3 Months Ended
	Mar. 31, 2019
DERIVATIVES AND HEDGING ACTIVITY
DERIVATIVES AND HEDGING ACTIVITY	11. DERIVATIVES AND HEDGING ACTIVITY Risk Management Objective of Using Derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its debt funding and through the use of derivative financial instruments. Specifically, the Company may enter into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings. Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in Accumulated other comprehensive income/(loss), net on the Consolidated Balance Sheets and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the three months ended March 31, 2019 and 2018, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. Amounts reported in Accumulated other comprehensive income/(loss), net on the Consolidated Balance Sheets related to derivatives that will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. Through March 31, 2020, the Company estimates that an additional $3.2 million will be reclassified as a decrease to Interest expense . As of March 31, 2019, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk ( dollars in thousands ): Number of Product Instruments Notional Interest rate swaps (a) 4 $ 315,000 Interest rate caps 1 $ 65,197 (a) In addition to the interest rate swaps summarized above, the Company entered into two additional interest rate swaps with a notional value totaling $75.0 million that will become effective in December 2019. Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements of GAAP. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings and resulted in no gain or loss and a loss of less than $0.1 million for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships ( dollars in thousands ): Number of Product Instruments Notional Interest rate caps 1 $ 19,880 Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheet The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018 ( dollars in thousands ): Asset Derivatives Liability Derivatives (included in Other assets ) (included in Other liabilities ) Fair Value at: Fair Value at: March 31, December 31, March 31, December 31, 2019 2018 2019 2018 Derivatives designated as hedging instruments: Interest rate products $ 3,315 $ 4,757 $ 2,285 $ 356 Tabular Disclosure of the Effect of Derivative Instruments on the Consolidated Statements of Operations The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018 ( dollars in thousands ): Gain/(Loss) Recognized in Gain/(Loss) Reclassified Interest expense Unrealized holding gain/(loss) from Accumulated OCI into (Amount Excluded from Recognized in OCI Interest expense Effectiveness Testing) Derivatives in Cash Flow Hedging Relationships 2019 2018 2019 2018 2019 2018 Three Months Ended March 31, Interest rate products $ (2,210) $ 1,710 $ 945 $ 172 $ — $ — Three Months Ended March 31, 2019 2018 Total amount of Interest expense presented on the Consolidated Statements of Operations $ 33,542 $ 29,943 The Company did not recognize any gain/(loss) in Interest income and other income/(expense), net related to derivatives not designated during each of the three months ended March 31, 2019 and 2018. Credit-risk-related Contingent Features The Company has agreements with its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness. The Company has certain agreements with some of its derivative counterparties that contain a provision where, in the event of default by the Company or the counterparty, the right of setoff may be exercised. Any amount payable to one party by the other party may be reduced by its setoff against any amounts payable by the other party. Events that give rise to default by either party may include, but are not limited to, the failure to pay or deliver payment under the derivative agreement, the failure to comply with or perform under the derivative agreement, bankruptcy, a merger without assumption of the derivative agreement, or in a merger, a surviving entity’s creditworthiness is materially weaker than the original party to the derivative agreement. As of March 31, 2019, the fair value of derivatives was in a net asset position, which includes accrued interest but excludes any adjustment for nonperformance risk related to these agreements, of $1.4 million. Tabular Disclosure of Offsetting Derivatives The Company has elected not to offset derivative positions on the consolidated financial statements. The tables below present the effect on its financial position had the Company made the election to offset its derivative positions as of March 31, 2019 and December 31, 2018 (dollars in thousands): Gross Net Amounts of Gross Amounts Not Offset Amounts Assets in the Consolidated Gross Offset in the Presented in the Balance Sheet Amounts of Consolidated Consolidated Cash Recognized Balance Balance Sheets Financial Collateral Offsetting of Derivative Assets Assets Sheets (a) Instruments Received Net Amount March 31, 2019 $ 3,315 $ — $ 3,315 $ — $ — $ 3,315 December 31, 2018 $ 4,757 $ — $ 4,757 $ — $ — $ 4,757 (a) Amounts reconcile to the aggregate fair value of derivative assets in the “Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets” located in this footnote. Gross Net Amounts of Gross Amounts Not Offset Amounts Liabilities in the Consolidated Gross Offset in the Presented in the Balance Sheet Amounts of Consolidated Consolidated Cash Recognized Balance Balance Sheets Financial Collateral Offsetting of Derivative Liabilities Liabilities Sheets (a) Instruments Posted Net Amount March 31, 2019 $ 2,285 $ — $ 2,285 $ — $ — $ 2,285 December 31, 2018 $ 356 $ — $ 356 $ — $ — $ 356 (a) Amounts reconcile to the aggregate fair value of derivative liabilities in the “Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets” located in this footnote.

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION	3 Months Ended
	Mar. 31, 2019
EMPLOYEE BENEFIT PLANS
STOCK BASED COMPENSATION	12. STOCK BASED COMPENSATION The Company recognized stock based compensation expense, inclusive of awards granted to our non-employee directors, net of capitalization, of $4.2 million and $3.5 million during the three months ended March 31, 2019 and 2018, respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2019
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	13. COMMITMENTS AND CONTINGENCIES Commitments Real Estate Commitments The following summarizes the Company’s real estate commitments at March 31, 2019 ( dollars in thousands ): Number UDR's UDR's Remaining Properties Investment (a) Commitment Wholly-owned — redevelopment 2 $ 245 $ 35,255 Joint ventures: Unconsolidated joint ventures - development 1 5,471 26,530 (b) Preferred equity investments 2 25,711 (c) 39,618 (d) Other investments - 4,280 13,500 (e) Total $ 35,707 $ 114,903 (a) Represents UDR’s investment as of March 31, 2019. (b) Represents UDR’s proportionate share of expected remaining costs to complete the development. (c) Represents UDR’s investment in 1300 Fairmount and Essex for the properties under development as of March 31, 2019. (d) Represents UDR’s remaining commitment for 1300 Fairmount and Essex. (e) Represents UDR’s remaining commitment for other investment ventures. Purchase Commitments During the three months ended March 31, 2019, the Company entered into a contract to purchase a 313 apartment home operating community located in King of Prussia, Pennsylvania for approximately $108.5 million. The Company made a $5.4 million deposit on the purchase which, as of March 31, 2019, is generally non-refundable other than due to a failure of closing conditions pursuant to the terms of the agreement. The acquisition is expected to close in the second quarter of 2019, subject to customary closing conditions. Contingencies Litigation and Legal Matters The Company is subject to various legal proceedings and claims arising in the ordinary course of business. The Company cannot determine the ultimate liability with respect to such legal proceedings and claims at this time. The Company believes that such liability, to the extent not provided for through insurance or otherwise, will not have a material adverse effect on our financial condition, results of operations or cash flows.

REPORTABLE SEGMENTS

REPORTABLE SEGMENTS	3 Months Ended
	Mar. 31, 2019
REPORTABLE SEGMENTS
REPORTABLE SEGMENTS	14. REPORTABLE SEGMENTS GAAP guidance requires that segment disclosures present the measure(s) used by the Chief Operating Decision Maker to decide how to allocate resources and for purposes of assessing such segments’ performance. UDR’s Chief Operating Decision Maker is comprised of several members of its executive management team who use several generally accepted industry financial measures to assess the performance of the business for our reportable operating segments. UDR owns and operates multifamily apartment communities that generate rental and other property related income through the leasing of apartment homes to a diverse base of tenants. The primary financial measures for UDR’s apartment communities are rental income and net operating income (“NOI”). Rental income represents gross market rent less adjustments for concessions, vacancy loss and bad debt. NOI is defined as rental income less direct property rental expenses. Rental expenses include real estate taxes, insurance, personnel, utilities, repairs and maintenance, administrative and marketing. Excluded from NOI is property management expense, which is calculated as 2.875% of property revenue to cover the regional supervision and accounting costs related to consolidated property operations, and land rent. UDR’s Chief Operating Decision Maker utilizes NOI as the key measure of segment profit or loss. UDR’s two reportable segments are Same-Store Communities and Non-Mature Communities/Other : · Same-Store Communities represent those communities acquired, developed, and stabilized prior to January 1, 2018 and held as of March 31, 2019. A comparison of operating results from the prior year is meaningful as these communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior period, there is no plan to conduct substantial redevelopment activities, and the community is not held for disposition within the current year. A community is considered to have stabilized occupancy once it achieves 90% occupancy for at least three consecutive months. · Non-Mature Communities/Other represent those communities that do not meet the criteria to be included in Same-Store Communities , including, but not limited to, recently acquired, developed and redeveloped communities, and the non-apartment components of mixed use properties. Management evaluates the performance of each of our apartment communities on a Same-Store Community and Non-Mature Community/Other basis, as well as individually and geographically. This is consistent with the aggregation criteria under GAAP as each of our apartment communities generally has similar economic characteristics, facilities, services, and tenants. Therefore, the Company’s reportable segments have been aggregated by geography in a manner identical to that which is provided to the Chief Operating Decision Maker. Revenue is measured based on consideration specified in contracts with customers. The Company recognizes revenue when it satisfies a performance obligation by providing the services specified in a contract to the customer. All revenues are from external customers and no single tenant or related group of tenants contributed 10% or more of UDR’s total revenues during the three months ended March 31, 2019 and 2018. The following is a description of the principal streams from which the Company generates its revenue: Lease Revenue Lease revenue related to leases is recognized on an accrual basis when due from residents or tenants in accordance with ASC 842, Leases . Rental payments are generally due on a monthly basis and recognized on a straight-line basis over the noncancellable lease term, inclusive of any periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option. In addition, in circumstances where a lease incentive is provided to tenants, the incentive is recognized as a reduction of lease revenue on a straight-line basis over the lease term. Lease revenue also includes all pass-through revenue from retail and residential leases and common area maintenance reimbursements from retail leases. These services represent non-lease components in a contract as the Company transfers a service to the lessee other than the right to use the underlying asset. The Company has elected the practical expedient under the leasing standard to not separate lease and non-lease components from its resident and retail lease contracts as the timing and pattern of revenue recognition for the non-lease component and related lease component are the same and the combined single lease component would be classified as an operating lease. Other Revenue Other revenue is generated by services provided by the Company to its retail and residential tenants and other unrelated third parties. These fees are generally recognized as earned. Joint venture management and other fees The Joint venture management and other fees revenue consists of management fees charged to our equity method joint ventures per the terms of contractual agreements and other fees. Joint venture fee revenue is recognized monthly as the management services are provided and the fees are earned or upon a transaction whereby the Company earns a fee. Joint venture management and other fees are not allocable to a specific reportable segment or segments. The following table details rental income and NOI for UDR’s reportable segments for the three months ended March 31, 2019 and 2018, and reconciles NOI to Net income/(loss) attributable to UDR, Inc. on the Consolidated Statements of Operations (dollars in thousands) : March 31, (a) 2019 2018 Reportable apartment home segment lease revenue Same-Store Communities West Region $ 100,565 $ 96,665 Mid-Atlantic Region 54,300 52,694 Southeast Region 29,532 28,339 Northeast Region 30,192 29,585 Southwest Region 14,152 13,821 Non-Mature Communities/Other 30,162 21,393 Total segment and consolidated rental income $ 258,903 $ 242,497 Reportable apartment home segment other revenue Same-Store Communities West Region $ 3,154 $ 2,738 Mid-Atlantic Region 2,003 1,736 Southeast Region 1,788 1,697 Northeast Region 630 581 Southwest Region 733 569 Non-Mature Communities/Other 711 665 Total segment and consolidated rental income $ 9,019 $ 7,986 Total reportable apartment home segment rental income Same-Store Communities West Region $ 103,719 $ 99,403 Mid-Atlantic Region 56,303 54,430 Southeast Region 31,320 30,036 Northeast Region 30,822 30,166 Southwest Region 14,885 14,390 Non-Mature Communities/Other 30,873 22,058 Total segment and consolidated rental income $ 267,922 $ 250,483 Reportable apartment home segment NOI Same-Store Communities West Region $ 78,439 $ 74,979 Mid-Atlantic Region 39,179 37,506 Southeast Region 22,010 21,047 Northeast Region 20,977 20,951 Southwest Region 8,992 8,477 Non-Mature Communities/Other 20,086 13,654 Total segment and consolidated NOI 189,683 176,614 Reconciling items: Joint venture management and other fees 2,751 2,822 Property management (7,703) (6,888) Other operating expenses (5,646) (2,009) Real estate depreciation and amortization (112,468) (108,136) General and administrative (12,467) (11,759) Casualty-related (charges)/recoveries, net — (940) Other depreciation and amortization (1,656) (1,691) Gain/(loss) on sale of real estate owned — 70,300 Income/(loss) from unconsolidated entities 49 (1,677) Interest expense (33,542) (29,943) Interest income and other income/(expense), net 9,813 2,759 Tax (provision)/benefit, net (2,212) (227) Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (2,057) (7,390) Net (income)/loss attributable to noncontrolling interests (42) (79) Net income/(loss) attributable to UDR, Inc. $ 24,503 $ 81,756 (a) Same-Store Community population consisted of 37,959 apartment homes. The following table details the assets of UDR’s reportable segments as of March 31, 2019 and December 31, 2018 (dollars in thousands) : March 31, December 31, 2019 2018 Reportable apartment home segment assets: Same-Store Communities: West Region $ 3,773,413 $ 3,763,366 Mid-Atlantic Region 2,323,591 2,317,369 Southeast Region 786,575 779,310 Northeast Region 1,494,009 1,491,994 Southwest Region 448,299 447,305 Non-Mature Communities/Other 1,854,668 1,396,815 Total segment assets 10,680,555 10,196,159 Accumulated depreciation (3,764,099) (3,654,160) Total segment assets — net book value 6,916,456 6,541,999 Reconciling items: Cash and cash equivalents 1,043 185,216 Restricted cash 23,111 23,675 Notes receivable, net 36,974 42,259 Investment in and advances to unconsolidated joint ventures, net 749,100 780,869 Operating lease right-of-use assets 94,145 — Other assets 134,896 137,710 Total consolidated assets $ 7,955,725 $ 7,711,728 Markets included in the above geographic segments are as follows: i. West Region — Orange County, San Francisco, Seattle, Los Angeles, Monterey Peninsula, Other Southern California and Portland ii. Mid-Atlantic Region — Metropolitan D.C., Richmond and Baltimore iii. Southeast Region — Orlando, Tampa, Nashville and Other Florida iv. Northeast Region — New York and Boston v. Southwest Region — Dallas, Austin and Denver

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2019
SIGNIFICANT ACCOUNTING POLICIES
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016‑13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments . The standard requires entities to estimate a lifetime expected credit loss for most financial assets, including trade and other receivables, held-to-maturity debt securities, loans and other financial instruments, and to present the net amount of the financial instrument expected to be collected. The updated standard will be effective for the Company on January 1, 2020. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, which amends the transition requirements and scope of ASU 2016-13 and clarifies that receivables arising from operating leases are not within the scope of the credit losses standard, but rather, should be accounted for in accordance with the leases standard. The Company is currently evaluating the effect that the updated standard will have on the consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases . The standard amends the existing lease accounting guidance and requires lessees to recognize a lease liability and a right-of-use asset for all leases on their balance sheets. Lessees of operating leases will continue to recognize lease expense in a manner similar to current accounting. For lessors, accounting for leases under the new guidance is substantially the same as in prior periods, but eliminates current real estate-specific provisions and changes the treatment of initial direct costs. The standard became effective for the Company on January 1, 2019. The Company elected the following package of practical expedients provided by the standard: (i) an entity need not reassess whether any expired or existing contract is a lease or contains a lease, (ii) an entity need not reassess the lease classification of any expired or existing leases, and (iii) an entity need not reassess initial direct costs for any existing leases. The Company also elected the short-term lease exception provided for in the standard and therefore will only recognize right-of-use assets and lease liabilities for leases with a term greater than one year. The Company recognized right-of-use assets of $94.3 million and lease liabilities of $88.3 million as of January 1, 2019 upon adoption of the standard. The right-of-use assets included $6.0 million of prepaid rent and intangible assets that was included within Other assets on our Consolidated Balance Sheets as of December 31, 2018. The lease liabilities represent the present value of the remaining minimum lease payments as of January 1, 2019 related to ground leases for communities where we are the lessee. The right-of-use assets represent our right to use an underlying asset for the lease term, which are calculated utilizing the lease liabilities plus any prepaid lease payments and intangible assets for ground leases acquired in the purchase of real estate. Our right-of-use assets and related lease liabilities recognized as of January 1, 2019 may change as a result of updates to the projected future minimum lease payments. Certain of our ground lease agreements where we are the lessee have future minimum lease payments that reset in the future based upon a percentage of the fair market value of the land at the time of the reset. One of these resets is in process as of March 31, 2019 and is estimated to increase our right-of-use assets and lease liabilities up to a maximum of $146.7 million and $140.7 million, respectively, during the remainder of 2019. The Company will continue to recognize lease expense for these leases in a manner similar to previous accounting based on our election of the package of practical expedients. However, in the event we modify existing ground leases and/or enter into new ground leases subsequent to the adoption of the standard, such leases would likely be classified as finance leases under the standard and require expense recognition based on the effective interest method. Under the standard, initial direct costs for both lessees and lessors would include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. As a result, subsequent to the adoption of the standard, we are now expensing non-incremental leasing costs as incurred. In July 2018, the FASB issued ASU 2018-11, Leases – Targeted Improvements , which provides entities with relief from the costs of implementing certain aspects of ASU 2016-02, Leases . The ASU provides a practical expedient which allows lessors to not separate lease and non-lease components in a contract and allocate the consideration in the contract to the separate components if both: (i) the timing and pattern of revenue recognition for the non-lease component and the related lease component are the same and (ii) the combined single lease component would be classified as an operating lease. The Company elected the practical expedient to account for lease and non-lease components as a single component in lease contracts where we are the lessor. The ASU also provides a transition option that permits entities to not recast the comparative periods presented when transitioning to the standard, which the Company also elected.
Principles of Consolidation	Principles of Consolidation The Company accounts for subsidiary partnerships, joint ventures and other similar entities in which it holds an ownership interest in accordance with the consolidation guidance. The Company first evaluates whether each entity is a variable interest entity (“VIE”). Under the VIE model, the Company consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, the Company consolidates an entity when it controls the entity through ownership of a majority voting interest.
Real Estate Sales Gain Recognition	Real Estate Sales Gain Recognition For sale transactions resulting in a transfer of a controlling financial interest of a property, the Company generally derecognizes the related assets and liabilities from its Consolidated Balance Sheets and records the gain or loss in the period in which the transfer of control occurs. If control of the property has not transferred to the counterparty, the criteria for derecognition are not met and the Company will continue to recognize the related assets and liabilities on its Consolidated Balance Sheets. Sale transactions to entities in which the Company sells a controlling financial interest in a property but retains a noncontrolling interest are accounted for as partial sales. Partial sales resulting in a change in control are accounted for at fair value and a full gain or loss is recognized. Therefore, the Company will record a gain or loss on the partial interest sold, and the initial measurement of our retained interest will be accounted for at fair value. Sales of real estate to joint ventures or other noncontrolled investees are also accounted for at fair value and the Company will record a full gain or loss in the period the property is contributed. To the extent that the Company acquires a controlling financial interest in a property that it previously accounted for as an equity method investment, the Company will not remeasure its previously held interest if the acquisition is treated as an asset acquisition. The Company will include the carrying amount of its previously held equity method interest along with the consideration paid and transaction costs incurred in determining the amounts to allocate to the related assets and liabilities acquired on its Consolidated Balance Sheets. When treated as an asset acquisition, the Company will not recognize a gain or loss on consolidation of a property.
Notes Receivable	Notes Receivable The following table summarizes our Notes receivable, net as of March 31, 2019 and December 31, 2018 ( dollars in thousands): Interest rate at Balance Outstanding March 31, March 31, December 31, 2019 2019 2018 Note due December 2019 (a) 12.00 % $ 20,000 $ 20,000 Note due February 2020 (b) 10.00 % 14,974 14,659 Note due October 2020 (c) 8.00 % 2,000 2,000 Note due August 2022 (d) 10.00 % — 5,600 Total notes receivable, net $ 36,974 $ 42,259 (a) In March 2018, the Company entered into a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million, of which $20.0 million has been funded. Interest payments are due when the loan matures. In March 2019, the note’s maturity was extended to December 27, 2019, and the note is secured by a parcel of land. (b) The Company has a secured note with an unaffiliated third party with an aggregate commitment of $16.4 million, of which $15.0 million has been funded, including $0.3 million during the three months ended March 31, 2019. Interest payments are due monthly. The note matures at the earliest of the following: (a) the closing of any private or public capital raising in the amount of $5.0 million or greater; (b) an acquisition; (c) acceleration in the event of default; or (d) the eighth anniversary of the date of the note (February 2020). (c) The Company has a secured note with an unaffiliated third party with an aggregate commitment of $2.0 million, of which $2.0 million has been funded. Interest payments are due when the loan matures. The note matures at the earliest of the following: (a) the closing of any private or public capital raising in the amount of $10.0 million or greater; (b) an acquisition; (c) acceleration in the event of default; or (d) the fifth anniversary of the date of the note (October 2020). (d) In January 2019, the $5.6 million secured note was repaid in full along with the contractually accrued interest of $0.2 million and an additional $8.5 million of promoted interest in conjunction with the unaffiliated third party being acquired. The Company recognized $1.1 million and $0.6 million of interest income and $8.5 million and zero of promoted interest from notes receivable during the three months ended March 31, 2019 and 2018, respectively, none of which was related party interest. Interest income and promoted interest are included in Interest income and other income/(expense), net on the Consolidated Statements of Operations.
Comprehensive Income/(Loss)	Comprehensive Income/(Loss) Comprehensive income/(loss), which is defined as the change in equity during each period from transactions and other events and circumstances from nonowner sources, including all changes in equity during a period except for those resulting from investments by or distributions to stockholders, is displayed in the accompanying Consolidated Statements of Comprehensive Income/(Loss). For the three months ended March 31, 2019 and 2018, the Company’s other comprehensive income/(loss) consisted of the gain/(loss) on derivative instruments that are designated as and qualify as cash flow hedges, (gain)/loss on derivative instruments reclassified from other comprehensive income/(loss) into earnings, and the allocation of other comprehensive income/(loss) to noncontrolling interests. The (gain)/loss on derivative instruments reclassified from other comprehensive income/(loss) is included in Interest expense on the Consolidated Statements of Operations. See Note 11, Derivatives and Hedging Activity, for further discussion. The allocation of other comprehensive income/(loss) to redeemable noncontrolling interests during the three months ended March 31, 2019 and 2018, was $(0.3) million and $0.1 million, respectively.
Income Taxes	Income Taxes Due to the structure of the Company as a REIT and the nature of the operations for the operating properties, no provision for federal income taxes has been provided for at UDR. Historically, the Company has generally incurred only state and local excise and franchise taxes. UDR has elected for certain consolidated subsidiaries to be treated as taxable REIT subsidiaries (“TRS”). Income taxes for our TRS are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rate is recognized in earnings in the period of the enactment date. The Company’s deferred tax assets are generally the result of differing depreciable lives on capitalized assets and timing of expense recognition for certain accrued liabilities. As of March 31, 2019 and December 31, 2018, UDR’s net deferred tax asset/(liability) was less than $(0.1) million and less than $(0.1) million, respectively. GAAP defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. GAAP also provides guidance on derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition. The Company recognizes its tax positions and evaluates them using a two-step process. First, UDR determines whether a tax position is more likely than not (greater than 50 percent probability) to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Second, the Company will determine the amount of benefit to recognize and record the amount that is more likely than not to be realized upon ultimate settlement. UDR had no material unrecognized tax benefit, accrued interest or penalties at March 31, 2019. UDR and its subsidiaries are subject to federal income tax as well as income tax of various state and local jurisdictions. The tax years 2015 through 2018 remain open to examination by tax jurisdictions to which we are subject. When applicable, UDR recognizes interest and/or penalties related to uncertain tax positions in Tax (provision)/benefit, net on the Consolidated Statements of Operations.

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2019
SIGNIFICANT ACCOUNTING POLICIES
Summary of notes receivable, net	The following table summarizes our Notes receivable, net as of March 31, 2019 and December 31, 2018 ( dollars in thousands): Interest rate at Balance Outstanding March 31, March 31, December 31, 2019 2019 2018 Note due December 2019 (a) 12.00 % $ 20,000 $ 20,000 Note due February 2020 (b) 10.00 % 14,974 14,659 Note due October 2020 (c) 8.00 % 2,000 2,000 Note due August 2022 (d) 10.00 % — 5,600 Total notes receivable, net $ 36,974 $ 42,259 (a) In March 2018, the Company entered into a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million, of which $20.0 million has been funded. Interest payments are due when the loan matures. In March 2019, the note’s maturity was extended to December 27, 2019, and the note is secured by a parcel of land. (b) The Company has a secured note with an unaffiliated third party with an aggregate commitment of $16.4 million, of which $15.0 million has been funded, including $0.3 million during the three months ended March 31, 2019. Interest payments are due monthly. The note matures at the earliest of the following: (a) the closing of any private or public capital raising in the amount of $5.0 million or greater; (b) an acquisition; (c) acceleration in the event of default; or (d) the eighth anniversary of the date of the note (February 2020). (c) The Company has a secured note with an unaffiliated third party with an aggregate commitment of $2.0 million, of which $2.0 million has been funded. Interest payments are due when the loan matures. The note matures at the earliest of the following: (a) the closing of any private or public capital raising in the amount of $10.0 million or greater; (b) an acquisition; (c) acceleration in the event of default; or (d) the fifth anniversary of the date of the note (October 2020). (d) In January 2019, the $5.6 million secured note was repaid in full along with the contractually accrued interest of $0.2 million and an additional $8.5 million of promoted interest in conjunction with the unaffiliated third party being acquired.

REAL ESTATE OWNED (Tables)

REAL ESTATE OWNED (Tables)	3 Months Ended
	Mar. 31, 2019
REAL ESTATE OWNED
Summary of carrying amounts for real estate owned (at cost)	The following table summarizes the carrying amounts for our real estate owned (at cost) as of March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, December 31, 2019 2018 Land $ 1,954,363 $ 1,849,799 Depreciable property — held and used: Land improvements 214,483 213,224 Building, improvements, and furniture, fixtures and equipment 8,475,755 8,133,136 Real estate intangible assets 35,954 — Real estate owned 10,680,555 10,196,159 Accumulated depreciation (3,764,099) (3,654,160) Real estate owned, net $ 6,916,456 $ 6,541,999

JOINT VENTURES AND PARTNERSHI_2

JOINT VENTURES AND PARTNERSHIPS (Tables)	3 Months Ended
	Mar. 31, 2019
JOINT VENTURES AND PARTNERSHIPS
Schedule of unconsolidated joint ventures and partnerships	The following table summarizes the Company’s investment in and advances to unconsolidated joint ventures and partnerships, net, which are accounted for under the equity method of accounting as of March 31, 2019 and December 31, 2018 (dollars in thousands) : Number of Number of Apartment Properties Homes Investment at UDR’s Ownership Interest Location of March 31, March 31, March 31, December 31, March 31, December 31, Joint Venture Properties 2019 2019 2019 2018 2019 2018 Operating and development: UDR/MetLife I Los Angeles, CA 1 operating community 150 $ 30,817 $ 30,839 50.0 % 50.0 % UDR/MetLife II Various 18 operating communities 4,059 303,893 296,807 50.0 % 50.0 % Other UDR/MetLife Various 5 operating communities 1,437 111,377 115,668 50.6 % 50.6 % Joint Ventures UDR/MetLife Vitruvian Park ® Addison, TX 4 operating communities; 1,879 73,199 71,730 50.0 % 50.0 % 1 development community (a); 4 land parcels UDR/KFH Washington, D.C. 3 operating communities 660 4,357 5,507 30.0 % 30.0 % West Coast Development Joint Ventures (d) Los Angeles, CA 1 operating community 293 35,994 36,143 47.0 % 47.0 % Investment in and advances to unconsolidated joint ventures, net, before participating loan investment, preferred equity investments and other investments $ 559,637 $ 556,694 Income/(loss) from investments Investment at Three Months Ended Years To UDR March 31, December 31, March 31, Developer Capital Program (b) Location Rate Maturity Commitment (c) 2019 2018 2019 2018 Preferred equity investments: West Coast Development Joint Ventures (d) Various 6.5 % N/A $ — $ 17,298 $ 65,417 $ (161) $ 796 1532 Harrison (e) San Francisco, CA 11.0 % 3.3 24,645 28,163 24,986 748 341 1200 Broadway (f) Nashville, TN 8.0 % 3.5 55,558 60,185 58,982 1,169 408 Junction (g) Santa Monica, CA 12.0 % 3.3 8,800 9,486 9,211 275 — 1300 Fairmount (h) Philadelphia, PA Variable 4.4 51,393 13,887 8,318 275 — Essex (i) Orlando, FL 12.5 % 4.4 12,886 11,824 9,940 332 — Other investments: The Portals (j) Washington, D.C. 11.0 % 2.2 38,559 44,340 43,167 1,173 679 Other investment ventures N/A N/A N/A $ 18,000 4,280 4,154 $ 125 $ (90) Total Developer Capital Program 189,463 224,175 Total investment in and advances to unconsolidated joint ventures, net $ 749,100 $ 780,869 (a) The number of apartment homes for the communities under development presented in the table above is based on the projected number of total homes upon completion of development. As of March 31, 2019, no apartment homes had been completed in the development community held by UDR/MetLife Vitruvian Park ® . (b) The Developer Capital Program is the program through which the Company makes investments, including preferred equity investments, mezzanine loans or other structured investments that may receive a fixed or variable yield on the investment and may include provisions pursuant to which the Company participates in the increase in value of the property upon monetization of the applicable property and/or holds fixed price purchase options. (c) Represents UDR’s maximum funding commitment only and therefore excludes other activity such as income from investments. (d) In 2015, the Company entered into a joint venture agreement with an unaffiliated joint venture partner and paid $136.3 million for a 48% ownership interest in a portfolio of five communities that were under construction. The communities are located in three of the Company’s core, coastal markets: Seattle, Washington, Los Angeles, California and Orange County, California. UDR earns a 6.5% preferred return on its investment through each individual community’s date of stabilization, defined as when a community reaches 80% occupancy for 90 consecutive days, while the joint venture partner is allocated all operating income and expense during the pre-stabilization period. Upon stabilization, income and expense are shared based on each partner’s ownership percentage and the Company no longer receives a 6.5% preferred return on its investment in the stabilized community. The Company serves as property manager and earns a management fee during the lease-up phase and subsequent operation of each of the communities. The unaffiliated joint venture partner is the general partner of the joint venture and the developer of the communities. The Company has concluded it does not control the joint ventures and accounts for them under the equity method of accounting. At inception of the agreement, the Company had a fixed-price option to acquire the remaining interest in each community commencing one year after completion. The unaffiliated joint venture partner is providing certain guaranties. During 2017, the Company exercised its fixed-price option to purchase the joint venture partner’s ownership interest in one of the five communities, and the joint venture sold two of the four remaining communities. In January 2019, the Company exercised its fixed-price option to purchase its joint venture partner’s ownership interest in one of the two remaining communities, a 386 apartment home operating community in Orange County, California, thereby increasing its ownership interest from 49% to 100%, for a cash purchase price of approximately $33.5 million. As a result, the Company consolidated the operating community and it is no longer accounted for as a preferred equity investment in an unconsolidated joint venture (see Note 3, Real Estate Owned ). In connection with the purchase, the construction loan on the community was paid in full. The Company and its joint venture partner plan to continue operating the one remaining community. In 2017, the Company entered into two additional joint venture agreements with the unaffiliated joint venture partner and paid $15.5 million for a 49% ownership interest in a 155 apartment home community in Seattle, Washington and $16.1 million for a 49% ownership interest in a 276 apartment home community in Hillsboro, Oregon (together with the 2015 joint venture described above, the “West Coast Development Joint Ventures”). UDR earns a 6.5% preferred return on its investments through the communities’ date of stabilization, as defined above, while our joint venture partner is allocated all operating income and expense during the pre-stabilization period. Upon stabilization of the communities, income and expense will be shared based on each partner’s ownership percentage and the Company will no longer receive a 6.5% preferred return on its investment. The Company will serve as property manager and will earn a management fee during the lease-up phase and subsequent operation of the stabilized communities. The unaffiliated joint venture partner is the general partner and the developer of the communities. The Company has concluded it does not control the joint ventures and accounts for them under the equity method of accounting. The Company has a fixed-price option to acquire the remaining interest in the communities beginning one year after completion. The unaffiliated joint venture partner is providing certain guaranties and there are construction loans on the communities. In January 2019, the Company exercised its fixed-price option to purchase its joint venture partner’s ownership interest in the 155 apartment home operating community in Seattle, Washington, thereby increasing its ownership interest from 49% to 100%, for a cash purchase price of approximately $20.0 million. As a result, the Company consolidated the operating community and it is no longer accounted for as a preferred equity investment in an unconsolidated joint venture (see Note 3, Real Estate Owned ). In connection with the purchase, the construction loan on the community was paid in full. The Company’s recorded equity investment in the West Coast Development Joint Ventures at March 31, 2019 and December 31, 2018, of $53.3 million and $101.6 million, respectively, is inclusive of outside basis costs and our accrued but unpaid preferred return. (e) In June 2017, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 136 apartment home community in San Francisco, California. The Company’s preferred equity investment of up to $24.6 million earns a preferred return of 11.0% per annum. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting. (f) In September 2017, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 313 apartment home community in Nashville, Tennessee. The Company’s preferred equity investment of up to $55.6 million earns a preferred return of 8.0% per annum and receives a variable percentage of the value created from the project upon a capital or liquidating event. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting. (g) In August 2018, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 66 apartment home community in Santa Monica, CA. The Company’s preferred equity investment of $8.8 million earns a preferred return of 12.0% per annum. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting. (h) In August 2018, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 471 apartment home community in Philadelphia, PA. The Company’s preferred equity investment of up to $51.4 million earns a preferred return between 8.5% and 12.0% per annum and receives a variable percentage of the value created from the project upon a capital or liquidating event. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting. (i) In September 2018, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 330 apartment home community in Orlando, FL. The Company’s preferred equity investment of up to $12.9 million earns a preferred return of 12.5% per annum. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting. (j) In May 2017, the Company entered into a joint venture agreement with an unaffiliated joint venture partner. The joint venture has made a mezzanine loan to a third party developer of a 373 apartment home community in Washington, D.C. The unaffiliated joint venture partner is the managing member of the joint venture. The mezzanine loan is for up to $71.0 million at an interest rate of 13.5% per annum and carries a term of four years with one 12-month extension option. The Company’s commitment to the joint venture is approximately $38.6 million and earns a weighted average return of approximately 11.0% per annum. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting.
Combined summary of balance sheets relating to unconsolidated joint ventures and partnerships	Combined summary balance sheets relating to the unconsolidated joint ventures and partnerships (not just our proportionate share) are presented below as of March 31, 2019 and December 31, 2018 ( dollars in thousands ): March 31, December 31, 2019 2018 Total real estate, net $ 3,193,477 $ 3,311,034 Cash and cash equivalents 44,714 49,867 Other assets 127,789 124,428 Total assets $ 3,365,980 $ 3,485,329 Third party debt, net $ 2,032,098 $ 2,125,350 Accounts payable and accrued liabilities 59,096 71,272 Total liabilities 2,091,194 2,196,622 Total equity $ 1,274,786 $ 1,288,707
Schedule of combined financial information relating to unconsolidated joint ventures and partnerships operations (not just proportionate share)	Combined summary financial information relating to the unconsolidated joint ventures’ and partnerships’ operations (not just our proportionate share) is presented below for the three months ended March 31, 2019 and 2018 ( dollars in thousands ) : Three Months Ended March 31, 2019 2018 Total revenues $ 81,532 $ 67,957 Property operating expenses 30,312 26,937 Real estate depreciation and amortization 29,580 26,848 Operating income/(loss) 21,640 14,172 Interest expense (21,924) (19,406) Other income/(loss) 1,625 (5) Net income/(loss) $ 1,341 $ (5,239)

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2019
LEASES
Lessee - Future minimum lease payments and total operating lease liabilities	Future minimum lease payments and total operating lease liabilities from our ground leases and office space as of March 31, 2019 are as follows (dollars in thousands): Ground Leases Office Space Total 2019 $ 3,676 $ 57 $ 3,733 2020 4,901 76 4,977 2021 4,901 32 4,933 2022 4,901 - 4,901 2023 4,901 - 4,901 Thereafter 313,919 - 313,919 Total future minimum lease payments (undiscounted) 337,199 165 337,364 Difference between future undiscounted cash flows and discounted cash flows (249,138) (8) (249,146) Total operating lease liabilities (discounted) $ 88,061 $ 157 $ 88,218
Lessee - components of operating lease expenses	The components of operating lease expenses from our ground leases and office space were as follows (dollars in thousands) : Three Months Ended March 31, 2019 Ground lease expense: Contractual lease rent expense $ Variable ground lease expense (a) Total ground lease expense (b) Contractual office space expense (b) Total operating lease expense $ (a) Variable ground lease expense includes adjustments such as changes in the consumer price index and payments based on a percentage of income of the lessee. (b) Ground lease expense is reported within the line item Other operating expenses and office space expense is recorded in General and administrative on the Consolidated Statements of Operations.
Lessor - Future minimum lease payments	Future minimum lease payments from our retail and commercial leases and our ground lease as of March 31, 2019 are as follows (dollars in thousands): Retail and Commercial Leases Ground Lease Total 2019 $ 14,826 $ 1,995 $ 16,821 2020 19,825 2,660 22,485 2021 18,768 2,660 21,428 2022 17,071 2,660 19,731 2023 15,712 2,660 18,372 Thereafter 85,712 110,168 195,880 Total future minimum lease payments (a) $ 171,914 $ 122,803 $ 294,717 (a) We have excluded our apartment home leases from this table as nearly all of our apartment home leases have initial terms of 12 months of less.

SECURED AND UNSECURED DEBT, N_2

SECURED AND UNSECURED DEBT, NET (Tables)	3 Months Ended
	Mar. 31, 2019
Unsecured Debt
Schedule of debt instruments	The following is a summary of our secured and unsecured debt at March 31, 2019 and December 31, 2018 ( dollars in thousands ): Principal Outstanding As of March 31, 2019 Weighted Weighted Average Average Number of March 31, December 31, Interest Years to Communities 2019 2018 Rate Maturity Encumbered Secured Debt: Fixed Rate Debt Mortgage notes payable (a) $ 416,468 $ 417,989 3.82 % 5.6 7 Fannie Mae credit facilities (b) 90,000 90,000 3.95 % 1.3 1 Deferred financing costs (1,275) (1,343) Total fixed rate secured debt, net 505,193 506,646 3.85 % 4.8 8 Variable Rate Debt Tax-exempt secured notes payable (c) 94,700 94,700 2.31 % 3.9 2 Deferred financing costs (97) (119) Total variable rate secured debt, net 94,603 94,581 2.31 % 3.9 2 Total Secured Debt, net 599,796 601,227 3.60 % 4.7 10 Unsecured Debt: Variable Rate Debt Borrowings outstanding under unsecured credit facility due January 2023 (d) (j) — — — % 3.8 Borrowings outstanding under unsecured commercial paper program due April 2019 (e) (j) 90,000 101,115 2.78 % 0.1 Borrowings outstanding under unsecured working capital credit facility due January 2021 (f) 54,310 16 3.32 % 1.8 Term Loan due September 2023 (d) (j) 35,000 35,000 3.39 % 4.5 Fixed Rate Debt 3.70% Medium-Term Notes due October 2020 (net of discounts of $12 and $14, respectively) (j) 299,988 299,986 3.70 % 1.5 4.63% Medium-Term Notes due January 2022 (net of discounts of $997 and $1,087, respectively) (j) 399,003 398,913 4.63 % 2.8 1.93% Term Loan due September 2023 (d) (j) 315,000 315,000 1.93 % 4.5 3.75% Medium-Term Notes due July 2024 (net of discounts of $548 and $574, respectively) (g) (j) 299,452 299,426 3.75 % 5.3 8.50% Debentures due September 2024 15,644 15,644 8.50 % 5.5 4.00% Medium-Term Notes due October 2025 (net of discounts of $447 and $465, respectively) (h) (j) 299,553 299,535 4.00 % 6.5 2.95% Medium-Term Notes due September 2026 (j) 300,000 300,000 2.95 % 7.4 3.50% Medium-Term Notes due July 2027 (net of discounts of $582 and $600, respectively) (j) 299,418 299,400 3.50 % 8.3 3.50% Medium-Term Notes due January 2028 (net of discounts of $1,043 and $1,072, respectively) (j) 298,957 298,928 3.50 % 8.8 4.40% Medium-Term Notes due January 2029 (net of discounts of $6 and $6, respectively) (i) (j) 299,994 299,994 4.40 % 9.8 Other 15 16 Deferred financing costs (16,301) (16,413) Total Unsecured Debt, net 2,990,033 2,946,560 3.65 % 5.7 Total Debt, net $ 3,589,829 $ 3,547,787 3.73 % 5.5 For purposes of classification of the above table, variable rate debt with a derivative financial instrument designated as a cash flow hedge is deemed as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instrument. Our secured debt instruments generally feature either monthly interest and principal or monthly interest-only payments with balloon payments due at maturity. As of March 31, 2019, secured debt encumbered $1.3 billion or 12.2% of UDR’s total real estate owned based upon gross book value ($9.4 billion or 87.8% of UDR’s real estate owned based on gross book value is unencumbered). (a) At March 31, 2019, fixed rate mortgage notes payable are generally due in monthly installments of principal and interest and mature at various dates from August 2020 through September 2028 and carry interest rates ranging from 3.15% to 4.35%. The Company will from time to time acquire properties subject to fixed rate debt instruments. In those situations, the Company records the debt at its estimated fair value and amortizes any difference between the fair value and par value to interest expense over the life of the underlying debt instrument. During the three months ended March 31, 2019 and 2018, the Company had $0.6 million and $0.7 million, respectively, of amortization of the fair market adjustment of debt assumed in the acquisition of properties, which was included in Interest expense on the Consolidated Statements of Operations. The unamortized fair market adjustment was a net premium of $4.4 million and $5.0 million at March 31, 2019 and December 31, 2018, respectively. (b) UDR had one secured credit facility with Fannie Mae with a commitment of $90.0 million at March 31, 2019. The Fannie Mae credit facility matures in July 2020 and bears interest at a fixed rate of 3.95%. Further information related to this credit facility is as follows (dollars in thousands) : March 31, December 31, 2019 2018 Borrowings outstanding $ 90,000 $ 90,000 Weighted average borrowings during the period ended 90,000 253,813 Maximum daily borrowings during the period ended 90,000 314,869 Weighted average interest rate during the period ended 4.0 % 4.7 % Weighted average interest rate at the end of the period 4.0 % 4.0 % (c) The variable rate mortgage notes payable that secure tax-exempt housing bond issues mature in August 2019 and March 2032. Interest on these notes is payable in monthly installments. The variable rate mortgage notes have interest rates ranging from 2.25% to 2.47% as of March 31, 2019. (d) The Company has a $1.1 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $350.0 million unsecured term loan (the “Term Loan”). The credit agreement for these facilities (the “Credit Agreement”) allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.0 billion, subject to certain conditions, including obtaining commitments from one or more lenders. The Revolving Credit Facility has a scheduled maturity date of January 31, 2023, with two six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date of September 30, 2023. Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to LIBOR plus a margin of 82.5 basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to LIBOR plus a margin of 90 basis points. Depending on the Company’s credit rating, the margin under the Revolving Credit Facility ranges from 75 to 145 basis points, the facility fee ranges from 10 to 30 basis points, and the margin under the Term Loan ranges from 80 to 165 basis points. The Credit Agreement contains customary representations and warranties and financial and other affirmative and negative covenants. The Credit Agreement also includes customary events of default, in certain cases subject to customary periods to cure. The occurrence of an event of default, following the applicable cure period, would permit the lenders to, among other things, declare the unpaid principal, accrued and unpaid interest and all other amounts payable under the Credit Agreement to be immediately due and payable. The following is a summary of short-term bank borrowings under the Revolving Credit Facility at March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, December 31, 2019 2018 Total revolving credit facility $ 1,100,000 $ 1,100,000 Borrowings outstanding at end of period (1) — — Weighted average daily borrowings during the period ended — — Maximum daily borrowings during the period ended — — Weighted average interest rate during the period ended — % — % Interest rate at end of the period — % — % (1) Excludes $3.3 million and $3.3 million of letters of credit at March 31, 2019 and December 31, 2018, respectively. (e) The Company has an unsecured commercial paper program. Under the terms of the program, the Company may issue unsecured commercial paper up to a maximum aggregate amount outstanding of $500.0 million. The notes are sold under customary terms in the United States commercial paper market and rank pari passu with all of the Company’s other unsecured indebtedness. The notes are fully and unconditionally guaranteed by the Operating Partnership. The following is a summary of short-term bank borrowings under the unsecured commercial paper program at March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, December 31, 2019 2018 Total unsecured commercial paper program $ 500,000 $ 500,000 Borrowings outstanding at end of period 90,000 101,115 Weighted average daily borrowings during the period ended 149,365 344,235 Maximum daily borrowings during the period ended 330,000 440,000 Weighted average interest rate during the period ended 2.8 % 2.4 % Interest rate at end of the period 2.8 % 2.9 % (f) The Company has a working capital credit facility, which provides for a $75.0 million unsecured revolving credit facility (the “Working Capital Credit Facility”) with a scheduled maturity date of January 15, 2021. Based on the Company’s current credit rating, the Working Capital Credit Facility has an interest rate equal to LIBOR plus a margin of 82.5 basis points. Depending on the Company’s credit rating, the margin ranges from 75 to 145 basis points. The following is a summary of short-term bank borrowings under the Working Capital Credit Facility at March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, December 31, 2019 2018 Total working capital credit facility $ 75,000 $ 75,000 Borrowings outstanding at end of period 54,310 16 Weighted average daily borrowings during the period ended 22,967 26,101 Maximum daily borrowings during the period ended 66,170 64,633 Weighted average interest rate during the period ended 3.3 % 2.9 % Interest rate at end of the period 3.3 % 3.3 % (g) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $100.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 3.69%. (h) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $200.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 4.53%. (i) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $150.0 million of this debt. The all in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 4.27%. (j) The Operating Partnership is a guarantor of this debt.
Secured credit facilities	Further information related to this credit facility is as follows (dollars in thousands) : March 31, December 31, 2019 2018 Borrowings outstanding $ 90,000 $ 90,000 Weighted average borrowings during the period ended 90,000 253,813 Maximum daily borrowings during the period ended 90,000 314,869 Weighted average interest rate during the period ended 4.0 % 4.7 % Weighted average interest rate at the end of the period 4.0 % 4.0 %
Schedule of aggregate maturities, including amortizing principal payments of secured and unsecured debt	The aggregate maturities, including amortizing principal payments on secured and unsecured debt, of total debt for the next ten calendar years subsequent to March 31, 2019 are as follows (dollars in thousands): Total Fixed Total Variable Total Total Total Year Secured Debt Secured Debt Secured Debt Unsecured Debt Debt 2019 $ 2,860 $ 67,700 $ 70,560 $ 90,000 $ 160,560 2020 198,076 — 198,076 300,000 498,076 2021 1,117 — 1,117 54,310 55,427 2022 1,157 — 1,157 400,000 401,157 2023 41,245 — 41,245 350,000 391,245 2024 — — — 315,644 315,644 2025 127,600 — 127,600 300,000 427,600 2026 50,000 — 50,000 300,000 350,000 2027 — — — 300,000 300,000 2028 80,000 — 80,000 300,000 380,000 Thereafter — 27,000 27,000 300,000 327,000 Subtotal 502,055 94,700 596,755 3,009,954 3,606,709 Non-cash (a) 3,138 (97) 3,041 (19,921) (16,880) Total $ 505,193 $ 94,603 $ 599,796 $ 2,990,033 $ 3,589,829 (a) Includes the unamortized balance of fair market value adjustments, premiums/discounts and deferred financing costs . For the three months ended March 31, 2019 and 2018, the Company amortized $1.0 million and $ 1.0 million, respectively, of deferred financing costs into Interest expense.
Commercial Paper
Unsecured Debt
Schedule of short-term debt	The following is a summary of short-term bank borrowings under the unsecured commercial paper program at March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, December 31, 2019 2018 Total unsecured commercial paper program $ 500,000 $ 500,000 Borrowings outstanding at end of period 90,000 101,115 Weighted average daily borrowings during the period ended 149,365 344,235 Maximum daily borrowings during the period ended 330,000 440,000 Weighted average interest rate during the period ended 2.8 % 2.4 % Interest rate at end of the period 2.8 % 2.9 %
Revolving Credit Facility
Unsecured Debt
Schedule of short-term debt	The following is a summary of short-term bank borrowings under the Revolving Credit Facility at March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, December 31, 2019 2018 Total revolving credit facility $ 1,100,000 $ 1,100,000 Borrowings outstanding at end of period (1) — — Weighted average daily borrowings during the period ended — — Maximum daily borrowings during the period ended — — Weighted average interest rate during the period ended — % — % Interest rate at end of the period — % — % (1) Excludes $3.3 million and $3.3 million of letters of credit at March 31, 2019 and December 31, 2018, respectively.
Unsecured Working Capital Credit Facility due January 2021
Unsecured Debt
Schedule of short-term debt	The following is a summary of short-term bank borrowings under the Working Capital Credit Facility at March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, December 31, 2019 2018 Total working capital credit facility $ 75,000 $ 75,000 Borrowings outstanding at end of period 54,310 16 Weighted average daily borrowings during the period ended 22,967 26,101 Maximum daily borrowings during the period ended 66,170 64,633 Weighted average interest rate during the period ended 3.3 % 2.9 % Interest rate at end of the period 3.3 % 3.3 %

INCOME_(LOSS) PER SHARE (Tables

INCOME/(LOSS) PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2019
INCOME/(LOSS) PER SHARE
Computation of basic and diluted income/(loss) per share	The following table sets forth the computation of basic and diluted income/(loss) per share for the periods presented (dollars and shares in thousands, except per share data): March 31, 2019 2018 Numerator for income/(loss) per share: Net income/(loss) $ 26,602 $ 89,225 Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (2,057) (7,390) Net (income)/loss attributable to noncontrolling interests (42) (79) Net income/(loss) attributable to UDR, Inc. 24,503 81,756 Distributions to preferred stockholders — Series E (Convertible) (1,011) (955) Income/(loss) attributable to common stockholders - basic and diluted $ 23,492 $ 80,801 Denominator for income/(loss) per share: Weighted average common shares outstanding 277,297 267,963 Non-vested restricted stock awards (295) (417) Denominator for basic income/(loss) per share 277,002 267,546 Incremental shares issuable from assumed conversion of stock options, unvested LTIP Units and unvested restricted stock 555 1,662 Denominator for diluted income/(loss) per share 277,557 269,208 Income/(loss) per weighted average common share: Basic $ 0.08 $ 0.30 Diluted $ 0.08 $ 0.30
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	The following table sets forth the additional shares of common stock outstanding by equity instrument if converted to common stock for each of the three months ended March 31, 2019 and 2018 (in thousands) : March 31, 2019 2018 OP/DownREIT Units 24,280 24,506 Convertible preferred stock 3,011 3,011 Stock options, unvested LTIP Units and unvested restricted stock 555 1,662

NONCONTROLLING INTERESTS (Table

NONCONTROLLING INTERESTS (Tables)	3 Months Ended
	Mar. 31, 2019
NONCONTROLLING INTERESTS
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	The following table sets forth redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership for the following period ( dollars in thousands ): Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership, December 31, 2018 $ 972,740 Mark-to-market adjustment to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership 144,197 Conversion of OP Units/DownREIT Units to Common Stock (72,846) Net income/(loss) attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership 2,057 Distributions to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (8,733) Vesting of Long-Term Incentive Plan Units 14,335 Allocation of other comprehensive income/(loss) (252) Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership, March 31, 2019 $ 1,051,498

FAIR VALUE OF DERIVATIVES AND_2

FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS (Tables)	3 Months Ended
	Mar. 31, 2019
FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS
Schedule of estimated fair values	The estimated fair values of the Company’s financial instruments either recorded or disclosed on a recurring basis as of March 31, 2019 and December 31, 2018, are summarized as follows (dollars in thousands) : Fair Value at March 31, 2019, Using Total Quoted Carrying Prices in Amount in Active Statement of Markets Significant Financial Fair Value for Identical Other Significant Position at Estimate at Assets or Observable Unobservable March 31, March 31, Liabilities Inputs Inputs 2019 2019 (Level 1) (Level 2) (Level 3) Description: Notes receivable (a) $ 36,974 $ 40,329 $ — $ — $ 40,329 Derivatives - Interest rate contracts (b) 3,315 3,315 — 3,315 — Total assets $ 40,289 $ 43,644 $ — $ 3,315 $ 40,329 Derivatives - Interest rate contracts (b) $ 2,285 $ 2,285 $ — $ 2,285 $ — Secured debt instruments - fixed rate: (c) Mortgage notes payable 416,468 423,329 — — 423,329 Fannie Mae credit facilities 90,000 90,540 — — 90,540 Secured debt instruments - variable rate: (c) Tax-exempt secured notes payable 94,700 94,700 — — 94,700 Unsecured debt instruments: (c) Working capital credit facility 54,310 54,310 — — 54,310 Commercial paper program 90,000 90,000 — — 90,000 Unsecured notes 2,862,024 2,897,215 — — 2,897,215 Total liabilities $ 3,609,787 $ 3,652,379 $ — $ 2,285 $ 3,650,094 Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (d) $ 1,051,498 $ 1,051,498 $ — $ 1,051,498 $ — Fair Value at December 31, 2018, Using Total Quoted Carrying Prices in Amount in Active Statement of Markets Significant Financial Fair Value for Identical Other Significant Position at Estimate at Assets or Observable Unobservable December 31, December 31, Liabilities Inputs Inputs 2018 2018 (Level 1) (Level 2) (Level 3) Description: Notes receivable (a) $ 42,259 $ 45,026 $ — $ — $ 45,026 Derivatives - Interest rate contracts (b) 4,757 4,757 — 4,757 — Total assets $ 47,016 $ 49,783 $ — $ 4,757 $ 45,026 Derivatives - Interest rate contracts (b) $ 356 $ 356 $ — $ 356 $ — Secured debt instruments - fixed rate: (c) Mortgage notes payable 417,989 416,314 — — 416,314 Fannie Mae credit facilities 90,000 90,213 — — 90,213 Secured debt instruments - variable rate: (c) Tax-exempt secured notes payable 94,700 94,700 — — 94,700 Unsecured debt instruments: (c) Working capital credit facility 16 16 — — 16 Commercial paper program 101,115 101,115 — — 101,115 Unsecured notes 2,861,842 2,829,390 — — 2,829,390 Total liabilities $ 3,566,018 $ 3,532,104 $ — $ 356 $ 3,531,748 Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (d) $ 972,740 $ 972,740 $ — $ 972,740 $ — (a) See Note 2, Significant Accounting Policies . (b) See Note 11, Derivatives and Hedging Activity . (c) See Note 7, Secured and Unsecured Debt, Net . (d) See Note 9, Noncontrolling Interests.

DERIVATIVES AND HEDGING ACTIV_2

DERIVATIVES AND HEDGING ACTIVITY (Tables)	3 Months Ended
	Mar. 31, 2019
DERIVATIVES AND HEDGING ACTIVITY
Schedule of outstanding interest rate derivatives	As of March 31, 2019, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk ( dollars in thousands ): Number of Product Instruments Notional Interest rate swaps (a) 4 $ 315,000 Interest rate caps 1 $ 65,197 (a) In addition to the interest rate swaps summarized above, the Company entered into two additional interest rate swaps with a notional value totaling $75.0 million that will become effective in December 2019. Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements of GAAP. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings and resulted in no gain or loss and a loss of less than $0.1 million for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships ( dollars in thousands ): Number of Product Instruments Notional Interest rate caps 1 $ 19,880
Fair value of Company's derivative financial instruments and their classification on Consolidated Balance Sheets	The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018 ( dollars in thousands ): Asset Derivatives Liability Derivatives (included in Other assets ) (included in Other liabilities ) Fair Value at: Fair Value at: March 31, December 31, March 31, December 31, 2019 2018 2019 2018 Derivatives designated as hedging instruments: Interest rate products $ 3,315 $ 4,757 $ 2,285 $ 356
Effect of Company's derivative financial instruments on Consolidated Statements of Operations	The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018 ( dollars in thousands ): Gain/(Loss) Recognized in Gain/(Loss) Reclassified Interest expense Unrealized holding gain/(loss) from Accumulated OCI into (Amount Excluded from Recognized in OCI Interest expense Effectiveness Testing) Derivatives in Cash Flow Hedging Relationships 2019 2018 2019 2018 2019 2018 Three Months Ended March 31, Interest rate products $ (2,210) $ 1,710 $ 945 $ 172 $ — $ —
Effect of Company's derivatives not designated as hedging instruments on the Consolidated Statements of Operations	Three Months Ended March 31, 2019 2018 Total amount of Interest expense presented on the Consolidated Statements of Operations $ 33,542 $ 29,943
Offsetting of Derivative Assets	The Company has elected not to offset derivative positions on the consolidated financial statements. The tables below present the effect on its financial position had the Company made the election to offset its derivative positions as of March 31, 2019 and December 31, 2018 (dollars in thousands): Gross Net Amounts of Gross Amounts Not Offset Amounts Assets in the Consolidated Gross Offset in the Presented in the Balance Sheet Amounts of Consolidated Consolidated Cash Recognized Balance Balance Sheets Financial Collateral Offsetting of Derivative Assets Assets Sheets (a) Instruments Received Net Amount March 31, 2019 $ 3,315 $ — $ 3,315 $ — $ — $ 3,315 December 31, 2018 $ 4,757 $ — $ 4,757 $ — $ — $ 4,757 (a) Amounts reconcile to the aggregate fair value of derivative assets in the “Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets” located in this footnote.
Offsetting of Derivative Liabilities	Gross Net Amounts of Gross Amounts Not Offset Amounts Liabilities in the Consolidated Gross Offset in the Presented in the Balance Sheet Amounts of Consolidated Consolidated Cash Recognized Balance Balance Sheets Financial Collateral Offsetting of Derivative Liabilities Liabilities Sheets (a) Instruments Posted Net Amount March 31, 2019 $ 2,285 $ — $ 2,285 $ — $ — $ 2,285 December 31, 2018 $ 356 $ — $ 356 $ — $ — $ 356 Amounts reconcile to the aggregate fair value of derivative liabilities in the “Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets” located in this footnote.

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	3 Months Ended
	Mar. 31, 2019
COMMITMENTS AND CONTINGENCIES
Summary of real estate commitments	The following summarizes the Company’s real estate commitments at March 31, 2019 ( dollars in thousands ): Number UDR's UDR's Remaining Properties Investment (a) Commitment Wholly-owned — redevelopment 2 $ 245 $ 35,255 Joint ventures: Unconsolidated joint ventures - development 1 5,471 26,530 (b) Preferred equity investments 2 25,711 (c) 39,618 (d) Other investments - 4,280 13,500 (e) Total $ 35,707 $ 114,903 (a) Represents UDR’s investment as of March 31, 2019. (b) Represents UDR’s proportionate share of expected remaining costs to complete the development. (c) Represents UDR’s investment in 1300 Fairmount and Essex for the properties under development as of March 31, 2019. (d) Represents UDR’s remaining commitment for 1300 Fairmount and Essex. (e) Represents UDR’s remaining commitment for other investment ventures.

REPORTABLE SEGMENTS (Tables)

REPORTABLE SEGMENTS (Tables)	3 Months Ended
	Mar. 31, 2019
REPORTABLE SEGMENTS
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to Net income/(loss)	The following table details rental income and NOI for UDR’s reportable segments for the three months ended March 31, 2019 and 2018, and reconciles NOI to Net income/(loss) attributable to UDR, Inc. on the Consolidated Statements of Operations (dollars in thousands) : March 31, (a) 2019 2018 Reportable apartment home segment lease revenue Same-Store Communities West Region $ 100,565 $ 96,665 Mid-Atlantic Region 54,300 52,694 Southeast Region 29,532 28,339 Northeast Region 30,192 29,585 Southwest Region 14,152 13,821 Non-Mature Communities/Other 30,162 21,393 Total segment and consolidated rental income $ 258,903 $ 242,497 Reportable apartment home segment other revenue Same-Store Communities West Region $ 3,154 $ 2,738 Mid-Atlantic Region 2,003 1,736 Southeast Region 1,788 1,697 Northeast Region 630 581 Southwest Region 733 569 Non-Mature Communities/Other 711 665 Total segment and consolidated rental income $ 9,019 $ 7,986 Total reportable apartment home segment rental income Same-Store Communities West Region $ 103,719 $ 99,403 Mid-Atlantic Region 56,303 54,430 Southeast Region 31,320 30,036 Northeast Region 30,822 30,166 Southwest Region 14,885 14,390 Non-Mature Communities/Other 30,873 22,058 Total segment and consolidated rental income $ 267,922 $ 250,483 Reportable apartment home segment NOI Same-Store Communities West Region $ 78,439 $ 74,979 Mid-Atlantic Region 39,179 37,506 Southeast Region 22,010 21,047 Northeast Region 20,977 20,951 Southwest Region 8,992 8,477 Non-Mature Communities/Other 20,086 13,654 Total segment and consolidated NOI 189,683 176,614 Reconciling items: Joint venture management and other fees 2,751 2,822 Property management (7,703) (6,888) Other operating expenses (5,646) (2,009) Real estate depreciation and amortization (112,468) (108,136) General and administrative (12,467) (11,759) Casualty-related (charges)/recoveries, net — (940) Other depreciation and amortization (1,656) (1,691) Gain/(loss) on sale of real estate owned — 70,300 Income/(loss) from unconsolidated entities 49 (1,677) Interest expense (33,542) (29,943) Interest income and other income/(expense), net 9,813 2,759 Tax (provision)/benefit, net (2,212) (227) Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (2,057) (7,390) Net (income)/loss attributable to noncontrolling interests (42) (79) Net income/(loss) attributable to UDR, Inc. $ 24,503 $ 81,756 (a) Same-Store Community population consisted of 37,959 apartment homes.
Details of assets of UDR's reportable segments	The following table details the assets of UDR’s reportable segments as of March 31, 2019 and December 31, 2018 (dollars in thousands) : March 31, December 31, 2019 2018 Reportable apartment home segment assets: Same-Store Communities: West Region $ 3,773,413 $ 3,763,366 Mid-Atlantic Region 2,323,591 2,317,369 Southeast Region 786,575 779,310 Northeast Region 1,494,009 1,491,994 Southwest Region 448,299 447,305 Non-Mature Communities/Other 1,854,668 1,396,815 Total segment assets 10,680,555 10,196,159 Accumulated depreciation (3,764,099) (3,654,160) Total segment assets — net book value 6,916,456 6,541,999 Reconciling items: Cash and cash equivalents 1,043 185,216 Restricted cash 23,111 23,675 Notes receivable, net 36,974 42,259 Investment in and advances to unconsolidated joint ventures, net 749,100 780,869 Operating lease right-of-use assets 94,145 — Other assets 134,896 137,710 Total consolidated assets $ 7,955,725 $ 7,711,728

BASIS OF PRESENTATION (Details)

BASIS OF PRESENTATION (Details) - shares	Mar. 31, 2019	Dec. 31, 2018
Consolidation And Basis Of Presentation
Operating Partnership units outstanding related to limited partner	184,053,122	183,636,543
Operating Partnership outstanding units	184,053,122
United Dominion Reality L.P.
Consolidation And Basis Of Presentation
Operating Partnership units outstanding related to limited partner	176,057,247
General Partners' ownership (as a percent)	95.70%
UDR Lighthouse DownREIT L.P.
Consolidation And Basis Of Presentation
Operating Partnership outstanding units	13,470,651
Percentage of units outstanding in Partnership	41.60%
UDR Lighthouse DownREIT L.P.
Consolidation And Basis Of Presentation
Operating Partnership outstanding units	32,367,380
Non-affiliated Partners
Consolidation And Basis Of Presentation
Operating Partnership units outstanding related to limited partner	7,995,875
Operating Partnership outstanding units	15,134,306
Percentage of units outstanding in Partnership	4.30%
Non-affiliated Partners | United Dominion Reality L.P.
Consolidation And Basis Of Presentation
Operating Partnership units outstanding related to limited partner	7,995,875
Operating Partnership outstanding units		9,387,844
Percentage of units outstanding in Partnership	4.30%	5.10%
Non-affiliated Partners | UDR Lighthouse DownREIT L.P.
Consolidation And Basis Of Presentation
Percentage of units outstanding in Partnership	46.80%
UDR, Inc.
Consolidation And Basis Of Presentation
Operating Partnership units outstanding related to limited partner	175,946,364	174,137,816
General Partners' ownership (as a percent)	53.20%
Operating Partnership outstanding units	17,233,074
Percentage of units outstanding in Partnership	95.70%	94.90%
UDR, Inc. | United Dominion Reality L.P.
Consolidation And Basis Of Presentation
General Partners' ownership (as a percent)	95.70%
Operating Partnership outstanding units		174,248,699
Percentage of units outstanding in Partnership		94.90%

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Jan. 31, 2019	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2019	Jan. 01, 2019	Dec. 31, 2018
Accounting policies
Notes receivable, net		$ 36,974				$ 42,259
Significant Accounting Policies
Lease classification per practical expedient		true
Operating lease right-of-use assets		$ 94,145
Operating lease liabilities		88,218
Proceeds from secured notes receivable	$ 5,600
Procceds from accrued interest	200
Note receivable interest income		1,100	$ 600
Promoted interest received	$ 8,500	8,500	0
Allocation of other comprehensive income/(loss)		(252)
Current Income Tax Expense (Benefit)		0
Interest Income, Related Party		0	0
Noncontrolling Interests
Significant Accounting Policies
Allocation of other comprehensive income/(loss)		$ (300)	100
Note due December 2019
Accounting policies
Note receivable interest rate		12.00%
Notes receivable, net		$ 20,000				20,000
Significant Accounting Policies
Notes receivable			$ 20,000
Note due February 2020
Accounting policies
Note receivable interest rate		10.00%
Notes receivable, net		$ 14,974				14,659
Significant Accounting Policies
Notes receivable		16,400
Note maturity public capital threshold		5,000
Notes Receivable Increase		$ 300
Note due October 2020
Accounting policies
Note receivable interest rate		8.00%
Notes receivable, net		$ 2,000				2,000
Significant Accounting Policies
Notes receivable		2,000
Note maturity public capital threshold		$ 10,000
Note due August 2022
Accounting policies
Note receivable interest rate		10.00%
Notes receivable, net						5,600
Maximum
Significant Accounting Policies
Deferred Tax Assets, Net		$ 100				100
ASU 2016-02 | Adjustment
Significant Accounting Policies
Operating lease right-of-use assets					$ 94,300
Operating lease liabilities					$ 88,300
Prepaid rent and intangible assets						$ 6,000
Forecast | ASU 2016-02 | Adjustment | Maximum
Significant Accounting Policies
Operating lease right-of-use assets				$ 146,700
Operating lease liabilities				$ 140,700

REAL ESTATE OWNED - Summarizes

REAL ESTATE OWNED - Summarizes the carrying amounts for our real estate owned (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
REAL ESTATE OWNED
Land	$ 1,954,363	$ 1,849,799
Depreciable property - held and used:
Land improvements	214,483	213,224
Building, improvements, and furniture, fixtures and equipment	8,475,755	8,133,136
In-place intangibles	35,954
Real estate owned	10,680,555	10,196,159
Accumulated depreciation	(3,764,099)	(3,654,160)
Total real estate owned, net of accumulated depreciation	$ 6,916,456	$ 6,541,999

REAL ESTATE OWNED - Additional

REAL ESTATE OWNED - Additional Information (Details) $ in Thousands	1 Months Ended			3 Months Ended
	Apr. 30, 2019USD ($)community	Feb. 28, 2019USD ($)community	Jan. 31, 2019USD ($)item	Mar. 31, 2019USD ($)statecommunityitem	Mar. 31, 2018USD ($)	Dec. 31, 2018
Real Estate Owned Disclosure
Number of real estate properties | community				131
Number of states in which there are owned and consolidated communities | state				11
Number of apartment homes owned and consolidated | item				41,041
Development costs excluding direct costs and capitalized interest				$ 3,300	$ 3,400
Interest capitalized during period				1,100	$ 4,600
In-place intangibles				$ 35,954
386 Home Operating Community In Anaheim
Real Estate Owned Disclosure
Number of apartment homes acquired | item			386
Ownership (as a percent)			100.00%			49.00%
Payment to acquire real estate			$ 33,500
Repayments of joint venture construction financing			59,800
Real estate acquired			115,700
In-place intangibles			$ 2,400
155 Home Operating Community in Seattle
Real Estate Owned Disclosure
Number of apartment homes acquired | item			155
Ownership (as a percent)			100.00%			49.00%
Real estate intangibles			$ 2,400
Payment to acquire real estate			20,000
Repayments of joint venture construction financing			26,000
Real estate acquired			58,100
In-place intangibles			600
To-Be-Developed Parcel of Land in Washington D.C
Real Estate Owned Disclosure
Payment to acquire real estate			$ 27,100
To Be Developed Parcel Of Land In Denver, Colorado
Real Estate Owned Disclosure
Payment to acquire real estate		$ 13,700
Operating Community in Brooklyn, New York
Real Estate Owned Disclosure
Real estate intangibles		33,600
Payment to acquire real estate		132,100
Real estate acquired		97,500
In-place intangibles		$ 1,000
Number of communities acquired | community		188
Operating Community in St. Petersburg, Florida
Real Estate Owned Disclosure
Payment to acquire real estate		$ 98,300
Real estate acquired		96,000
In-place intangibles		$ 2,300
Number of communities acquired | community		381
Operating Community in Towson, Maryland
Real Estate Owned Disclosure
Payment to acquire real estate	$ 86,400
Number of communities acquired | community	498

JOINT VENTURES AND PARTNERSHI_3

JOINT VENTURES AND PARTNERSHIPS - Summary (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)community	Mar. 31, 2018USD ($)	Dec. 31, 2018USD ($)	Sep. 30, 2018item	Aug. 31, 2018item	Sep. 30, 2017item	Dec. 31, 2015community
Unconsolidated entities
Investment in unconsolidated entities	$ 749,100		$ 780,869
Number of real estate properties | community	131
Financial information relating to unconsolidated joint ventures operations
Operating income/(loss)	$ 49	$ (1,677)
Unconsolidated Joint Ventures
Unconsolidated entities
Investment in unconsolidated entities	559,637		556,694
Combined summary of balance sheets relating to unconsolidated joint ventures
Total real estate, net	3,193,477		3,311,034
Cash and cash equivalents	44,714		49,867
Other assets	127,789		124,428
Total assets	3,365,980		3,485,329
Third party debt, net	2,032,098		2,125,350
Accounts payable and accrued liabilities	59,096		71,272
Total liabilities	2,091,194		2,196,622
Total equity	1,274,786		1,288,707
Financial information relating to unconsolidated joint ventures operations
Total revenues	81,532	67,957
Property operating expenses	30,312	26,937
Real estate depreciation and amortization	29,580	26,848
Operating income/(loss)	21,640	14,172
Interest expense	(21,924)	(19,406)
Other income/(loss)	1,625	(5)
Net income /(loss)	1,341	(5,239)
Unconsolidated Joint Venture West Coast Development JV
Unconsolidated entities
Investment in unconsolidated entities	$ 53,300		101,600
Preferred Equity Investment West Coast Development JV
Unconsolidated entities
UDR's Ownership Interest							48.00%
Number of real estate properties | community							5
Rate	6.50%						6.50%
Preferred Equity Investment 1200 Broadway Nashville TN
Unconsolidated entities
Number of apartment homes | item						313
Rate						8.00%
Preferred Equity Investment 1641 Lincoln Santa Monica CA
Unconsolidated entities
Number of apartment homes | item					66
Rate					12.00%
Preferred Equity Investment 1300 Fairmount Philadelphia, PA
Unconsolidated entities
Number of apartment homes | item					471
Preferred Equity Investment Essex Orlando, FL
Unconsolidated entities
Number of apartment homes | item				330
Rate				12.50%
Operating Community | Unconsolidated Joint Venture UDR Met Life I Partnership
Unconsolidated entities
Number of apartment homes | community	150
Investment in unconsolidated entities	$ 30,817		$ 30,839
UDR's Ownership Interest	50.00%		50.00%
Number of real estate properties | community	1
Operating Community | Unconsolidated Joint Venture UDR MetLife II Partnership
Unconsolidated entities
Number of apartment homes | community	4,059
Investment in unconsolidated entities	$ 303,893		$ 296,807
UDR's Ownership Interest	50.00%		50.00%
Number of real estate properties | community	18
Operating Community | Unconsolidated Joint Venture Other MetLife
Unconsolidated entities
Number of apartment homes | community	1,437
Investment in unconsolidated entities	$ 111,377		$ 115,668
UDR's Ownership Interest	50.60%		50.60%
Number of real estate properties | community	5
Operating Community | Unconsolidated Joint Venture Vitruvian Park
Unconsolidated entities
Number of apartment homes | community	1,879
Investment in unconsolidated entities	$ 73,199		$ 71,730
UDR's Ownership Interest	50.00%		50.00%
Number of real estate properties | community	4
Operating Community | Unconsolidated Joint Venture Three Washington DC
Unconsolidated entities
Number of apartment homes | community	660
Investment in unconsolidated entities	$ 4,357		$ 5,507
UDR's Ownership Interest	30.00%		30.00%
Number of real estate properties | community	3
Operating Community | Unconsolidated Joint Venture West Coast Development JV
Unconsolidated entities
Number of apartment homes | community	293
Investment in unconsolidated entities	$ 35,994		$ 36,143
UDR's Ownership Interest	47.00%		47.00%
Number of real estate properties | community	1
Development Community
Unconsolidated entities
Investment in unconsolidated entities	$ 189,463		$ 224,175
Development Community | Unconsolidated Joint Venture Vitruvian Park
Unconsolidated entities
Number of real estate properties | community	1
Development Community | Preferred Equity Investment West Coast Development JV
Unconsolidated entities
Investment in unconsolidated entities	$ 17,298		65,417
Rate	6.50%
Income from investments	$ (161)	796
Development Community | Preferred Equity Investment 1532 Harrison San Francisco, CA
Unconsolidated entities
Investment in unconsolidated entities	28,163		24,986
UDR commitment	$ 24,645
Rate	11.00%
Years to Maturity	3 years 3 months 18 days
Income from investments	$ 748	341
Development Community | Preferred Equity Investment 1200 Broadway Nashville TN
Unconsolidated entities
Investment in unconsolidated entities	60,185		58,982
UDR commitment	$ 55,558
Rate	8.00%
Years to Maturity	3 years 6 months
Income from investments	$ 1,169	408
Development Community | Preferred Equity Investment 1641 Lincoln Santa Monica CA
Unconsolidated entities
Investment in unconsolidated entities	9,486		9,211
UDR commitment	$ 8,800
Rate	12.00%
Years to Maturity	3 years 3 months 18 days
Income from investments	$ 275
Development Community | Preferred Equity Investment 1300 Fairmount Philadelphia, PA
Unconsolidated entities
Investment in unconsolidated entities	13,887		8,318
UDR commitment	$ 51,393
Years to Maturity	4 years 4 months 24 days
Income from investments	$ 275
Development Community | Preferred Equity Investment Essex Orlando, FL
Unconsolidated entities
Investment in unconsolidated entities	11,824		9,940
UDR commitment	$ 12,886
Rate	12.50%
Years to Maturity	4 years 4 months 24 days
Income from investments	$ 332
Development Community | Other Investment The Portals Washington, DC
Unconsolidated entities
Investment in unconsolidated entities	44,340		43,167
UDR commitment	$ 38,559
Rate	11.00%
Years to Maturity	2 years 2 months 12 days
Income from investments	$ 1,173	679
Development Community | Other Investment Ventures
Unconsolidated entities
Investment in unconsolidated entities	4,280		$ 4,154
UDR commitment	18,000
Income from investments	$ 125	$ (90)
Land Parcel | Unconsolidated Joint Venture Vitruvian Park
Unconsolidated entities
Number of real estate properties | community	4

JOINT VENTURES AND PARTNERSHI_4

JOINT VENTURES AND PARTNERSHIPS - Commitments (Details) $ in Thousands

1 Months Ended

3 Months Ended

12 Months Ended

Apr. 30, 2019USD ($)item

Jan. 31, 2019USD ($)communityitem

May 31, 2017USD ($)loanitem

Mar. 31, 2017

Mar. 31, 2019USD ($)

Mar. 31, 2018USD ($)

Dec. 31, 2017USD ($)communityitem

Dec. 31, 2015USD ($)item

Dec. 31, 2018USD ($)

Sep. 30, 2018USD ($)item

Aug. 31, 2018USD ($)item

Sep. 30, 2017USD ($)item

Jun. 30, 2017USD ($)item

Joint Ventures

Real estate owned

$ 10,680,555

$ 10,196,159

Second installment of payable incurred in partial consideration for acquisition of ownership interest in joint venture

498,076

Investment in unconsolidated entities

$ 749,100

780,869

Condition for Community considered to have stabilized occupancy

90%

Time to maintain percent occupancy to be considered a community

3 months

Investment in unconsolidated joint ventures

$ 21,389

$ 19,736

Long-term Debt

3,589,829

3,547,787

Deferred fees from the sale of properties

10,800

11,000

Joint venture management and other fees

$ 2,751

$ 2,822

Type of revenue

udr:ManagementAndOtherFeesMember

udr:ManagementAndOtherFeesMember

Management Service

Joint Ventures

Joint venture management and other fees

$ 2,800

$ 2,700

Type of revenue

us-gaap:ManagementServiceMember

us-gaap:ManagementServiceMember

Unconsolidated Joint Venture Vitruvian Park

Joint Ventures

Number of apartments of development community

0

Unconsolidated Joint Venture West Coast Development JV

Joint Ventures

Investment in unconsolidated entities

$ 53,300

$ 101,600

Preferred Equity Investment West Coast Development JV

Joint Ventures

UDR's Ownership Interest

48.00%

Number of communities are located in coastal market | item

3

Preferred return (as a percent)

6.50%

6.50%

Condition for Community considered to have stabilized occupancy

80%

Time to maintain percent occupancy to be considered a community

90 days

Hold period

1 year

1 year

1 year

Number of communities acquired | community

1

Number of completed communities | community

5

Number of remaining communities sold | community

2

Number of remaining communities | community

4

Number of joint ventures agreements entered into | item

2

Cost of ownership interest

$ 136,300

Preferred Equity Investment Anaheim CA

Joint Ventures

UDR's Ownership Interest

100.00%

49.00%

Number of communities acquired | community

1

Number of apartment homes acquired

386

Payment to acquire real estate

$ 33,500

Number of remaining communities acquired | community

2

Number of remaining communities | community

1

Preferred Equity Investment Seattle WA

Joint Ventures

UDR's Ownership Interest

100.00%

49.00%

49.00%

Number of apartment homes acquired | item

155

155

Payment to acquire real estate

$ 20,000

Cost of ownership interest

$ 15,500

Preferred Equity Investment Hillsboro Oregon

Joint Ventures

UDR's Ownership Interest

49.00%

Number of apartment homes acquired | item

276

Cost of ownership interest

$ 16,100

Preferred Equity Investment San Francisco California JV

Joint Ventures

Preferred return (as a percent)

11.00%

Number of apartment homes | item

136

Equity Investment

$ 24,600

Preferred Equity Investment 1200 Broadway Nashville TN

Joint Ventures

Preferred return (as a percent)

8.00%

Number of apartment homes | item

313

Equity Investment

$ 55,600

Preferred Equity Investment 1641 Lincoln Santa Monica CA

Joint Ventures

Preferred return (as a percent)

12.00%

Number of apartment homes | item

66

Equity Investment

$ 8,800

Preferred Equity Investment 1300 Fairmount Philadelphia, PA

Joint Ventures

Number of apartment homes | item

471

Equity Investment

$ 51,400

Preferred Equity Investment 1300 Fairmount Philadelphia, PA | Minimum

Joint Ventures

Preferred return (as a percent)

8.50%

Preferred Equity Investment 1300 Fairmount Philadelphia, PA | Maximum

Joint Ventures

Preferred return (as a percent)

12.00%

Preferred Equity Investment Essex Orlando, FL

Joint Ventures

Preferred return (as a percent)

12.50%

Number of apartment homes | item

330

Equity Investment

$ 12,900

Preferred Equity Investment Oakland, California

Joint Ventures

Income from investments

$ 27,300

Preferred return (as a percent)

9.00%

Number of apartment homes | item

173

Third Party Developer in Washington D.C.

Joint Ventures

Number of apartments of development community | item

373

Equity Investment

$ 38,600

Long-term Debt

$ 71,000

Interest rate of medium-term notes

13.50%

Debt instrument term

4 years

Number of extensions available | loan

1

Loan extension term

12 months

Weighted average interest rate of Company's committed portion

11

LEASES - Lessee Future Minimum

LEASES - Lessee Future Minimum Payments (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)leasecommunity
Lessee operating leases
Number of communities subject to ground leases | community	6
Operating leases existence of option to extend	true
Lease classification per practical expedient	true
Operating lease right-of-use assets	$ 94,145
Weighted average remaining lease term	70 years 10 months 24 days
Weighted average discount rate	5.20%
Number of ground lease contracts in dispute | lease	1
Future minimum lease payments
2019	$ 3,733
2020	4,977
2021	4,933
2022	4,901
2023	4,901
Thereafter	313,919
Total future minimum lease payments (undiscounted)	337,364
Difference between future undiscounted cash flows and discounted cash flows	(249,146)
Operating lease liabilities	$ 88,218
Ground Leases
Lessee operating leases
Lease classification per practical expedient	true
Future minimum lease payments
2019	$ 3,676
2020	4,901
2021	4,901
2022	4,901
2023	4,901
Thereafter	313,919
Total future minimum lease payments (undiscounted)	337,199
Difference between future undiscounted cash flows and discounted cash flows	(249,138)
Operating lease liabilities	88,061
Ground Leases | Disputed Operating Lease
Lessee operating leases
Annual lease payment	500
Ground Leases | Minimum
Lessee operating leases
Annual lease payment	1,200
Ground Leases | Maximum
Lessee operating leases
Annual lease payment	4,000
Office Space
Future minimum lease payments
2019	57
2020	76
2021	32
Total future minimum lease payments (undiscounted)	165
Difference between future undiscounted cash flows and discounted cash flows	(8)
Operating lease liabilities	$ 157

LEASES - Lessee Expenses (Detai

LEASES - Lessee Expenses (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
Lessee operating leases
Total lease expense	$ 2,298
Ground Leases
Lessee operating leases
Contractual lease expense	2,140
Variable lease expense	139
Ground Leases | Other operating expense
Lessee operating leases
Total lease expense	2,279
Office Space | General and administrative expense
Lessee operating leases
Contractual lease expense	$ 19

LEASES - Lessor (Details)

LEASES - Lessor (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)property
Lessor leases
Number of properties subject to a ground lease | property	1
Future minimum lease payments
2019	$ 16,821
2020	22,485
2021	21,428
2022	19,731
2023	18,372
Thereafter	195,880
Total future minimum payments	294,717
Maximum
Future minimum lease payments
Variable lease expense	200
Ground Leases
Future minimum lease payments
2019	1,995
2020	2,660
2021	2,660
2022	2,660
2023	2,660
Thereafter	110,168
Total future minimum payments	122,803
Variable lease expense	139
Retail and Commercial Spaces
Future minimum lease payments
2019	14,826
2020	19,825
2021	18,768
2022	17,071
2023	15,712
Thereafter	85,712
Total future minimum payments	$ 171,914

SECURED AND UNSECURED DEBT, N_3

SECURED AND UNSECURED DEBT, NET - Summary (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)communityitem	Dec. 31, 2018USD ($)
Secured debt instruments
Interest rate at end of the period	3.73%
Long-term Debt	$ 3,589,829	$ 3,547,787
Unsecured Debt	2,990,033	2,946,560
Borrowings outstanding	$ 3,300	3,300
Number of secured credit facilities with Fannie Mae | item	1
Weighted Average
Secured debt instruments
Years to maturity	5 years 6 months
Commercial Paper
Secured debt instruments
Interest rate at end of the period	2.78%
Borrowings outstanding at end of period	$ 90,000	101,115
Commercial Paper | Weighted Average
Secured debt instruments
Years to maturity	1 month 6 days
Mortgages Notes Payable | Fixed Rate Debt
Secured debt instruments
Principal outstanding	$ 416,468	417,989
Interest rate at end of the period	3.82%
Number of Communities Encumbered | community	7
Mortgages Notes Payable | Fixed Rate Debt | Weighted Average
Secured debt instruments
Years to maturity	5 years 7 months 6 days
Tax-exempt secured notes payable | Variable Rate Debt
Secured debt instruments
Principal outstanding	$ 94,700	94,700
Interest rate at end of the period	2.31%
Number of Communities Encumbered | community	2
Tax-exempt secured notes payable | Variable Rate Debt | Weighted Average
Secured debt instruments
Years to maturity	3 years 10 months 24 days
Fannie Mae credit facilities | Fixed Rate Debt
Secured debt instruments
Principal outstanding	$ 90,000	90,000
Interest rate at end of the period	3.95%
Number of Communities Encumbered | community	1
Fannie Mae credit facilities | Fixed Rate Debt | Weighted Average
Secured debt instruments
Years to maturity	1 year 3 months 18 days
Secured Debt
Secured debt instruments
Principal outstanding	$ 599,796	601,227
Interest rate at end of the period	3.60%
Long-term Debt	$ 599,796
Number of Communities Encumbered | community	10
Secured Debt | Weighted Average
Secured debt instruments
Years to maturity	4 years 8 months 12 days
Secured Debt | Fixed Rate Debt
Secured debt instruments
Principal outstanding	$ 505,193	506,646
Interest rate at end of the period	3.85%
Long-term Debt	$ 505,193
Number of Communities Encumbered | community	8
Deferred finance costs, net	$ (1,275)	(1,343)
Secured Debt | Fixed Rate Debt | Weighted Average
Secured debt instruments
Years to maturity	4 years 9 months 18 days
Secured Debt | Variable Rate Debt
Secured debt instruments
Principal outstanding	$ 94,603	94,581
Interest rate at end of the period	2.31%
Long-term Debt	$ 94,603
Number of Communities Encumbered | community	2
Deferred finance costs, net	$ (97)	(119)
Secured Debt | Variable Rate Debt | Weighted Average
Secured debt instruments
Years to maturity	3 years 10 months 24 days
Unsecured Revolving credit facility due 2023 | Weighted Average
Secured debt instruments
Years to maturity	3 years 9 months 18 days
Unsecured Working Capital Credit Facility due January 2021
Secured debt instruments
Interest rate at end of the period	3.32%
Borrowings outstanding	$ 54,310	16
Unsecured Working Capital Credit Facility due January 2021 | Weighted Average
Secured debt instruments
Years to maturity	1 year 9 months 18 days
Term Loan due September 2023
Secured debt instruments
Interest rate at end of the period	3.39%
Senior Notes	$ 35,000	35,000
Term Loan due September 2023 | Weighted Average
Secured debt instruments
Years to maturity	4 years 6 months
3.70% Term Notes Due October 2020
Secured debt instruments
Unamortized discount		14
Interest rate at end of the period	3.70%
Senior Notes	$ 299,988	299,986
3.70% Term Notes Due October 2020 | Weighted Average
Secured debt instruments
Years to maturity	1 year 6 months
4.63% Medium-Term Notes due January 2022
Secured debt instruments
Unamortized discount		1,087
Interest rate at end of the period	4.63%
Senior Notes	$ 399,003	398,913
4.63% Medium-Term Notes due January 2022 | Weighted Average
Secured debt instruments
Years to maturity	2 years 9 months 18 days
1.93% Term Loan due September 2023
Secured debt instruments
Interest rate at end of the period	1.93%
Senior Notes	$ 315,000	315,000
1.93% Term Loan due September 2023 | Weighted Average
Secured debt instruments
Years to maturity	4 years 6 months
3.75% Medium-Term Notes Due July 2024
Secured debt instruments
Unamortized discount		574
Interest rate at end of the period	3.75%
Senior Notes	$ 299,452	299,426
3.75% Medium-Term Notes Due July 2024 | Weighted Average
Secured debt instruments
Years to maturity	5 years 3 months 18 days
8.50% Debentures, Due September 2024
Secured debt instruments
Interest rate at end of the period	8.50%
Senior Notes	$ 15,644	15,644
8.50% Debentures, Due September 2024 | Weighted Average
Secured debt instruments
Years to maturity	5 years 6 months
4.00% Medium-Term Note due October 2025
Secured debt instruments
Unamortized discount		465
Interest rate at end of the period	4.00%
Senior Notes	$ 299,553	299,535
4.00% Medium-Term Note due October 2025 | Weighted Average
Secured debt instruments
Years to maturity	6 years 6 months
2.95% Medium-Term Note due September 2026
Secured debt instruments
Interest rate at end of the period	2.95%
Senior Notes	$ 300,000	300,000
2.95% Medium-Term Note due September 2026 | Weighted Average
Secured debt instruments
Years to maturity	7 years 4 months 24 days
3.50 Medium-Term Note due July 2027
Secured debt instruments
Unamortized discount		600
Interest rate at end of the period	3.50%
Senior Notes	$ 299,418	299,400
3.50 Medium-Term Note due July 2027 | Weighted Average
Secured debt instruments
Years to maturity	8 years 3 months 18 days
3.50% Medium-Term Notes Due January 2028
Secured debt instruments
Unamortized discount		1,072
Interest rate at end of the period	3.50%
Senior Notes	$ 298,957	298,928
3.50% Medium-Term Notes Due January 2028 | Weighted Average
Secured debt instruments
Years to maturity	8 years 9 months 18 days
4.40% Medium-Term Notes due January 2029
Secured debt instruments
Unamortized discount		6
Interest rate at end of the period	4.40%
Senior Notes	$ 299,994	299,994
4.40% Medium-Term Notes due January 2029 | Weighted Average
Secured debt instruments
Years to maturity	9 years 9 months 18 days
Other
Secured debt instruments
Senior Notes	$ 15	16
Unsecured Debt
Secured debt instruments
Interest rate at end of the period	3.65%
Long-term Debt	$ 2,990,033
Unsecured Debt	2,990,033	2,946,560
Deferred finance costs, net	$ (16,301)	(16,413)
Unsecured Debt | Weighted Average
Secured debt instruments
Years to maturity	5 years 8 months 12 days
United Dominion Reality L.P.
Secured debt instruments
Principal outstanding	$ 26,931	26,929
Interest rate at end of the period	2.50%
Number of Communities Encumbered | community	1
United Dominion Reality L.P. | Weighted Average
Secured debt instruments
Years to maturity	13 years
United Dominion Reality L.P. | Variable Rate Debt
Secured debt instruments
Deferred finance costs, net	$ (69)	(71)
United Dominion Reality L.P. | Tax-exempt secured notes payable | Variable Rate Debt
Secured debt instruments
Principal outstanding	$ 27,000	$ 27,000
Interest rate at end of the period	2.47%
Number of Communities Encumbered | community	1
United Dominion Reality L.P. | Tax-exempt secured notes payable | Variable Rate Debt | Weighted Average
Secured debt instruments
Years to maturity	13 years

SECURED AND UNSECURED DEBT, N_4

SECURED AND UNSECURED DEBT, NET - Variable Rate Debt (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Credit facilities
Unamortized net premium	$ 4,400		$ 5,000
Payments on secured debt	962	$ 1,172
Secured credit facilities
Borrowings outstanding at end of period	3,300		3,300
Fannie Mae
Secured credit facilities
Borrowings outstanding at end of period	90,000		90,000
Weighted average daily borrowings during the period ended	90,000		253,813
Maximum daily borrowings during the period ended	$ 90,000		$ 314,869
Weighted average interest rate during the period ended	4.00%		4.70%
Interest rate at the end of the period	4.00%		4.00%

SECURED AND UNSECURED DEBT, N_5

SECURED AND UNSECURED DEBT, NET - Credit Facilities (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Summary of short-term bank borrowings under unsecured commercial bank credit facility
Borrowings outstanding at end of period	$ 3,300	$ 3,300
Unsecured Commercial Bank Credit Facility
Summary of short-term bank borrowings under unsecured commercial bank credit facility
Total revolving credit facility	2,000,000
Unsecured Revolving credit facility due 2023 | Unsecured Commercial Bank Credit Facility
Summary of short-term bank borrowings under unsecured commercial bank credit facility
Total revolving credit facility	1,100,000
Term Loan due September 2023 | Unsecured Commercial Bank Credit Facility
Summary of short-term bank borrowings under unsecured commercial bank credit facility
Total revolving credit facility	350,000
Revolving Credit Facility | Unsecured Commercial Bank Credit Facility
Summary of short-term bank borrowings under unsecured commercial bank credit facility
Total revolving credit facility	1,100,000	1,100,000
Unsecured Working Capital Credit Facility due January 2021
Summary of short-term bank borrowings under unsecured commercial bank credit facility
Total revolving credit facility	75,000	75,000
Borrowings outstanding at end of period	54,310	16
Weighted average daily borrowings during the period ended	22,967	26,101
Maximum daily borrowings during the period ended	$ 66,170	$ 64,633
Weighted average interest rate during the period ended	3.30%	2.90%
Interest rate at the end of the period	3.30%	3.30%
Unsecured Commercial Paper | United Dominion Reality L.P.
Summary of short-term bank borrowings under unsecured commercial bank credit facility
Borrowings outstanding at end of period	$ 90,000	$ 101,100

SECURED AND UNSECURED DEBT, N_6

SECURED AND UNSECURED DEBT, NET - Short Term Debt (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Commercial Paper
Unsecured Debt
Total unsecured commercial paper program	$ 500,000	$ 500,000
Borrowings outstanding at end of period	90,000	101,115
Weighted average daily borrowings during the period ended	149,365	344,235
Maximum daily borrowings during the period ended	$ 330,000	$ 440,000
Weighted average interest rate during the period ended	2.80%	2.40%
Interest rate at the end of the period	2.80%	2.90%
4.00% Medium-Term Note due October 2025
Unsecured Debt
Weighted average interest rate during the period ended	4.53%

SECURED AND UNSECURED DEBT, N_7

SECURED AND UNSECURED DEBT, NET - Unsecured Maturities (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Aggregate maturities of unsecured debt
2019	$ 160,560
2020	498,076
2021	55,427
2022	401,157
2023	391,245
2024	315,644
2025	427,600
2026	350,000
2027	300,000
2028	380,000
Thereafter	327,000
Subtotal	3,606,709
Non-cash (a)	(16,880)
Long-term Debt, Total	3,589,829	$ 3,547,787
Secured Debt
Aggregate maturities of unsecured debt
2019	70,560
2020	198,076
2021	1,117
2022	1,157
2023	41,245
2025	127,600
2026	50,000
2028	80,000
Thereafter	27,000
Subtotal	596,755
Non-cash (a)	3,041
Long-term Debt, Total	599,796
Unsecured Debt
Aggregate maturities of unsecured debt
2019	90,000
2020	300,000
2021	54,310
2022	400,000
2023	350,000
2024	315,644
2025	300,000
2026	300,000
2027	300,000
2028	300,000
Thereafter	300,000
Subtotal	3,009,954
Non-cash (a)	(19,921)
Long-term Debt, Total	2,990,033
Fixed Rate Debt | Secured Debt
Aggregate maturities of unsecured debt
2019	2,860
2020	198,076
2021	1,117
2022	1,157
2023	41,245
2025	127,600
2026	50,000
2028	80,000
Subtotal	502,055
Non-cash (a)	3,138
Long-term Debt, Total	505,193
Variable Rate Debt | Secured Debt
Aggregate maturities of unsecured debt
2019	67,700
Thereafter	27,000
Subtotal	94,700
Non-cash (a)	(97)
Long-term Debt, Total	$ 94,603

SECURED AND UNSECURED DEBT, N_8

SECURED AND UNSECURED DEBT, NET - Debt Covenants (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)loan	Mar. 31, 2018USD ($)	Dec. 31, 2018USD ($)
Fixed and variable rate debt
Amortization of financing costs	$ 1,000	$ 1,000
Secured Debt
Secured debt amount which encumbers real estate owned based upon book value	$ 1,300,000
Percentage of secured debt which encumbers real estate owned based upon book value	12.20%
Secured debt amount of real estate owned which is unencumbered	$ 9,400,000
Percentage of secured debt of real estate owned which is unencumbered	87.80%
Long-term commercial paper	$ 500,000
Secured Debt	599,796		$ 601,227
Commercial Paper
Secured Debt
Commercial paper program	$ 90,000		101,115
Unsecured Debt
Secured Debt
Credit facility interest rate	90
Basis points added to to variable rate	90.00%
Unsecured Debt | Maximum
Secured Debt
Basis points added to to variable rate	165.00%
Unsecured Debt | Minimum
Secured Debt
Basis points added to to variable rate	80.00%
Unsecured Working Capital Credit Facility due January 2021
Secured Debt
Credit facilities with aggregate commitment	$ 75,000		75,000
Credit facility interest rate	82.5
Unsecured Working Capital Credit Facility due January 2021 | Maximum
Secured Debt
Basis points added to to variable rate	145.00%
Unsecured Working Capital Credit Facility due January 2021 | Minimum
Secured Debt
Basis points added to to variable rate	75.00%
3.75% Medium-Term Notes Due July 2024
Secured Debt
Portion of medium term note subject to interest rate swaps	$ 100,000
Long-term Debt, Weighted Average Interest Rate	3.69%
Senior Notes	$ 299,452		299,426
Debt Assumed As Part of Acquisition
Secured Debt
Amortization of Debt Discount (Premium)	$ 600	$ 700
Tax-exempt secured notes payable | Fixed Rate Debt
Secured Debt
Debt Instrument, Maturity Date Range, Start	Aug. 1, 2019
Debt instrument, maturity date range, end	Mar. 1, 2032
Fannie Mae credit facilities | Fixed Rate Debt
Secured Debt
Debt instrument, maturity date range, end	Jul. 1, 2020
Tax-exempt secured notes payable | Variable Rate Debt | Maximum
Secured Debt
Notes payable maximum interest rates range	2.47%
Tax-exempt secured notes payable | Variable Rate Debt | Minimum
Secured Debt
Notes payable maximum interest rates range	2.25%
Revolving Credit Facility
Secured Debt
Basis points added to to variable rate	82.50%
Commitment fee	15.00%
Revolving Credit Facility | Maximum
Secured Debt
Basis points added to to variable rate	145.00%
Commitment fee	30.00%
Revolving Credit Facility | Minimum
Secured Debt
Basis points added to to variable rate	75.00%
Commitment fee	10.00%
4.00% Medium-Term Note due October 2025
Secured Debt
Portion of medium term note subject to interest rate swaps	$ 200,000
Senior Notes	299,553		299,535
4.40% Medium-Term Notes due January 2029
Secured Debt
Portion of medium term note subject to interest rate swaps	$ 150,000
Long-term Debt, Weighted Average Interest Rate	4.27%
Senior Notes	$ 299,994		299,994
2.95% Medium-Term Note due September 2026
Secured Debt
Senior Notes	300,000		300,000
Unsecured Commercial Bank Credit Facility
Secured Debt
Credit facilities with aggregate commitment	$ 2,000,000
Unsecured Commercial Bank Credit Facility | Unsecured Debt
Secured Debt
Maturity date	Sep. 30, 2023
Unsecured Commercial Bank Credit Facility | Unsecured Revolving credit facility due 2023
Secured Debt
Credit facilities with aggregate commitment	$ 1,100,000
Number of Extensions of loan | loan	2
Extension period of option on loan	6 months
Unsecured Commercial Bank Credit Facility | Revolving Credit Facility
Secured Debt
Credit facilities with aggregate commitment	$ 1,100,000		1,100,000
Maturity date	Jan. 31, 2023
United Dominion Reality L.P.
Secured Debt
Notes payable maximum interest rates range		3.73%
Secured Debt	$ 26,931		$ 26,929
United Dominion Reality L.P. | Unsecured Commercial Bank Credit Facility
Secured Debt
Long-term commercial paper	$ 500,000
Mortgages Notes Payable | Fixed Rate Debt
Secured Debt
Debt Instrument, Maturity Date Range, Start	Aug. 1, 2020
Debt instrument, maturity date range, end	Sep. 1, 2028
Mortgages Notes Payable | Fixed Rate Debt | Maximum
Secured Debt
Notes payable maximum interest rates range	4.35%
Mortgages Notes Payable | Fixed Rate Debt | Minimum
Secured Debt
Notes payable maximum interest rates range	3.15%

INCOME_(LOSS) PER SHARE (Detail

INCOME/(LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Jul. 31, 2017
Antidilutive securities
Net income/(loss)	$ 26,602	$ 89,225
Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	(2,057)	(7,390)
Net (income)/loss attributable to noncontrolling interests	(42)	(79)
Net income/(loss) attributable to UDR, Inc.	24,503	81,756
Distributions to preferred stockholders — Series E (Convertible)	(1,011)	(955)
Net income/(loss) attributable to common stockholders	$ 23,492	$ 80,801
Denominator for earnings per share - basic and diluted:
Weighted average common shares outstanding	277,297,000	267,963,000
Non-vested restricted stock awards	(295,000)	(417,000)
Denominator for basic income/(loss) per share	277,002,000	267,546,000
Incremental shares issuable from assumed conversion of stock options, unvested LTIP Units and unvested restricted stock	555,000	1,662,000
Denominator for diluted income/(loss) per share	277,557,000	269,208,000
Income/(loss) per weighted average common share - basic	$ 0.08	$ 0.30
Income/(loss) per weighted average common share - diluted	$ 0.08	$ 0.30
Number of shares authorized	350,000,000		350,000,000
Aggregate gross proceeds	$ 192,179
Aggregate net proceeds from sales, after deducting related	$ 192,179
OP/DownREIT Units
Antidilutive securities
Antidilutive securities	24,280,000	24,506,000
Convertible preferred stock
Antidilutive securities
Antidilutive securities	3,011,000	3,011,000
Stock options, unvested LTIP Units and unvested restricted stock
Antidilutive securities
Antidilutive securities	555,000	1,662,000
ATM
Denominator for earnings per share - basic and diluted:
Number of shares authorized				20,000,000
Number of shares sold	4,400,000
Aggregate gross proceeds	$ 195,000
Weighted average price per share	$ 44.80
Commissions paid to sales agents	$ 2,800
Aggregate net proceeds from sales, after deducting related	$ 192,200
Shares of common stock available for future issuance	15,600,000

NONCONTROLLING INTERESTS (Detai

NONCONTROLLING INTERESTS (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Redeemable noncontrolling interests in the Operating Partnership
Minimum holding period prior to redemption (in years)	1 year
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership, beginning of year	$ 972,740
Mark-to-market adjustment to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	144,197	$ (68,217)
Conversion of OP Units/DownREIT Units to Common Stock	(72,846)
Net income/(loss) attributable o redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	2,057	7,390
Distributions to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	(8,733)
Vesting of Long-Term Incentive Plan Units	14,335
Allocation of other comprehensive income/(loss)	(252)
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership, end of year	1,051,498
Net income/(loss) attributable to noncontrolling interests	30	70
Maximum
Redeemable noncontrolling interests in the Operating Partnership
Net income/(loss) attributable to noncontrolling interests	$ (100)	$ (100)
LTIP Units | Minimum
Redeemable noncontrolling interests in the Operating Partnership
Vesting period	1 year
LTIP Units | Maximum
Redeemable noncontrolling interests in the Operating Partnership
Vesting period	3 years

FAIR VALUE OF DERIVATIVES AND_3

FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Fair Value
Notes receivable, net	$ 36,974	$ 42,259
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis
Gross Amounts of Recognized Assets	3,315	4,757
Gross Amounts of Recognized Liabilities	2,285	356
Unsecured debt instruments
Redeemable Noncontrolling Interest, Equity, Carrying Amount	1,051,498	972,740
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	1,051,498	972,740
Carrying Amount | Fair Value, Measurements, Recurring
Fair Value
Notes receivable, net	36,974	42,259
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis
Total assets	40,289	47,016
Unsecured debt instruments
Total liabilities	3,609,787	3,566,018
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	1,051,498	972,740
Carrying Amount | Interest rate contracts | Fair Value, Measurements, Recurring
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis
Derivative Asset Designated as Hedging Instrument, Fair Value	3,315	4,757
Derivatives - Interest rate contracts (b)	2,285	356
Carrying Amount | Commercial bank | Fair Value, Measurements, Recurring
Unsecured debt instruments
Unsecured debt instruments	54,310	16
Commercial paper program	90,000	101,115
Carrying Amount | Senior Unsecured Notes | Fair Value, Measurements, Recurring
Unsecured debt instruments
Unsecured debt instruments	2,862,024	2,861,842
Fair Value | Fair Value, Measurements, Recurring
Fair Value
Notes receivable, net	40,329	45,026
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis
Total assets	43,644	49,783
Unsecured debt instruments
Total liabilities	3,652,379	3,532,104
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	1,051,498	972,740
Fair Value | Interest rate contracts | Fair Value, Measurements, Recurring
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis
Derivative Asset Designated as Hedging Instrument, Fair Value	3,315	4,757
Derivatives - Interest rate contracts (b)	2,285	356
Fair Value | Commercial bank | Fair Value, Measurements, Recurring
Unsecured debt instruments
Unsecured debt instruments	54,310	16
Commercial paper program	90,000	101,115
Fair Value | Senior Unsecured Notes | Fair Value, Measurements, Recurring
Unsecured debt instruments
Unsecured debt instruments	2,897,215	2,829,390
Fair Value | Level 2 | Fair Value, Measurements, Recurring
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis
Total assets	3,315	4,757
Unsecured debt instruments
Total liabilities	2,285	356
Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	1,051,498	972,740
Fair Value | Level 2 | Interest rate contracts | Fair Value, Measurements, Recurring
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis
Derivative Asset Designated as Hedging Instrument, Fair Value	3,315	4,757
Derivatives - Interest rate contracts (b)	2,285	356
Fair Value | Level 3 | Fair Value, Measurements, Recurring
Fair Value
Notes receivable, net	40,329	45,026
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis
Total assets	40,329	45,026
Unsecured debt instruments
Total liabilities	3,650,094	3,531,748
Fair Value | Level 3 | Commercial bank | Fair Value, Measurements, Recurring
Unsecured debt instruments
Unsecured debt instruments	54,310	16
Commercial paper program	90,000	101,115
Fair Value | Level 3 | Senior Unsecured Notes | Fair Value, Measurements, Recurring
Unsecured debt instruments
Unsecured debt instruments	2,897,215	2,829,390
Tax-exempt secured notes payable | Variable Rate Debt
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis
Secured debt including debt on real estate held for sale	94,700	94,700
Tax-exempt secured notes payable | Variable Rate Debt | Carrying Amount | Tax-exempt secured notes payable | Fair Value, Measurements, Recurring
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis
Secured debt including debt on real estate held for sale	94,700	94,700
Tax-exempt secured notes payable | Variable Rate Debt | Fair Value | Tax-exempt secured notes payable | Fair Value, Measurements, Recurring
Debt instruments - fair value
Fair value	94,700	94,700
Tax-exempt secured notes payable | Variable Rate Debt | Fair Value | Level 3 | Tax-exempt secured notes payable | Fair Value, Measurements, Recurring
Debt instruments - fair value
Fair value	94,700	94,700
Fannie Mae credit facilities | Fixed Rate Debt
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis
Secured debt including debt on real estate held for sale	90,000	90,000
Fannie Mae credit facilities | Fixed Rate Debt | Carrying Amount | Fannie Mae credit facilities | Fair Value, Measurements, Recurring
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis
Secured debt including debt on real estate held for sale	90,000	90,000
Fannie Mae credit facilities | Fixed Rate Debt | Fair Value | Fannie Mae credit facilities | Fair Value, Measurements, Recurring
Debt instruments - fair value
Fair value	90,540	90,213
Fannie Mae credit facilities | Fixed Rate Debt | Fair Value | Level 3 | Fannie Mae credit facilities | Fair Value, Measurements, Recurring
Debt instruments - fair value
Fair value	90,540	90,213
Mortgages Notes Payable | Fixed Rate Debt
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis
Secured debt including debt on real estate held for sale	416,468	417,989
Mortgages Notes Payable | Fixed Rate Debt | Carrying Amount | Mortgages Notes Payable | Fair Value, Measurements, Recurring
Estimated fair values of the financial instruments either recorded or disclosed on a recurring basis
Secured debt including debt on real estate held for sale	416,468	417,989
Mortgages Notes Payable | Fixed Rate Debt | Fair Value | Mortgages Notes Payable | Fair Value, Measurements, Recurring
Debt instruments - fair value
Fair value	423,329	416,314
Mortgages Notes Payable | Fixed Rate Debt | Fair Value | Level 3 | Mortgages Notes Payable | Fair Value, Measurements, Recurring
Debt instruments - fair value
Fair value	$ 423,329	$ 416,314

DERIVATIVES AND HEDGING ACTIV_3

DERIVATIVES AND HEDGING ACTIVITY - Interest Rate Derivatives (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)instrument	Mar. 31, 2018USD ($)
Derivatives
Unrealized holding gain/(loss)	$ (2,210)	$ 1,710
Unsecured Commercial Bank Credit Facility
Derivatives
Total revolving credit facility	$ 2,000,000
Designated as Hedging Instrument | Interest rate swaps
Derivatives
Number of Interest Rate Derivatives Held | instrument	4
Notional	$ 315,000
Designated as Hedging Instrument | Interest rate swaps subsequently terminated and settled
Derivatives
Number of Interest Rate Derivatives Held | instrument	2
Notional	$ 75,000
Designated as Hedging Instrument | Interest rate caps
Derivatives
Number of Interest Rate Derivatives Held | instrument	1
Notional	$ 65,197
Not Designated as Hedging Instrument | Interest rate caps
Derivatives
Number of Interest Rate Derivatives Held | instrument	1
Notional	$ 19,880

DERIVATIVES AND HEDGING ACTIV_4

DERIVATIVES AND HEDGING ACTIVITY - Undesignated Interest Rate Derivatives (Details) - Interest rate contracts - Designated as Hedging Instrument - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Other assets
Fair value of Company's derivative financial instruments and their classification on Consolidated Balance Sheet
Derivative Asset Designated as Hedging Instrument, Fair Value	$ 3,315	$ 4,757
Other liabilities
Fair value of Company's derivative financial instruments and their classification on Consolidated Balance Sheet
Derivative Liability Designated as Hedging Instrument, Fair Value	$ 2,285	$ 356

DERIVATIVES AND HEDGING ACTIV_5

DERIVATIVES AND HEDGING ACTIVITY - Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Effect of derivative instruments on the Consolidated Statements of Operations
Unrealized holding gain/(loss)	$ (2,210)	$ 1,710
Interest rate contracts | Interest expense | Cash Flow Hedging
Effect of derivative instruments on the Consolidated Statements of Operations
Unrealized holding gain/(loss)	(2,210)	1,710
Gain/(Loss) reclassified from Accumulated OCI in Interest Expense	945	172
Interest rate contracts | Other income/(expense)
Effect of derivative instruments on the Consolidated Statements of Operations
Gain/(Loss) recognized in Interest Income and Other Income/(Expense), net	$ 0
Interest rate contracts | Other income/(expense) | Maximum
Effect of derivative instruments on the Consolidated Statements of Operations
Gain/(Loss) recognized in Interest Income and Other Income/(Expense), net		$ (100)

DERIVATIVES AND HEDGING ACTIV_6

DERIVATIVES AND HEDGING ACTIVITY - Effectiveness (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Derivatives and hedging activity
Estimated additional accumulated other comprehensive Income/(Loss) transferred to interest expense	$ 3,200
Total amount of Interest expense presented on the Consolidated Statements of Operations	33,542	$ 29,943
Payment required to pay for contract termination	1,400
Interest rate swaps | Designated as Hedging Instrument
Fair value
Notional	$ 315,000

DERIVATIVES AND HEDGING ACTIV_7

DERIVATIVES AND HEDGING ACTIVITY - Offsetting Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Offsetting derivative assets
Net Amounts of Assets Presented in the Consolidated Balance Sheets (a)	$ 3,315	$ 4,757
Net Amount	3,315	4,757
Offsetting derivative liabilities
Gross Amounts of Recognized Liabilities	2,285	356
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets (b)	2,285	356
Net Amount	$ 2,285	$ 356

STOCK BASED COMPENSATION (Detai

STOCK BASED COMPENSATION (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Stock based compensation
Stock based compensation expense	$ 4.2	$ 3.5

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)community	Mar. 31, 2018USD ($)
Real estate properties
Development costs and capital expenditures incurred but not yet paid	$ 10,745	$ 39,749
Number of communities owned (in communities) | community	131
Costs Incurred to Date	$ 35,707
UDR's Remaining Commitment	114,903
Investment in unconsolidated joint ventures	$ 21,389	$ 19,736
Wholly owned — redevelopment
Real estate properties
Number of communities owned (in communities) | community	2
Costs Incurred to Date	$ 245
UDR's Remaining Commitment	$ 35,255
Unconsolidated joint ventures -development
Real estate properties
Number of communities owned (in communities) | community	1
Costs Incurred to Date	$ 5,471
UDR's Remaining Commitment	$ 26,530
Preferred Equity Investments
Real estate properties
Number of communities owned (in communities) | community	2
Costs Incurred to Date	$ 25,711
UDR's Remaining Commitment	39,618
Other investments
Real estate properties
Costs Incurred to Date	4,280
UDR's Remaining Commitment	$ 13,500
Apartment homes in King of Prussia, Pennsylvania
Real estate properties
Number of communities owned (in communities) | community	313
Contractual purchase price commitment	$ 108,500
Deposit	$ 5,400

REPORTABLE SEGMENTS (Details)

REPORTABLE SEGMENTS (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)segmentitem	Mar. 31, 2018USD ($)	Dec. 31, 2018USD ($)	Dec. 31, 2017USD ($)
Segments
Same store communities | item	37,959
Reportable Segments
Number of reportable segments | segment	2
Condition for Community considered to have stabilized occupancy	90%
Time to maintain percent occupancy to be considered a community	3 months
Practical expedient, single lease component	true
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Rental income	$ 267,922	$ 250,483
Reconciling items:
Joint venture management and other fees	$ 2,751	$ 2,822
Type of revenue	udr:ManagementAndOtherFeesMember	udr:ManagementAndOtherFeesMember
Property management	$ (7,703)	$ (6,888)
Other operating expenses	(5,646)	(2,009)
Real estate depreciation and amortization	(112,468)	(108,136)
General and administrative	(12,467)	(11,759)
Casualty-related (charges)/recoveries, net		(940)
Other depreciation and amortization	(1,656)	(1,691)
Gain/(loss) on sale of real estate owned		70,300
Income/(loss) from unconsolidated entities	49	(1,677)
Interest expense	(33,542)	(29,943)
Interest and other income/(expense), net	9,813	2,759
Tax (provision)/benefit, net	(2,212)	(227)
Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership	(2,057)	(7,390)
Net (income)/loss attributable to noncontrolling interests	(42)	(79)
Net income/(loss) attributable to UDR, Inc.	24,503	81,756
Reportable apartment home segment assets:
Total segment assets	10,680,555		$ 10,196,159
Accumulated depreciation	(3,764,099)		(3,654,160)
Total real estate owned, net of accumulated depreciation	6,916,456		6,541,999
Reconciling items:
Cash and cash equivalents	1,043	1,083	185,216	$ 2,038
Restricted cash	23,111	19,770	23,675	19,792
Notes receivable, net	36,974		42,259
Investment in and advances to unconsolidated joint ventures, net	749,100		780,869
Operating lease right-of-use assets	94,145
Other assets	134,896		137,710
Total consolidated assets	7,955,725		7,711,728
Same Store Communities West Region
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	100,565	96,665
Other revenue	3,154	2,738
Rental income	103,719	99,403
Reportable apartment home segment NOI	78,439	74,979
Reportable apartment home segment assets:
Total segment assets	3,773,413		3,763,366
Same Store Communities Mid-Atlantic Region
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	54,300	52,694
Other revenue	2,003	1,736
Rental income	56,303	54,430
Reportable apartment home segment NOI	39,179	37,506
Reportable apartment home segment assets:
Total segment assets	2,323,591		2,317,369
Same Store Communities Southeast Region
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	29,532	28,339
Other revenue	1,788	1,697
Rental income	31,320	30,036
Reportable apartment home segment NOI	22,010	21,047
Reportable apartment home segment assets:
Total segment assets	786,575		779,310
Same Store Communities Northeast Region
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	30,192	29,585
Other revenue	630	581
Rental income	30,822	30,166
Reportable apartment home segment NOI	20,977	20,951
Reportable apartment home segment assets:
Total segment assets	1,494,009		1,491,994
Same Store Communities Southwest Region
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	14,152	13,821
Other revenue	733	569
Rental income	14,885	14,390
Reportable apartment home segment NOI	8,992	8,477
Reportable apartment home segment assets:
Total segment assets	448,299		447,305
Non-Mature communities/Other
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	30,162	21,393
Other revenue	711	665
Rental income	30,873	22,058
Reportable apartment home segment NOI	20,086	13,654
Reportable apartment home segment assets:
Total segment assets	1,854,668		1,396,815
Total Communities
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	258,903	242,497
Other revenue	9,019	7,986
Rental income	267,922	250,483
Reportable apartment home segment NOI	$ 189,683	176,614
United Dominion Reality L.P.
Segments
Same store communities | item	15,723
Reportable Segments
Number of reportable segments | segment	2
Condition for Community considered to have stabilized occupancy	90%
Time to maintain percent occupancy to be considered a community	3 months
Practical expedient, single lease component	true
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Rental income	$ 108,334	106,592
Reconciling items:
Property management	(2,979)	(2,931)
Other operating expenses	(2,400)	(1,554)
Real estate depreciation and amortization	(34,654)	(37,565)
General and administrative	(4,661)	(4,309)
Casualty-related (charges)/recoveries, net		(342)
Gain/(loss) on sale of real estate owned		70,300
Income/(loss) from unconsolidated entities	(2,740)	(5,017)
Interest expense	(7,371)	(5,026)
Net (income)/loss attributable to noncontrolling interests	(388)	(418)
Net income/(loss) attributable to UDR, Inc.	23,946	91,427
Reportable apartment home segment assets:
Total segment assets	3,827,875		3,811,985
Accumulated depreciation	(1,692,702)		(1,658,161)
Total real estate owned, net of accumulated depreciation	2,135,173		2,153,824
Reconciling items:
Cash and cash equivalents	59	74	125	293
Restricted cash	14,010	13,011	13,563	$ 12,579
Investment in and advances to unconsolidated joint ventures, net	95,673		103,026
Operating lease right-of-use assets	93,987
Other assets	24,425		34,052
Total consolidated assets	2,363,327		2,304,590
United Dominion Reality L.P. | Same Store Communities West Region
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	60,782	58,340
Other revenue	1,994	1,824
Rental income	62,776	60,164
Reportable apartment home segment NOI	47,798	45,829
Reportable apartment home segment assets:
Total segment assets	1,988,360		1,981,007
United Dominion Reality L.P. | Same Store Communities Mid-Atlantic Region
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	14,810	14,532
Other revenue	535	495
Rental income	15,345	15,027
Reportable apartment home segment NOI	10,524	10,393
Reportable apartment home segment assets:
Total segment assets	664,103		663,083
United Dominion Reality L.P. | Same Store Communities Southeast Region
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	12,462	11,979
Other revenue	776	750
Rental income	13,238	12,729
Reportable apartment home segment NOI	9,257	8,792
Reportable apartment home segment assets:
Total segment assets	343,520		340,722
United Dominion Reality L.P. | Same Store Communities Northeast Region
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	7,972	7,848
Other revenue	166	166
Rental income	8,138	8,014
Reportable apartment home segment NOI	6,205	6,216
Reportable apartment home segment assets:
Total segment assets	406,759		406,149
United Dominion Reality L.P. | Non-Mature communities/Other
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	8,650	10,470
Other revenue	187	188
Rental income	8,837	10,658
Reportable apartment home segment NOI	5,355	7,059
Reportable apartment home segment assets:
Total segment assets	425,133		$ 421,024
United Dominion Reality L.P. | Total Communities
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	104,676	103,169
Other revenue	3,658	3,423
Rental income	108,334	106,592
Reportable apartment home segment NOI	$ 79,139	$ 78,289
Taxable REIT Subsidiaries
Reportable Segments
Management fee (as a percent)	2.875%

CONSOLIDATED BALANCE SHEETS (UN

CONSOLIDATED BALANCE SHEETS (UNITED DOMINION REALTY, L.P.) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Real estate owned:
Real estate held for investment	$ 10,680,555	$ 10,196,159
Less: accumulated depreciation	(3,764,099)	(3,654,160)
Total real estate owned, net of accumulated depreciation	6,916,456	6,541,999
Cash and cash equivalents	1,043	185,216
Restricted cash	23,111	23,675
Investment in unconsolidated entities	749,100	780,869
Operating lease right-of-use assets	94,145
Other assets	134,896	137,710
Total assets	7,955,725	7,711,728
LIABILITIES AND CAPITAL
Secured debt, net	599,796	601,227
Operating lease liabilities	88,218
Real estate taxes payable	27,205	20,608
Accrued interest payable	29,397	38,747
Security deposits and prepaid rent	36,332	35,060
Distributions payable	105,548	97,666
Accounts payable, accrued expenses, and other liabilities	65,334	76,343
Total liabilities	3,941,863	3,816,211
Commitments and contingencies (Note 11)
Partners’ capital:
Total liabilities and equity	7,955,725	7,711,728
United Dominion Reality L.P.
Real estate owned:
Real estate held for investment	3,827,875	3,811,985
Less: accumulated depreciation	(1,692,702)	(1,658,161)
Total real estate owned, net of accumulated depreciation	2,135,173	2,153,824
Cash and cash equivalents	59	125
Restricted cash	14,010	13,563
Investment in unconsolidated entities	95,673	103,026
Operating lease right-of-use assets	93,987
Other assets	24,425	34,052
Total assets	2,363,327	2,304,590
LIABILITIES AND CAPITAL
Secured debt, net	26,931	26,929
Notes payable due to the General Partner	690,974	700,115
Operating lease liabilities	88,061
Real estate taxes payable	8,593	2,699
Accrued interest payable	33	32
Security deposits and prepaid rent	14,978	15,250
Distributions payable	63,451	59,461
Accounts payable, accrued expenses, and other liabilities	13,520	14,215
Total liabilities	906,541	818,701
Commitments and contingencies (Note 11)
Partners’ capital:
General partner: 110,883 OP Units outstanding at March 31, 2019 and December 31, 2018	926	950
Limited partners: 183,942,239 and 183,525,660 OP Units outstanding at March 31, 2019 and December 31, 2018, respectively	1,441,653	1,471,120
Total partners’ capital	1,442,579	1,472,070
Noncontrolling interests	14,207	13,819
Total capital	1,456,786	1,485,889
Total liabilities and equity	$ 2,363,327	$ 2,304,590

CONSOLIDATED BALANCE SHEETS (_2

CONSOLIDATED BALANCE SHEETS (UNITED DOMINION REALTY, L.P.) (Parenthetical) - shares	Mar. 31, 2019	Dec. 31, 2018
Partners’ capital:
Operating Partnership units outstanding related to limited partner	184,053,122	183,636,543
United Dominion Reality L.P.
Partners’ capital:
OP units outstanding related to general partner	110,883	110,883
Operating Partnership units outstanding related to limited partner	183,942,239	183,525,660

CONSOLIDATED STATEMENTS OF OP_2

CONSOLIDATED STATEMENTS OF OPERATIONS (UNITED DOMINION REALTY, L.P.) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
REVENUES:
Rental income	$ 267,922	$ 250,483
OPERATING EXPENSES:
Property operating and maintenance	41,939	40,587
Real estate taxes and insurance	36,300	33,282
Property management	7,703	6,888
Other operating expenses	5,646	2,009
Real estate depreciation and amortization	112,468	108,136
General and administrative	12,467	11,759
Casualty-related charges/(recoveries), net		940
Total operating expenses	218,179	205,292
Gain/(loss) on sale of real estate owned		70,300
Operating income	52,494	118,313
Income/(loss) from unconsolidated entities	49	(1,677)
Interest expense	(33,542)	(29,943)
Net income/(loss)	26,602	89,225
United Dominion Reality L.P.
REVENUES:
Rental income	108,334	106,592
OPERATING EXPENSES:
Property operating and maintenance	16,531	16,618
Real estate taxes and insurance	12,664	11,685
Property management	2,979	2,931
Other operating expenses	2,400	1,554
Real estate depreciation and amortization	34,654	37,565
General and administrative	4,661	4,309
Casualty-related charges/(recoveries), net		342
Total operating expenses	73,889	75,004
Gain/(loss) on sale of real estate owned		70,300
Operating income	34,445	101,888
Income/(loss) from unconsolidated entities	(2,740)	(5,017)
Interest expense	(190)	(1,973)
Interest expense on notes payable due to the General Partner	(7,181)	(3,053)
Net income/(loss)	24,334	91,845
Net (income)/loss attributable to noncontrolling interests	(388)	(418)
Net income/(loss) attributable to OP unitholders	$ 23,946	$ 91,427
Income/(loss) per OP unit- basic and diluted:
Net income/(loss) per weighted average OP Unit - basic and diluted	$ 0.13	$ 0.50
Weighted average OP Units outstanding - basic and diluted	183,949	183,523

CONSOLIDATED STATEMENTS OF CH_3

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (UNITED DOMINION REALTY, L.P.) (Unaudited). - United Dominion Reality L.P. - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Beginning Balance	$ 1,485,889	$ 1,875,130
Net income/(loss)	24,334	91,845
Distributions	(63,469)	(59,459)
Long Term Incentive Plan Unit grants	10,032	7,109
Net change in advances (to)/from the General Partner		(107,097)
Ending Balance	1,456,786	1,807,528
Advances (to)/from General Partner
Beginning Balance		397,899
Net change in advances (to)/from the General Partner		(107,097)
Ending Balance		290,802
Total Partner's Capital
Beginning Balance	1,472,070	1,464,295
Net income/(loss)	23,946	91,427
Distributions	(63,469)	(59,459)
Long Term Incentive Plan Unit grants	10,032	7,109
Ending Balance	1,442,579	1,503,372
Noncontrolling Interests
Beginning Balance	13,819	12,936
Net income/(loss)	388	418
Ending Balance	14,207	13,354
Class A Limited Partner
Beginning Balance	69,401	67,474
Net income/(loss)	228	887
Distributions	(599)	(582)
Adjustment to reflect limited partners’ capital at redemption value	10,601	(5,384)
Ending Balance	79,631	62,395
Limited Partners and LTIP Units
Beginning Balance	302,545	283,568
Net income/(loss)	812	4,014
Distributions	(2,570)	(2,684)
OP Unit redemptions for common shares of UDR	(71,673)	(320)
Adjustment to reflect limited partners’ capital at redemption value	44,716	(19,590)
Long Term Incentive Plan Unit grants	10,032	7,109
Ending Balance	283,862	272,097
Limited Partner
Beginning Balance	1,099,174	1,112,298
Net income/(loss)	22,892	86,471
Distributions	(60,262)	(56,157)
OP Unit redemptions for common shares of UDR	71,673	320
Adjustment to reflect limited partners’ capital at redemption value	(55,317)	24,974
Ending Balance	1,078,160	1,167,906
General Partner
Beginning Balance	950	955
Net income/(loss)	14	55
Distributions	(38)	(36)
Ending Balance	$ 926	$ 974

CONSOLIDATED STATEMENTS OF CA_4

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNITED DOMINION REALTY, L.P.) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Operating Activities
Net income/(loss)	$ 26,602	$ 89,225
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
Depreciation and amortization	114,124	109,827
(Gain)/loss on sale of real estate owned		(70,300)
(Income)/loss from unconsolidated entities	(49)	1,677
Other	3,910	1,745
Changes in operating assets and liabilities:
(Increase)/decrease in operating assets	2,295	3,560
Increase/(decrease) in operating liabilities	(17,463)	(7,660)
Net cash provided by/(used in) operating activities	137,333	132,256
Investing Activities
Proceeds from sales of real estate investments, net		89,433
Capital expenditures and other major improvements — real estate assets	(31,264)	(14,765)
Distributions received from unconsolidated entities	10,797	5,633
Net cash provided by/(used in) investing activities	(459,749)	(24,586)
Financing Activities
Other	1,706	(6,471)
Net cash provided by/(used in) financing activities	137,679	(108,647)
Net increase/(decrease) in cash, cash equivalents, and restricted cash	(184,737)	(977)
Cash, cash equivalents, and restricted cash, beginning of year	208,891	21,830
Cash, cash equivalents, and restricted cash, end of period	24,154	20,853
Supplemental Information:
Interest paid during the period, net of amounts capitalized	44,271	35,155
Non-cash transactions:
Development costs and capital expenditures incurred but not yet paid	10,745	39,749
Recognition of operating lease right-of-use assets	94,349
Recognition of operating lease liabilities	88,336
Distributions declared but not yet paid	105,548	95,122
United Dominion Reality L.P.
Operating Activities
Net income/(loss)	24,334	91,845
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
Depreciation and amortization	34,654	37,565
(Gain)/loss on sale of real estate owned		(70,300)
(Income)/loss from unconsolidated entities	2,740	5,017
Other	1,364	1,091
Changes in operating assets and liabilities:
(Increase)/decrease in operating assets	2,529	2,091
Increase/(decrease) in operating liabilities	3,006	3,540
Net cash provided by/(used in) operating activities	68,627	70,849
Investing Activities
Proceeds from sales of real estate investments, net		89,433
Capital expenditures and other major improvements — real estate assets	(14,271)	(7,402)
Distributions received from unconsolidated entities	4,613	4,344
Net cash provided by/(used in) investing activities	(9,658)	86,375
Financing Activities
Advances (to)/from the General Partner, net		(154,101)
Issuance/(repayment) of notes payable to the General Partner	(55,599)
Distributions paid to partnership unitholders	(2,989)	(2,910)
Net cash provided by/(used in) financing activities	(58,588)	(157,011)
Net increase/(decrease) in cash, cash equivalents, and restricted cash	381	213
Cash, cash equivalents, and restricted cash, beginning of year	13,688	12,872
Cash, cash equivalents, and restricted cash, end of period	14,069	13,085
Supplemental Information:
Interest paid during the period, net of amounts capitalized	5,031	3,368
Non-cash transactions:
Development costs and capital expenditures incurred but not yet paid	3,676	1,903
Recognition of operating lease right-of-use assets	94,174
Recognition of operating lease liabilities	88,161
LTIP Unit grants	10,032	7,109
Distributions declared but not yet paid	$ 63,451	$ 59,461

CONSOLIDATED STATEMENTS OF CA_5

CONSOLIDATED STATEMENTS OF CASH FLOWS - SUPPLEMENTAL (UNITED DOMINION REALTY, L.P.) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018	Dec. 31, 2017
The following reconciles cash, cash equivalents, and restricted cash to the total of the same amounts as shown above:
Cash and cash equivalents	$ 1,043	$ 185,216	$ 1,083	$ 2,038
Restricted cash	23,111	23,675	19,770	19,792
Total cash, cash equivalents, and restricted cash as shown above	24,154	208,891	20,853	21,830
United Dominion Reality L.P.
The following reconciles cash, cash equivalents, and restricted cash to the total of the same amounts as shown above:
Cash and cash equivalents	59	125	74	293
Restricted cash	14,010	13,563	13,011	12,579
Total cash, cash equivalents, and restricted cash as shown above	$ 14,069	$ 13,688	$ 13,085	$ 12,872

CONSOLIDATION AND BASIS OF PRES

CONSOLIDATION AND BASIS OF PRESENTATION (UNITED DOMINION REALTY, L.P.)	3 Months Ended
	Mar. 31, 2019
Entity information
BASIS OF PRESENTATION	1. BASIS OF PRESENTATION Basis of Presentation UDR, Inc., collectively with our consolidated subsidiaries (“UDR,” the “Company,” “we,” “our,” or “us”), is a self-administered real estate investment trust, or REIT, that owns, operates, acquires, renovates, develops, redevelops, and manages apartment communities. The accompanying consolidated financial statements include the accounts of UDR and its subsidiaries, including United Dominion Realty, L.P. (the “Operating Partnership” or the “OP”) and UDR Lighthouse DownREIT L.P. (the “DownREIT Partnership”). As of March 31, 2019, there were 184,053,122 units in the Operating Partnership (“OP Units”) outstanding, of which 176,057,247 OP Units, or 95.7%, were owned by UDR and 7,995,875 OP Units, or 4.3%, were owned by outside limited partners. As of March 31, 2019, there were 32,367,380 units in the DownREIT Partnership (“DownREIT Units”) outstanding, of which 17,233,074, or 53.2%, were owned by UDR (including 13,470,651 DownREIT Units, or 41.6%, that were held by the Operating Partnership) and 15,134,306, or 46.8%, were owned by outside limited partners. The consolidated financial statements of UDR include the noncontrolling interests of the unitholders in the Operating Partnership and DownREIT Partnership. The accompanying interim unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted according to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments and eliminations necessary for the fair presentation of our financial position as of March 31, 2019, and results of operations for the three months ended March 31, 2019 and 2018, have been included. Such adjustments are normal and recurring in nature. The interim results presented are not necessarily indicative of results that can be expected for a full year. The accompanying interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2018 appearing in UDR’s Annual Report on Form 10‑K, filed with the Securities and Exchange Commission on February 19, 2019. The accompanying interim unaudited consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles (“GAAP”). GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the interim unaudited consolidated financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company evaluated subsequent events through the date its financial statements were issued. No significant recognized or non-recognized subsequent events were noted other than those noted in Note 3, Real Estate Owned , Note 5, Joint Ventures and Partnerships and Note 13, Commitments and Contingencies .
United Dominion Reality L.P.
Entity information
BASIS OF PRESENTATION	1. CONSOLIDATION AND BASIS OF PRESENTATION Basis of Presentation United Dominion Realty, L.P. (“UDR, L.P.,” the “Operating Partnership,” “we” or “our”) is a Delaware limited partnership, that owns, acquires, renovates, redevelops, manages, and disposes of multifamily apartment communities generally located in high barrier to entry markets located in the United States. The high barrier to entry markets are characterized by limited land for new construction, difficult and lengthy entitlement process, expensive single-family home prices and significant employment growth potential. UDR, L.P. is a subsidiary of UDR, Inc. (“UDR” or the “General Partner”), a self-administered real estate investment trust, or REIT, through which UDR conducts a significant portion of its business. During the three months ended March 31, 2019 and 2018, rental revenues of the Operating Partnership represented 40% and 43%, respectively, of the General Partner’s consolidated rental revenues. As of March 31, 2019, the Operating Partnership’s apartment portfolio consisted of 52 communities located in 15 markets consisting of 16,434 apartment homes. Interests in UDR, L.P. are represented by operating partnership units (“OP Units”). The Operating Partnership’s net income is allocated to the partners, which is initially based on their respective distributions made during the year and secondly, their percentage interests. Distributions are made in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of United Dominion Realty, L.P. (the “Operating Partnership Agreement”), on a per unit basis that is generally equal to the dividend per share on UDR’s common stock, which is publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “UDR.” As of March 31, 2019, there were 184,053,122 OP Units outstanding, of which 176,057,247, or 95.7%, were owned by UDR and affiliated entities and 7,995,875, or 4.3%, were owned by non-affiliated limited partners. There were 183,636,543 OP Units outstanding as of December 31, 2018, of which 174,248,699, or 94.9%, were owned by UDR and affiliated entities and 9,387,844, or 5.1%, were owned by non-affiliated limited partners. See Note 10, Capital Structure . The accompanying interim unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted according to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments and eliminations necessary for the fair presentation of our financial position as of March 31, 2019, and results of operations for the three months ended March 31, 2019 and 2018, have been included. Such adjustments are normal and recurring in nature. The interim results presented are not necessarily indicative of results that can be expected for a full year. The accompanying interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2018 included in the Annual Report on Form 10‑K filed by UDR and the Operating Partnership with the SEC on February 19, 2019. The accompanying interim unaudited consolidated statements are presented in accordance with U.S. generally accepted accounting principles (“GAAP”). GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the dates of the interim unaudited consolidated financial statements and the amounts of revenues and expenses during the reporting periods. Actual amounts realized or paid could differ from those estimates. All intercompany accounts and transactions have been eliminated in consolidation. The Operating Partnership evaluated subsequent events through the date its financial statements were issued. No significant recognized or non-recognized subsequent events were noted .

SIGNIFICANT ACCOUNTING POLICI_5

SIGNIFICANT ACCOUNTING POLICIES (UNITED DOMINION REALTY, L.P.)	3 Months Ended
	Mar. 31, 2019
Entity information
SIGNIFICANT ACCOUNTING POLICIES	2. SIGNIFICANT ACCOUNTING POLICIES Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016‑13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments . The standard requires entities to estimate a lifetime expected credit loss for most financial assets, including trade and other receivables, held-to-maturity debt securities, loans and other financial instruments, and to present the net amount of the financial instrument expected to be collected. The updated standard will be effective for the Company on January 1, 2020. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, which amends the transition requirements and scope of ASU 2016-13 and clarifies that receivables arising from operating leases are not within the scope of the credit losses standard, but rather, should be accounted for in accordance with the leases standard. The Company is currently evaluating the effect that the updated standard will have on the consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases . The standard amends the existing lease accounting guidance and requires lessees to recognize a lease liability and a right-of-use asset for all leases on their balance sheets. Lessees of operating leases will continue to recognize lease expense in a manner similar to current accounting. For lessors, accounting for leases under the new guidance is substantially the same as in prior periods, but eliminates current real estate-specific provisions and changes the treatment of initial direct costs. The standard became effective for the Company on January 1, 2019. The Company elected the following package of practical expedients provided by the standard: (i) an entity need not reassess whether any expired or existing contract is a lease or contains a lease, (ii) an entity need not reassess the lease classification of any expired or existing leases, and (iii) an entity need not reassess initial direct costs for any existing leases. The Company also elected the short-term lease exception provided for in the standard and therefore will only recognize right-of-use assets and lease liabilities for leases with a term greater than one year. The Company recognized right-of-use assets of $94.3 million and lease liabilities of $88.3 million as of January 1, 2019 upon adoption of the standard. The right-of-use assets included $6.0 million of prepaid rent and intangible assets that was included within Other assets on our Consolidated Balance Sheets as of December 31, 2018. The lease liabilities represent the present value of the remaining minimum lease payments as of January 1, 2019 related to ground leases for communities where we are the lessee. The right-of-use assets represent our right to use an underlying asset for the lease term, which are calculated utilizing the lease liabilities plus any prepaid lease payments and intangible assets for ground leases acquired in the purchase of real estate. Our right-of-use assets and related lease liabilities recognized as of January 1, 2019 may change as a result of updates to the projected future minimum lease payments. Certain of our ground lease agreements where we are the lessee have future minimum lease payments that reset in the future based upon a percentage of the fair market value of the land at the time of the reset. One of these resets is in process as of March 31, 2019 and is estimated to increase our right-of-use assets and lease liabilities up to a maximum of $146.7 million and $140.7 million, respectively, during the remainder of 2019. The Company will continue to recognize lease expense for these leases in a manner similar to previous accounting based on our election of the package of practical expedients. However, in the event we modify existing ground leases and/or enter into new ground leases subsequent to the adoption of the standard, such leases would likely be classified as finance leases under the standard and require expense recognition based on the effective interest method. Under the standard, initial direct costs for both lessees and lessors would include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. As a result, subsequent to the adoption of the standard, we are now expensing non-incremental leasing costs as incurred. In July 2018, the FASB issued ASU 2018-11, Leases – Targeted Improvements , which provides entities with relief from the costs of implementing certain aspects of ASU 2016-02, Leases . The ASU provides a practical expedient which allows lessors to not separate lease and non-lease components in a contract and allocate the consideration in the contract to the separate components if both: (i) the timing and pattern of revenue recognition for the non-lease component and the related lease component are the same and (ii) the combined single lease component would be classified as an operating lease. The Company elected the practical expedient to account for lease and non-lease components as a single component in lease contracts where we are the lessor. The ASU also provides a transition option that permits entities to not recast the comparative periods presented when transitioning to the standard, which the Company also elected. Principles of Consolidation The Company accounts for subsidiary partnerships, joint ventures and other similar entities in which it holds an ownership interest in accordance with the consolidation guidance. The Company first evaluates whether each entity is a variable interest entity (“VIE”). Under the VIE model, the Company consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, the Company consolidates an entity when it controls the entity through ownership of a majority voting interest. Real Estate Sales Gain Recognition For sale transactions resulting in a transfer of a controlling financial interest of a property, the Company generally derecognizes the related assets and liabilities from its Consolidated Balance Sheets and records the gain or loss in the period in which the transfer of control occurs. If control of the property has not transferred to the counterparty, the criteria for derecognition are not met and the Company will continue to recognize the related assets and liabilities on its Consolidated Balance Sheets. Sale transactions to entities in which the Company sells a controlling financial interest in a property but retains a noncontrolling interest are accounted for as partial sales. Partial sales resulting in a change in control are accounted for at fair value and a full gain or loss is recognized. Therefore, the Company will record a gain or loss on the partial interest sold, and the initial measurement of our retained interest will be accounted for at fair value. Sales of real estate to joint ventures or other noncontrolled investees are also accounted for at fair value and the Company will record a full gain or loss in the period the property is contributed. To the extent that the Company acquires a controlling financial interest in a property that it previously accounted for as an equity method investment, the Company will not remeasure its previously held interest if the acquisition is treated as an asset acquisition. The Company will include the carrying amount of its previously held equity method interest along with the consideration paid and transaction costs incurred in determining the amounts to allocate to the related assets and liabilities acquired on its Consolidated Balance Sheets. When treated as an asset acquisition, the Company will not recognize a gain or loss on consolidation of a property. Notes Receivable The following table summarizes our Notes receivable, net as of March 31, 2019 and December 31, 2018 ( dollars in thousands): Interest rate at Balance Outstanding March 31, March 31, December 31, 2019 2019 2018 Note due December 2019 (a) 12.00 % $ 20,000 $ 20,000 Note due February 2020 (b) 10.00 % 14,974 14,659 Note due October 2020 (c) 8.00 % 2,000 2,000 Note due August 2022 (d) 10.00 % — 5,600 Total notes receivable, net $ 36,974 $ 42,259 (a) In March 2018, the Company entered into a secured note with an unaffiliated third party with an aggregate commitment of $20.0 million, of which $20.0 million has been funded. Interest payments are due when the loan matures. In March 2019, the note’s maturity was extended to December 27, 2019, and the note is secured by a parcel of land. (b) The Company has a secured note with an unaffiliated third party with an aggregate commitment of $16.4 million, of which $15.0 million has been funded, including $0.3 million during the three months ended March 31, 2019. Interest payments are due monthly. The note matures at the earliest of the following: (a) the closing of any private or public capital raising in the amount of $5.0 million or greater; (b) an acquisition; (c) acceleration in the event of default; or (d) the eighth anniversary of the date of the note (February 2020). (c) The Company has a secured note with an unaffiliated third party with an aggregate commitment of $2.0 million, of which $2.0 million has been funded. Interest payments are due when the loan matures. The note matures at the earliest of the following: (a) the closing of any private or public capital raising in the amount of $10.0 million or greater; (b) an acquisition; (c) acceleration in the event of default; or (d) the fifth anniversary of the date of the note (October 2020). (d) In January 2019, the $5.6 million secured note was repaid in full along with the contractually accrued interest of $0.2 million and an additional $8.5 million of promoted interest in conjunction with the unaffiliated third party being acquired. The Company recognized $1.1 million and $0.6 million of interest income and $8.5 million and zero of promoted interest from notes receivable during the three months ended March 31, 2019 and 2018, respectively, none of which was related party interest. Interest income and promoted interest are included in Interest income and other income/(expense), net on the Consolidated Statements of Operations. Comprehensive Income/(Loss) Comprehensive income/(loss), which is defined as the change in equity during each period from transactions and other events and circumstances from nonowner sources, including all changes in equity during a period except for those resulting from investments by or distributions to stockholders, is displayed in the accompanying Consolidated Statements of Comprehensive Income/(Loss). For the three months ended March 31, 2019 and 2018, the Company’s other comprehensive income/(loss) consisted of the gain/(loss) on derivative instruments that are designated as and qualify as cash flow hedges, (gain)/loss on derivative instruments reclassified from other comprehensive income/(loss) into earnings, and the allocation of other comprehensive income/(loss) to noncontrolling interests. The (gain)/loss on derivative instruments reclassified from other comprehensive income/(loss) is included in Interest expense on the Consolidated Statements of Operations. See Note 11, Derivatives and Hedging Activity, for further discussion. The allocation of other comprehensive income/(loss) to redeemable noncontrolling interests during the three months ended March 31, 2019 and 2018, was $(0.3) million and $0.1 million, respectively. Income Taxes Due to the structure of the Company as a REIT and the nature of the operations for the operating properties, no provision for federal income taxes has been provided for at UDR. Historically, the Company has generally incurred only state and local excise and franchise taxes. UDR has elected for certain consolidated subsidiaries to be treated as taxable REIT subsidiaries (“TRS”). Income taxes for our TRS are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rate is recognized in earnings in the period of the enactment date. The Company’s deferred tax assets are generally the result of differing depreciable lives on capitalized assets and timing of expense recognition for certain accrued liabilities. As of March 31, 2019 and December 31, 2018, UDR’s net deferred tax asset/(liability) was less than $(0.1) million and less than $(0.1) million, respectively. GAAP defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. GAAP also provides guidance on derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition. The Company recognizes its tax positions and evaluates them using a two-step process. First, UDR determines whether a tax position is more likely than not (greater than 50 percent probability) to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Second, the Company will determine the amount of benefit to recognize and record the amount that is more likely than not to be realized upon ultimate settlement. UDR had no material unrecognized tax benefit, accrued interest or penalties at March 31, 2019. UDR and its subsidiaries are subject to federal income tax as well as income tax of various state and local jurisdictions. The tax years 2015 through 2018 remain open to examination by tax jurisdictions to which we are subject. When applicable, UDR recognizes interest and/or penalties related to uncertain tax positions in Tax (provision)/benefit, net on the Consolidated Statements of Operations.
United Dominion Reality L.P.
Entity information
SIGNIFICANT ACCOUNTING POLICIES	2. SIGNIFICANT ACCOUNTING POLICIES Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016‑13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments . The standard requires entities to estimate a lifetime expected credit loss for most financial assets, including trade and other receivables, held-to-maturity debt securities, loans and other financial instruments, and to present the net amount of the financial instrument expected to be collected. The updated standard will be effective for the Operating Partnership on January 1, 2020. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, which amends the transition requirements and scope of ASU 2016-13 and clarifies that receivables arising from operating leases are not within the scope of the credit losses standard, but rather, should be accounted for in accordance with the leases standard. The Operating Partnership is currently evaluating the effect that the updated standard will have on the consolidated financial statements and related disclosures. I n February 2016, the FASB issued ASU 2016-02, Leases . The standard amends the existing lease accounting guidance and requires lessees to recognize a lease liability and a right-of-use asset for all leases on their balance sheets. Lessees of operating leases will continue to recognize lease expense in a manner similar to current accounting. For lessors, accounting for leases under the new guidance is substantially the same as in prior periods, but eliminates current real estate-specific provisions and changes the treatment of initial direct costs. The standard became effective for the Operating Partnership on January 1, 2019. The Operating Partnership elected the following package of practical expedients provided by the standard: (i) an entity need not reassess whether any expired or existing contract is a lease or contains a lease, (ii) an entity need not reassess the lease classification of any expired or existing leases, and (iii) an entity need not reassess initial direct costs for any existing leases. The Operating Partnership also elected the short-term lease exception provided for in the standard and therefore will only recognize right-of-use assets and lease liabilities for leases with a term greater than one year. The Operating Partnership recognized right-of-use assets of $94.2 million and lease liabilities of $88.2 million as of January 1, 2019 upon adoption of the standard. The right-of-use assets included $6.0 million of prepaid rent and intangible assets that was included within Other assets on our Consolidated Balance Sheets as of December 31, 2018. The lease liabilities represent the present value of the remaining minimum lease payments as of January 1, 2019 related to ground leases for communities where we are the lessee. The right-of-use assets represent our right to use an underlying asset for the lease term, which are calculated utilizing the lease liabilities plus any prepaid lease payments and intangible assets for ground leases acquired in the purchase of real estate. Our right-of-use assets and related lease liabilities recognized as of January 1, 2019 may change as a result of updates to the projected future minimum lease payments. Certain of our ground lease agreements where we are the lessee have future minimum lease payments that reset in the future based upon a percentage of the fair market value of the land at the time of the reset. One of these resets is in process as of March 31, 2019 and is estimated to increase our right-of-use assets and lease liabilities up to a maximum of $146.5 million and $140.5 million, respectively, during the remainder of 2019. The Operating Partnership will continue to recognize lease expense for these leases in a manner similar to previous accounting based on our election of the package of practical expedients. However, in the event we modify existing ground leases and/or enter into new ground leases subsequent to the adoption of the standard, such leases would likely be classified as finance leases under the standard and require expense recognition based on the effective interest method. Under the standard, initial direct costs for both lessees and lessors would include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. As a result, subsequent to the adoption of the standard, we are now expensing non-incremental leasing costs as incurred. In July 2018, the FASB issued ASU 2018-11, Leases – Targeted Improvements , which provides entities with relief from the costs of implementing certain aspects of ASU 2016-02, Leases . The ASU provides a practical expedient which allows lessors to not separate lease and non-lease components in a contract and allocate the consideration in the contract to the separate components if both: (i) the timing and pattern of revenue recognition for the non-lease component and the related lease component are the same and (ii) the combined single lease component would be classified as an operating lease. The Operating Partnership elected the practical expedient to account for lease and non-lease components as a single component in lease contracts where we are the lessor. The ASU also provides a transition option that permits entities to not recast the comparative periods presented when transitioning to the standard, which the Operating Partnership also elected. Principles of Consolidation The Operating Partnership accounts for subsidiary partnerships, joint ventures and other similar entities in which it holds an ownership interest in accordance with the amended consolidation guidance. The Operating Partnership first evaluates whether each entity is a variable interest entity (“VIE”). Under the VIE model, the Operating Partnership consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, the Operating Partnership consolidates an entity when it controls the entity through ownership of a majority voting interest. Income/(Loss) Per Operating Partnership Unit Basic income/(loss) per OP Unit is computed by dividing net income/(loss) attributable to the general and limited partner unitholders by the weighted average number of general and limited partner units outstanding during the year. Diluted income/(loss) per OP Unit reflects the potential dilution that could occur if securities or other contracts to issue OP Units were exercised or converted into OP Units or resulted in the issuance of OP Units and then shared in the income/(loss) of the Operating Partnership. Real Estate Sales Gain Recognition For sale transactions resulting in a transfer of a controlling financial interest of a property, the Operating Partnership generally derecognizes the related assets and liabilities from its Consolidated Balance Sheets and records the gain or loss in the period in which the transfer of control occurs. If control of the property has not transferred to the counterparty, the criteria for derecognition are not met and the Operating Partnership will continue to recognize the related assets and liabilities on its Consolidated Balance Sheets. Sale transactions to entities in which the Operating Partnership sells a controlling financial interest in a property but retains a noncontrolling interest are accounted for as partial sales. Partial sales resulting in a change in control are accounted for at fair value and a full gain or loss is recognized. Therefore, the Operating Partnership will record a gain or loss on the partial interest sold, and the initial measurement of our retained interest will be accounted for at fair value. Sales of real estate to joint ventures or other noncontrolled investees are also accounted for at fair value and the Operating Partnership will record a full gain or loss in the period the property is contributed. To the extent that the Operating Partnership acquires a controlling financial interest in a property that it previously accounted for as an equity method investment, the Operating Partnership will not remeasure its previously held interest if the acquisition is treated as an asset acquisition. The Operating Partnership will include the carrying amount of its previously held equity method interest along with the consideration paid and transaction costs incurred in determining the amounts to allocate to the related assets and liabilities acquired on its Consolidated Balance Sheets. When treated as an asset acquisition, the Operating Partnership will not recognize a gain or loss on consolidation of a property. Comprehensive Income/(Loss) Comprehensive income/(loss), which is defined as the change in equity during each period from transactions and other events and circumstances from nonowner sources, including all changes in equity during a period except for those resulting from investments by or distributions to unitholders, is displayed in the accompanying Consolidated Statements of Comprehensive Income/(Loss). For the three months ended March 31, 2019 and 2018, the Operating Partnership’s other comprehensive income/(loss) consisted of the gain/(loss) on derivative instruments that are designated as and qualify as cash flow hedges and (gain)/loss reclassified from other comprehensive income/(loss) into earnings. The (gain)/loss reclassified from other comprehensive income/(loss) is included in Interest expense on the Consolidated Statements of Operations. See Note 9, Derivatives and Hedging Activity, for further discussion. Income Taxes The taxable income or loss of the Operating Partnership is reported on the tax returns of the partners. Accordingly, no provision has been made in the accompanying financial statements for federal or state income taxes on income that is passed through to the partners. However, any state or local revenue, excise or franchise taxes that result from the operating activities of the Operating Partnership are recorded at the entity level. The Operating Partnership’s tax returns are subject to examination by federal and state taxing authorities. Net income for financial reporting purposes differs from the net income for income tax reporting purposes primarily due to temporary differences, principally real estate depreciation and the tax deferral of certain gains on property sales. The differences in depreciation result from differences in the book and tax basis of certain real estate assets and the differences in the methods of depreciation and lives of the real estate assets. The Operating Partnership evaluates the accounting and disclosure of tax positions taken or expected to be taken in the course of preparing the Operating Partnership’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. Management of the Operating Partnership is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which include federal and certain states. The Operating Partnership has no examinations in progress and none are expected at this time. Management of the Operating Partnership has reviewed all open tax years (2015 through 2018) of tax jurisdictions and concluded there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

REAL ESTATE OWNED (UNITED DOMIN

REAL ESTATE OWNED (UNITED DOMINION REALTY, L.P.)	3 Months Ended
	Mar. 31, 2019
Entity information
REAL ESTATE OWNED	3. REAL ESTATE OWNED Real estate assets owned by the Company consist of income producing operating properties, properties under development, land held for future development, and held for disposition properties. As of March 31, 2019, the Company owned and consolidated 131 communities in 11 states plus the District of Columbia totaling 41,041 apartment homes. The following table summarizes the carrying amounts for our real estate owned (at cost) as of March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, December 31, 2019 2018 Land $ 1,954,363 $ 1,849,799 Depreciable property — held and used: Land improvements 214,483 213,224 Building, improvements, and furniture, fixtures and equipment 8,475,755 8,133,136 Real estate intangible assets 35,954 — Real estate owned 10,680,555 10,196,159 Accumulated depreciation (3,764,099) (3,654,160) Real estate owned, net $ 6,916,456 $ 6,541,999 Acquisitions In January 2019, the Company exercised its fixed-price option to purchase its joint venture partner’s ownership interest in a 386 apartment home operating community in Anaheim, California, thereby increasing its ownership interest from 49% to 100%, for a cash purchase price of approximately $33.5 millio n. In connection with the acquisition, the Company repaid approximately $59.8 million of joint venture construction financing. As a result, in January 2019, the Company consolidated the operating community. The Company had previously accounted for its 49% ownership interest as a preferred equity investment in an unconsolidated joint venture (see Note 5, Joint Ventures and Partnerships ). The Company accounted for the consolidation as an asset acquisition resulting in no gain or loss upon consolidation and increased its real estate assets owned by approximately $115.7 million and recorded approximately $2.4 million of in-place lease intangibles. In January 2019, the Company exercised its fixed-price option to purchase its joint venture partner’s ownership interest in a 155 apartment home operating community located in Seattle, Washington, thereby increasing its ownership interest from 49% to 100%, for a cash purchase price of approximately $20.0 millio n. In connection with the acquisition, the Company repaid approximately $26.0 million of joint venture construction financing. As a result, in January 2019, the Company consolidated the operating community. The Company had previously accounted for its 49% ownership interest as a preferred equity investment in an unconsolidated joint venture (see Note 5, Joint Ventures and Partnerships). The Company accounted for the consolidation as an asset acquisition resulting in no gain or loss upon consolidation and increased its real estate assets owned by approximately $58.1 million and recorded approximately $2.4 million of real estate intangibles and approximately $0.6 million of in-place lease intangibles. In January 2019, the Company acquired a to-be-developed parcel of land located in Washington D.C. for approximately $27.1 million. In February 2019, the Company acquired a to-be-developed parcel of land located in Denver, Colorado for approximately $13.7 million. In February 2019, the Company acquired a 188 apartment home operating community located in Brooklyn, New York for approximately $132.1 millio n. T he Company increased its real estate assets owned by approximately $97.5 million and recorded approximately $33.6 million of real estate intangibles and approximately $1.0 million of in-place lease intangibles. In February 2019, the Company acquired a 381 apartment home operating community located in St. Petersburg, Florida for approximately $98.3 million . The Company increased its real estate assets owned by approximately $96.0 million and recorded approximately $2.3 million of in-place lease intangibles. In April 2019, the Company acquired a 498 apartment home operating community located in Towson, Maryland for approximately $86.4 million . Dispositions The Company did not have any dispositions during the three months ended March 31, 2019. Other Activity Predevelopment, development, and redevelopment projects and related costs are capitalized and reported on the Consolidated Balance Sheets as Total real estate owned, net of accumulated depreciation . The Company capitalizes costs directly related to the predevelopment, development, and redevelopment of a capital project, which include, but are not limited to, interest, real estate taxes, insurance, and allocated development and redevelopment overhead related to support costs for personnel working on the capital projects. We use our professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred. These costs are capitalized only during the period in which activities necessary to ready an asset for its intended use are in progress and such costs are incremental and identifiable to a specific activity to get the asset ready for its intended use. These costs, excluding the direct costs of development and redevelopment and capitalized interest, for the three months ended March 31, 2019 and 2018, were $3.3 million and $3.4 million, respectively. Total interest capitalized was $1.1 million and $4.6 million for the three months ended March 31, 2019 and 2018, respectively. As each home in a capital project is completed and becomes available for lease-up, the Company ceases capitalization on the related portion of the costs and depreciation commences over the estimated useful life. In connection with the acquisition of certain properties, the Company agreed to pay certain of the tax liabilities of certain contributors if the Company sells one or more of the properties contributed in a taxable transaction prior to the expiration of specified periods of time following the acquisition. The Company may, however, sell, without being required to pay any tax liabilities, any of such properties in a non-taxable transaction, including, but not limited to, a tax-deferred Section 1031 exchange. Further, the Company has agreed to maintain certain debt that may be guaranteed by certain contributors for specified periods of time following the acquisition. The Company, however, has the ability to refinance or repay guaranteed debt or to substitute new debt if the debt and the guaranty continue to satisfy certain conditions.
United Dominion Reality L.P.
Entity information
REAL ESTATE OWNED	3. REAL ESTATE OWNED Real estate assets owned by the Operating Partnership consist of income producing operating properties, properties under development, land held for future development, and sold or held for disposition properties. At March 31, 2019, the Operating Partnership owned and consolidated 52 communities in nine states plus the District of Columbia totaling 16,434 apartment homes. The following table summarizes the carrying amounts for our real estate owned (at cost) as of March 31, 2019 and December 31, 2018 (dollars in thousands) : March 31, December 31, 2019 2018 Land $ 711,256 $ 711,256 Depreciable property — held and used: Land improvements 92,624 92,000 Buildings, improvements, and furniture, fixtures and equipment 3,023,995 3,008,729 Real estate owned 3,827,875 3,811,985 Accumulated depreciation (1,692,702) (1,658,161) Real estate owned, net $ 2,135,173 $ 2,153,824 Acquisitions The Operating Partnership did not have any acquisitions of real estate during the three months ended March 31, 2019. Dispositions The Operating Partnership did not have any dispositions of real estate during the three months ended March 31, 2019 . Other Activity Predevelopment, development, and redevelopment projects and related costs are capitalized and reported on the Consolidated Balance Sheets as Total real estate owned, net of accumulated depreciation . The Operating Partnership capitalizes costs directly related to the predevelopment, development, and redevelopment of a capital project, which include, but are not limited to, interest, real estate taxes, insurance, and allocated development and redevelopment overhead related to support costs for personnel working on the capital projects. We use our professional judgment in determining whether such costs meet the criteria for capitalization or must be expensed as incurred. These costs are capitalized only during the period in which activities necessary to ready an asset for its intended use are in progress and such costs are incremental and identifiable to a specific activity to get the asset ready for its intended use. These costs, excluding the direct costs of development and redevelopment and capitalized interest, were less than $0.1 million for both the three months ended March 31, 2019 and 2018. During each of the three months ended March 31, 2019 and 2018, total interest capitalized was less than $0.1 million. As each home in a capital project is completed and becomes available for lease-up, the Operating Partnership ceases capitalization on the related portion of the costs and depreciation commences over the estimated useful life. In connection with the acquisition of certain properties, the Operating Partnership agreed to pay certain of the tax liabilities of certain contributors if the Operating Partnership sells one or more of the properties contributed in a taxable transaction prior to the expiration of specified periods of time following the acquisition. The Operating Partnership may, however, sell, without being required to pay any tax liabilities, any of such properties in a non-taxable transaction, including, but not limited to, a tax deferred Section 1031 exchange. Further, the Operating Partnership has agreed to maintain certain debt that may be guaranteed by certain contributors for specified periods of time following the acquisition. The Operating Partnership, however, has the ability to refinance or repay guaranteed debt or to substitute new debt if the debt and the guaranty continue to satisfy certain conditions.

UNCONSOLIDATED ENTITIES (UNITED

UNCONSOLIDATED ENTITIES (UNITED DOMINION REALTY, L.P.)	3 Months Ended
	Mar. 31, 2019
Unconsolidated entities
UNCONSOLIDATED ENTITIES	5. JOINT VENTURES AND PARTNERSHIPS UDR has entered into joint ventures and partnerships with unrelated third parties to acquire real estate assets that are either consolidated and included in Real estate owned on the Consolidated Balance Sheets or are accounted for under the equity method of accounting, and are included in Investment in and advances to unconsolidated joint ventures, net , on the Consolidated Balance Sheets. The Company consolidates the entities that we control as well as any variable interest entity where we are the primary beneficiary. Under the VIE model, the Company consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, the Company consolidates an entity when it controls the entity through ownership of a majority voting interest. UDR’s joint ventures and partnerships are funded with a combination of debt and equity. Our losses are limited to our investment and except as noted below, the Company does not guarantee any debt, capital payout or other obligations associated with our joint ventures and partnerships. The Company recognizes earnings or losses from our investments in unconsolidated joint ventures and partnerships consisting of our proportionate share of the net earnings or losses of the joint ventures and partnerships. In addition, we may earn fees for providing management services to the unconsolidated joint ventures and partnerships. The following table summarizes the Company’s investment in and advances to unconsolidated joint ventures and partnerships, net, which are accounted for under the equity method of accounting as of March 31, 2019 and December 31, 2018 (dollars in thousands) : Number of Number of Apartment Properties Homes Investment at UDR’s Ownership Interest Location of March 31, March 31, March 31, December 31, March 31, December 31, Joint Venture Properties 2019 2019 2019 2018 2019 2018 Operating and development: UDR/MetLife I Los Angeles, CA 1 operating community 150 $ 30,817 $ 30,839 50.0 % 50.0 % UDR/MetLife II Various 18 operating communities 4,059 303,893 296,807 50.0 % 50.0 % Other UDR/MetLife Various 5 operating communities 1,437 111,377 115,668 50.6 % 50.6 % Joint Ventures UDR/MetLife Vitruvian Park ® Addison, TX 4 operating communities; 1,879 73,199 71,730 50.0 % 50.0 % 1 development community (a); 4 land parcels UDR/KFH Washington, D.C. 3 operating communities 660 4,357 5,507 30.0 % 30.0 % West Coast Development Joint Ventures (d) Los Angeles, CA 1 operating community 293 35,994 36,143 47.0 % 47.0 % Investment in and advances to unconsolidated joint ventures, net, before participating loan investment, preferred equity investments and other investments $ 559,637 $ 556,694 Income/(loss) from investments Investment at Three Months Ended Years To UDR March 31, December 31, March 31, Developer Capital Program (b) Location Rate Maturity Commitment (c) 2019 2018 2019 2018 Preferred equity investments: West Coast Development Joint Ventures (d) Various 6.5 % N/A $ — $ 17,298 $ 65,417 $ (161) $ 796 1532 Harrison (e) San Francisco, CA 11.0 % 3.3 24,645 28,163 24,986 748 341 1200 Broadway (f) Nashville, TN 8.0 % 3.5 55,558 60,185 58,982 1,169 408 Junction (g) Santa Monica, CA 12.0 % 3.3 8,800 9,486 9,211 275 — 1300 Fairmount (h) Philadelphia, PA Variable 4.4 51,393 13,887 8,318 275 — Essex (i) Orlando, FL 12.5 % 4.4 12,886 11,824 9,940 332 — Other investments: The Portals (j) Washington, D.C. 11.0 % 2.2 38,559 44,340 43,167 1,173 679 Other investment ventures N/A N/A N/A $ 18,000 4,280 4,154 $ 125 $ (90) Total Developer Capital Program 189,463 224,175 Total investment in and advances to unconsolidated joint ventures, net $ 749,100 $ 780,869 (a) The number of apartment homes for the communities under development presented in the table above is based on the projected number of total homes upon completion of development. As of March 31, 2019, no apartment homes had been completed in the development community held by UDR/MetLife Vitruvian Park ® . (b) The Developer Capital Program is the program through which the Company makes investments, including preferred equity investments, mezzanine loans or other structured investments that may receive a fixed or variable yield on the investment and may include provisions pursuant to which the Company participates in the increase in value of the property upon monetization of the applicable property and/or holds fixed price purchase options. (c) Represents UDR’s maximum funding commitment only and therefore excludes other activity such as income from investments. (d) In 2015, the Company entered into a joint venture agreement with an unaffiliated joint venture partner and paid $136.3 million for a 48% ownership interest in a portfolio of five communities that were under construction. The communities are located in three of the Company’s core, coastal markets: Seattle, Washington, Los Angeles, California and Orange County, California. UDR earns a 6.5% preferred return on its investment through each individual community’s date of stabilization, defined as when a community reaches 80% occupancy for 90 consecutive days, while the joint venture partner is allocated all operating income and expense during the pre-stabilization period. Upon stabilization, income and expense are shared based on each partner’s ownership percentage and the Company no longer receives a 6.5% preferred return on its investment in the stabilized community. The Company serves as property manager and earns a management fee during the lease-up phase and subsequent operation of each of the communities. The unaffiliated joint venture partner is the general partner of the joint venture and the developer of the communities. The Company has concluded it does not control the joint ventures and accounts for them under the equity method of accounting. At inception of the agreement, the Company had a fixed-price option to acquire the remaining interest in each community commencing one year after completion. The unaffiliated joint venture partner is providing certain guaranties. During 2017, the Company exercised its fixed-price option to purchase the joint venture partner’s ownership interest in one of the five communities, and the joint venture sold two of the four remaining communities. In January 2019, the Company exercised its fixed-price option to purchase its joint venture partner’s ownership interest in one of the two remaining communities, a 386 apartment home operating community in Orange County, California, thereby increasing its ownership interest from 49% to 100%, for a cash purchase price of approximately $33.5 million. As a result, the Company consolidated the operating community and it is no longer accounted for as a preferred equity investment in an unconsolidated joint venture (see Note 3, Real Estate Owned ). In connection with the purchase, the construction loan on the community was paid in full. The Company and its joint venture partner plan to continue operating the one remaining community. In 2017, the Company entered into two additional joint venture agreements with the unaffiliated joint venture partner and paid $15.5 million for a 49% ownership interest in a 155 apartment home community in Seattle, Washington and $16.1 million for a 49% ownership interest in a 276 apartment home community in Hillsboro, Oregon (together with the 2015 joint venture described above, the “West Coast Development Joint Ventures”). UDR earns a 6.5% preferred return on its investments through the communities’ date of stabilization, as defined above, while our joint venture partner is allocated all operating income and expense during the pre-stabilization period. Upon stabilization of the communities, income and expense will be shared based on each partner’s ownership percentage and the Company will no longer receive a 6.5% preferred return on its investment. The Company will serve as property manager and will earn a management fee during the lease-up phase and subsequent operation of the stabilized communities. The unaffiliated joint venture partner is the general partner and the developer of the communities. The Company has concluded it does not control the joint ventures and accounts for them under the equity method of accounting. The Company has a fixed-price option to acquire the remaining interest in the communities beginning one year after completion. The unaffiliated joint venture partner is providing certain guaranties and there are construction loans on the communities. In January 2019, the Company exercised its fixed-price option to purchase its joint venture partner’s ownership interest in the 155 apartment home operating community in Seattle, Washington, thereby increasing its ownership interest from 49% to 100%, for a cash purchase price of approximately $20.0 million. As a result, the Company consolidated the operating community and it is no longer accounted for as a preferred equity investment in an unconsolidated joint venture (see Note 3, Real Estate Owned ). In connection with the purchase, the construction loan on the community was paid in full. The Company’s recorded equity investment in the West Coast Development Joint Ventures at March 31, 2019 and December 31, 2018, of $53.3 million and $101.6 million, respectively, is inclusive of outside basis costs and our accrued but unpaid preferred return. (e) In June 2017, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 136 apartment home community in San Francisco, California. The Company’s preferred equity investment of up to $24.6 million earns a preferred return of 11.0% per annum. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting. (f) In September 2017, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 313 apartment home community in Nashville, Tennessee. The Company’s preferred equity investment of up to $55.6 million earns a preferred return of 8.0% per annum and receives a variable percentage of the value created from the project upon a capital or liquidating event. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting. (g) In August 2018, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 66 apartment home community in Santa Monica, CA. The Company’s preferred equity investment of $8.8 million earns a preferred return of 12.0% per annum. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting. (h) In August 2018, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 471 apartment home community in Philadelphia, PA. The Company’s preferred equity investment of up to $51.4 million earns a preferred return between 8.5% and 12.0% per annum and receives a variable percentage of the value created from the project upon a capital or liquidating event. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting. (i) In September 2018, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 330 apartment home community in Orlando, FL. The Company’s preferred equity investment of up to $12.9 million earns a preferred return of 12.5% per annum. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting. (j) In May 2017, the Company entered into a joint venture agreement with an unaffiliated joint venture partner. The joint venture has made a mezzanine loan to a third party developer of a 373 apartment home community in Washington, D.C. The unaffiliated joint venture partner is the managing member of the joint venture. The mezzanine loan is for up to $71.0 million at an interest rate of 13.5% per annum and carries a term of four years with one 12-month extension option. The Company’s commitment to the joint venture is approximately $38.6 million and earns a weighted average return of approximately 11.0% per annum. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting. In April 2019, the Company entered into a joint venture agreement with an unaffiliated joint venture partner to develop and operate a 173 apartment home community in Oakland, California. The Company’s preferred equity investment of up to $27.3 million earns a preferred return of 9.0% per annum and receives a variable percentage of the value created from the project upon a capital or liquidating event. The unaffiliated joint venture partner is the managing member of the joint venture and the developer of the community. The Company has concluded that it does not control the joint venture and accounts for it under the equity method of accounting. As of March 31, 2019 and December 31, 2018, the Company had deferred fees of $10.8 million and $11.0 million, respectively, which will be recognized through earnings over the weighted average life of the related properties, upon the disposition of the properties to a third party, or upon completion of certain development obligations. The Company recognized management fees of $2.8 million and $2.7 million for the three months ended March 31, 2019 and 2018, respectively, for management of the communities held by the joint ventures and partnerships. The management fees are included in Joint venture management and other fees on the Consolidated Statements of Operations. The Company may, in the future, make additional capital contributions to certain of our joint ventures and partnerships should additional capital contributions be necessary to fund acquisitions or operations. We evaluate our investments in unconsolidated joint ventures and partnerships when events or changes in circumstances indicate that there may be an other-than-temporary decline in value. We consider various factors to determine if a decrease in the value of the investment is other-than-temporary. The Company did not recognize any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures or partnerships during the three months ended March 31, 2019 and 2018. Combined summary balance sheets relating to the unconsolidated joint ventures and partnerships (not just our proportionate share) are presented below as of March 31, 2019 and December 31, 2018 ( dollars in thousands ): March 31, December 31, 2019 2018 Total real estate, net $ 3,193,477 $ 3,311,034 Cash and cash equivalents 44,714 49,867 Other assets 127,789 124,428 Total assets $ 3,365,980 $ 3,485,329 Third party debt, net $ 2,032,098 $ 2,125,350 Accounts payable and accrued liabilities 59,096 71,272 Total liabilities 2,091,194 2,196,622 Total equity $ 1,274,786 $ 1,288,707 Combined summary financial information relating to the unconsolidated joint ventures’ and partnerships’ operations (not just our proportionate share) is presented below for the three months ended March 31, 2019 and 2018 ( dollars in thousands ) : Three Months Ended March 31, 2019 2018 Total revenues $ 81,532 $ 67,957 Property operating expenses 30,312 26,937 Real estate depreciation and amortization 29,580 26,848 Operating income/(loss) 21,640 14,172 Interest expense (21,924) (19,406) Other income/(loss) 1,625 (5) Net income/(loss) $ 1,341 $ (5,239)
United Dominion Reality L.P.
Unconsolidated entities
UNCONSOLIDATED ENTITIES	4. UNCONSOLIDATED ENTITIES The DownREIT Partnership is accounted for by the Operating Partnership under the equity method of accounting and is included in Investment in unconsolidated entities on the Consolidated Balance Sheets. The Operating Partnership recognizes earnings or losses from its investments in unconsolidated entities consisting of our proportionate share of the net earnings or losses of the partnership in accordance with the Partnership Agreement. The DownREIT Partnership is a VIE as the limited partners lack substantive kick-out rights and substantive participating rights. The Operating Partnership is not the primary beneficiary of the DownREIT Partnership as it lacks the power to direct the activities that most significantly impact its economic performance and will continue to account for its interest as an equity method investment. See Note 2, Significant Accounting Policies . As of March 31, 2019, the DownREIT Partnership owned 12 communities with 5,657 apartment homes. The Operating Partnership’s investment in the DownREIT Partnership was $95.7 million and $103.0 million as of March 31, 2019 and December 31, 2018, respectively. Combined summary balance sheets relating to all of the DownREIT Partnership (not just our proportionate share) are presented below as of March 31, 2019 and December 31, 2018 ( dollars in thousands ): March 31, December 31, 2019 2018 Total real estate, net $ 1,151,740 $ 1,167,720 Cash and cash equivalents 21 39 Note receivable from the General Partner 218,520 221,022 Other assets 4,855 5,561 Total assets $ 1,375,136 $ 1,394,342 Secured debt, net $ 430,890 $ 431,735 Other liabilities 23,006 26,597 Total liabilities 453,896 458,332 Total capital $ 921,240 $ 936,010 Combined summary financial information relating to all of the DownREIT Partnership (not just our proportionate share) is presented below for the three months ended March 31, 2019 and 2018 ( dollars in thousands ) : Three Months Ended March 31, 2019 2018 Rental income $ 31,606 $ 34,012 Property operating expenses (13,096) (14,487) Real estate depreciation and amortization (20,294) (21,495) Operating income/(loss) (1,784) (1,970) Interest expense (3,888) (3,574) Interest income on note receivable from the General Partner 1,988 1,196 Net income/(loss) $ (3,684) $ (4,348)

LEASES (UNITED DOMINION REALTY,

LEASES (UNITED DOMINION REALTY, L.P.)	3 Months Ended
	Mar. 31, 2019
Entity information
Leases	6. LEASES Lessee - Ground and Office Leases UDR owns six communities that are subject to ground leases, under which UDR is the lessee, expiring between 2043 and 2103, inclusive of extension options we are reasonably certain will be exercised. In addition, UDR is a lessee to an operating lease related to office space rented by the Company with an expiration date in 2021. All of these leases existed as of the adoption of the new lease accounting guidance on January 1, 2019 and we did not reassess lease classification per the practical expedient provided by the standard. As such, these leases will continue to be classified as operating leases through the lease term expiration. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the remaining lease term. We currently do not hold any finance leases. As of March 31, 2019, the Operating lease right-of-use assets was $94.1 million and the Operating lease liabilities was $88.2 million on our Consolidated Balance Sheets related to our ground and office space leases. The value of the Operating lease right-of-use assets exceeds the value of the Operating lease liabilities due to prepaid lease payments and intangible assets for ground leases acquired in the purchase of real estate. The calculation of these amounts includes minimum lease payments over the remaining lease term (described further in the table below). Variable lease payments are excluded from the right-of-use assets and lease liabilities and are recognized in earnings in the period in which the obligation for those payments is incurred. As the discount rate implicit in the leases was not readily determinable, we determined the discount rate for these leases utilizing the Company’s incremental borrowing rate at a portfolio level, adjusted for the remaining lease term, and the form of underlying collateral. The weighted average remaining lease term for these leases was 70.9 years at March 31, 2019 and the weighted average discount rate was 5.2% at March 31, 2019. Future minimum lease payments and total operating lease liabilities from our ground leases and office space as of March 31, 2019 are as follows (dollars in thousands): Ground Leases Office Space Total 2019 $ 3,676 $ 57 $ 3,733 2020 4,901 76 4,977 2021 4,901 32 4,933 2022 4,901 - 4,901 2023 4,901 - 4,901 Thereafter 313,919 - 313,919 Total future minimum lease payments (undiscounted) 337,199 165 337,364 Difference between future undiscounted cash flows and discounted cash flows (249,138) (8) (249,146) Total operating lease liabilities (discounted) $ 88,061 $ 157 $ 88,218 For purposes of recognizing our ground lease contracts, the Company uses the minimum lease payments, if stated in the agreement. For ground lease agreements where there is a rent reset provision based on fair market value or changes in the consumer price index but that does not include a specified minimum lease payment, the Company uses the current rent over the remainder of the lease term. We are currently in a dispute with the lessor of one of our ground lease contracts as it relates to a rent reset provision that requires both parties to agree to a new rent based on the current fair market value of the land or, absent agreement, have it determined by an appraisal process. The current annual lease payment under the ground lease contract to which the dispute relates, exclusive of variable payments, is $0.5 million, which is reflected in the table above. Depending on the outcome of the dispute, the future annual lease payments under such ground lease contract are likely to be between $1.2 million and $4.0 million. The components of operating lease expenses from our ground leases and office space were as follows (dollars in thousands) : Three Months Ended March 31, 2019 Ground lease expense: Contractual lease rent expense $ Variable ground lease expense (a) Total ground lease expense (b) Contractual office space expense (b) Total operating lease expense $ (a) Variable ground lease expense includes adjustments such as changes in the consumer price index and payments based on a percentage of income of the lessee. (b) Ground lease expense is reported within the line item Other operating expenses and office space expense is recorded in General and administrative on the Consolidated Statements of Operations. Lessor - Apartment Home, Retail and Commercial Space and Ground Leases UDR’s communities and retail and commercial space are leased to tenants under operating leases. Nearly all of our apartment home leases have initial terms of 12 months or less. Our retail and commercial space leases expire between 2019 and 2107. (See Note 14, Reportable Segments for further discussion around our major revenue streams and disaggregation of our revenue.) We also have one parcel of land subject to a ground lease, under which UDR is the lessor, expiring in 2065. The lease includes a purchase option for the lessee to acquire the land during specific periods of the lease term. The purchase option was not deemed to be a bargain purchase option. This lease existed as of the adoption of the new lease accounting guidance on January 1, 2019 and we did not reassess lease classification per the practical expedient provided by the standard. As such, this lease will continue to be classified as an operating lease through the lease term expiration and the land parcel subject to the ground lease will continue to be recognized in Real estate held for investment on our Consolidated Balance Sheets. Rental income for lease payments related to this lease is recognized on a straight-line basis over the remaining lease term. Future minimum lease payments from our retail and commercial leases and our ground lease as of March 31, 2019 are as follows (dollars in thousands): Retail and Commercial Leases Ground Lease Total 2019 $ 14,826 $ 1,995 $ 16,821 2020 19,825 2,660 22,485 2021 18,768 2,660 21,428 2022 17,071 2,660 19,731 2023 15,712 2,660 18,372 Thereafter 85,712 110,168 195,880 Total future minimum lease payments (a) $ 171,914 $ 122,803 $ 294,717 (a) We have excluded our apartment home leases from this table as nearly all of our apartment home leases have initial terms of 12 months of less. Certain of our leases with retail and commercial tenants provide for the payment by the lessee of additional variable rent based on a percentage of the tenant’s revenue. The amounts shown in the table above do not include these variable percentage rents. The Company recorded variable percentage rents of less than $0.2 million during the three months ended March 31, 2019.
United Dominion Reality L.P.
Entity information
Leases	5. LEASES Lessee - Ground Leases The Operating Partnership owns six communities that are subject to ground leases, under which the Operating Partnership is the lessee, expiring between 2043 and 2103, inclusive of extension options we are reasonably certain will be exercised. All of these leases existed as of the adoption of the new lease accounting guidance on January 1, 2019 and we did not reassess lease classification per the practical expedient provided by the standard. As such, these leases will continue to be classified as operating leases through the lease term expiration. Rental expense for lease payments related to operating leases is recognized on a straight-line basis over the remaining lease term. We currently do not hold any finance leases. As of March 31, 2019, the Operating lease right-of-use assets was $94.0 million and the Operating lease liabilities was $88.1 million on our Consolidated Balance Sheets related to our ground leases. The value of the Operating lease right-of-use assets exceeds the value of the Operating lease liabilities due to prepaid lease payments and intangible assets for ground leases acquired in the purchase of real estate. The calculation of these amounts includes minimum lease payments over the remaining lease term (described further in the table below). Variable lease payments are excluded from the right-of-use assets and lease liabilities and are recognized in earnings in the period in which the obligation for those payments is incurred. As the discount rate implicit in the leases was not readily determinable, we determined the discount rate for these leases utilizing the Operating Partnership’s incremental borrowing rate at a portfolio level, adjusted for the remaining lease term, and the form of underlying collateral. The weighted average remaining lease term for these leases was 71.1 years at March 31, 2019 and the weighted average discount rate was 5.2% at March 31, 2019. Future minimum lease payments and total operating lease liabilities from our ground leases as of March 31, 2019 are as follows (dollars in thousands): Ground Leases 2019 $ 3,676 2020 4,901 2021 4,901 2022 4,901 2023 4,901 Thereafter 313,919 Total future minimum lease payments (undiscounted) 337,199 Difference between future undiscounted cash flows and discounted cash flows (249,138) Total operating lease liabilities (discounted) $ 88,061 For purposes of recognizing our ground lease contracts, the Operating Partnership uses the minimum lease payments, if stated in the agreement. For ground lease agreements where there is a rent reset provision based on fair market value or changes in the consumer price index but that does not include a specified minimum lease payment, the Company uses the current rent over the remainder of the lease term. We are currently in a dispute with the lessor of one of our ground lease contracts as it relates to a rent reset provision that requires both parties to agree to a new rent based on the current fair market value of the land or, absent agreement, have it determined by an appraisal process. The current annual lease payment under the ground lease contract to which the dispute relates, exclusive of variable payments, is $0.5 million, which is reflected in the table above. Depending on the outcome of the dispute, the future annual lease payments under such ground lease contract are likely to be between $1.2 million and $4.0 million. The components of operating lease expenses from our ground leases were as follows (dollars in thousands) : Three Months Ended March 31, 2019 Ground lease expense: Contractual lease rent expense $ Variable ground lease expense (a) Total operating lease expense $ (a) Variable ground lease expense includes adjustments such as changes in the consumer price index and payments based on a percentage of income of the lessee. (b) Ground lease expense is reported within the line item Other operating expenses on the Consolidated Statements of Operations. Lessor - Apartment Home and Retail and Commercial Leases The Operating Partnership’s communities and retail and commercial space are leased to tenants under operating leases. Nearly all of our apartment home leases have initial terms of 12 months or less. Our retail and commercial space leases expire between 2019 and 2030. (See Note 12, Reportable Segments for further discussion around our major revenue streams and disaggregation of our revenue.) Future minimum lease payments from our retail and commercial leases as of March 31, 2019 are as follows (dollars in thousands): Retail and Commercial Leases 2019 $ 5,357 2020 7,600 2021 7,270 2022 6,684 2023 6,375 Thereafter 19,578 Total future minimum lease payments (a) $ 52,864 (a) We have excluded our apartment home leases from this table as nearly all of our apartment home leases have initial terms of 12 months of less. Certain of our leases with retail and commercial tenants provide for the payment by the lessee of additional variable rent based on a percentage of the tenant’s revenue. The amounts shown in the table above do not include these variable percentage rents. The Operating Partnership recorded variable percentage rents of less than $0.1 million during the three months ended March 31, 2019.

DEBT, NET (UNITED DOMINION REAL

DEBT, NET (UNITED DOMINION REALTY, L.P.)	3 Months Ended
	Mar. 31, 2019
Entity information
DEBT, NET	7. SECURED AND UNSECURED DEBT, NET The following is a summary of our secured and unsecured debt at March 31, 2019 and December 31, 2018 ( dollars in thousands ): Principal Outstanding As of March 31, 2019 Weighted Weighted Average Average Number of March 31, December 31, Interest Years to Communities 2019 2018 Rate Maturity Encumbered Secured Debt: Fixed Rate Debt Mortgage notes payable (a) $ 416,468 $ 417,989 3.82 % 5.6 7 Fannie Mae credit facilities (b) 90,000 90,000 3.95 % 1.3 1 Deferred financing costs (1,275) (1,343) Total fixed rate secured debt, net 505,193 506,646 3.85 % 4.8 8 Variable Rate Debt Tax-exempt secured notes payable (c) 94,700 94,700 2.31 % 3.9 2 Deferred financing costs (97) (119) Total variable rate secured debt, net 94,603 94,581 2.31 % 3.9 2 Total Secured Debt, net 599,796 601,227 3.60 % 4.7 10 Unsecured Debt: Variable Rate Debt Borrowings outstanding under unsecured credit facility due January 2023 (d) (j) — — — % 3.8 Borrowings outstanding under unsecured commercial paper program due April 2019 (e) (j) 90,000 101,115 2.78 % 0.1 Borrowings outstanding under unsecured working capital credit facility due January 2021 (f) 54,310 16 3.32 % 1.8 Term Loan due September 2023 (d) (j) 35,000 35,000 3.39 % 4.5 Fixed Rate Debt 3.70% Medium-Term Notes due October 2020 (net of discounts of $12 and $14, respectively) (j) 299,988 299,986 3.70 % 1.5 4.63% Medium-Term Notes due January 2022 (net of discounts of $997 and $1,087, respectively) (j) 399,003 398,913 4.63 % 2.8 1.93% Term Loan due September 2023 (d) (j) 315,000 315,000 1.93 % 4.5 3.75% Medium-Term Notes due July 2024 (net of discounts of $548 and $574, respectively) (g) (j) 299,452 299,426 3.75 % 5.3 8.50% Debentures due September 2024 15,644 15,644 8.50 % 5.5 4.00% Medium-Term Notes due October 2025 (net of discounts of $447 and $465, respectively) (h) (j) 299,553 299,535 4.00 % 6.5 2.95% Medium-Term Notes due September 2026 (j) 300,000 300,000 2.95 % 7.4 3.50% Medium-Term Notes due July 2027 (net of discounts of $582 and $600, respectively) (j) 299,418 299,400 3.50 % 8.3 3.50% Medium-Term Notes due January 2028 (net of discounts of $1,043 and $1,072, respectively) (j) 298,957 298,928 3.50 % 8.8 4.40% Medium-Term Notes due January 2029 (net of discounts of $6 and $6, respectively) (i) (j) 299,994 299,994 4.40 % 9.8 Other 15 16 Deferred financing costs (16,301) (16,413) Total Unsecured Debt, net 2,990,033 2,946,560 3.65 % 5.7 Total Debt, net $ 3,589,829 $ 3,547,787 3.73 % 5.5 For purposes of classification of the above table, variable rate debt with a derivative financial instrument designated as a cash flow hedge is deemed as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instrument. Our secured debt instruments generally feature either monthly interest and principal or monthly interest-only payments with balloon payments due at maturity. As of March 31, 2019, secured debt encumbered $1.3 billion or 12.2% of UDR’s total real estate owned based upon gross book value ($9.4 billion or 87.8% of UDR’s real estate owned based on gross book value is unencumbered). (a) At March 31, 2019, fixed rate mortgage notes payable are generally due in monthly installments of principal and interest and mature at various dates from August 2020 through September 2028 and carry interest rates ranging from 3.15% to 4.35%. The Company will from time to time acquire properties subject to fixed rate debt instruments. In those situations, the Company records the debt at its estimated fair value and amortizes any difference between the fair value and par value to interest expense over the life of the underlying debt instrument. During the three months ended March 31, 2019 and 2018, the Company had $0.6 million and $0.7 million, respectively, of amortization of the fair market adjustment of debt assumed in the acquisition of properties, which was included in Interest expense on the Consolidated Statements of Operations. The unamortized fair market adjustment was a net premium of $4.4 million and $5.0 million at March 31, 2019 and December 31, 2018, respectively. (b) UDR had one secured credit facility with Fannie Mae with a commitment of $90.0 million at March 31, 2019. The Fannie Mae credit facility matures in July 2020 and bears interest at a fixed rate of 3.95%. Further information related to this credit facility is as follows (dollars in thousands) : March 31, December 31, 2019 2018 Borrowings outstanding $ 90,000 $ 90,000 Weighted average borrowings during the period ended 90,000 253,813 Maximum daily borrowings during the period ended 90,000 314,869 Weighted average interest rate during the period ended 4.0 % 4.7 % Weighted average interest rate at the end of the period 4.0 % 4.0 % (c) The variable rate mortgage notes payable that secure tax-exempt housing bond issues mature in August 2019 and March 2032. Interest on these notes is payable in monthly installments. The variable rate mortgage notes have interest rates ranging from 2.25% to 2.47% as of March 31, 2019. (d) The Company has a $1.1 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $350.0 million unsecured term loan (the “Term Loan”). The credit agreement for these facilities (the “Credit Agreement”) allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.0 billion, subject to certain conditions, including obtaining commitments from one or more lenders. The Revolving Credit Facility has a scheduled maturity date of January 31, 2023, with two six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date of September 30, 2023. Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to LIBOR plus a margin of 82.5 basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to LIBOR plus a margin of 90 basis points. Depending on the Company’s credit rating, the margin under the Revolving Credit Facility ranges from 75 to 145 basis points, the facility fee ranges from 10 to 30 basis points, and the margin under the Term Loan ranges from 80 to 165 basis points. The Credit Agreement contains customary representations and warranties and financial and other affirmative and negative covenants. The Credit Agreement also includes customary events of default, in certain cases subject to customary periods to cure. The occurrence of an event of default, following the applicable cure period, would permit the lenders to, among other things, declare the unpaid principal, accrued and unpaid interest and all other amounts payable under the Credit Agreement to be immediately due and payable. The following is a summary of short-term bank borrowings under the Revolving Credit Facility at March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, December 31, 2019 2018 Total revolving credit facility $ 1,100,000 $ 1,100,000 Borrowings outstanding at end of period (1) — — Weighted average daily borrowings during the period ended — — Maximum daily borrowings during the period ended — — Weighted average interest rate during the period ended — % — % Interest rate at end of the period — % — % (1) Excludes $3.3 million and $3.3 million of letters of credit at March 31, 2019 and December 31, 2018, respectively. (e) The Company has an unsecured commercial paper program. Under the terms of the program, the Company may issue unsecured commercial paper up to a maximum aggregate amount outstanding of $500.0 million. The notes are sold under customary terms in the United States commercial paper market and rank pari passu with all of the Company’s other unsecured indebtedness. The notes are fully and unconditionally guaranteed by the Operating Partnership. The following is a summary of short-term bank borrowings under the unsecured commercial paper program at March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, December 31, 2019 2018 Total unsecured commercial paper program $ 500,000 $ 500,000 Borrowings outstanding at end of period 90,000 101,115 Weighted average daily borrowings during the period ended 149,365 344,235 Maximum daily borrowings during the period ended 330,000 440,000 Weighted average interest rate during the period ended 2.8 % 2.4 % Interest rate at end of the period 2.8 % 2.9 % (f) The Company has a working capital credit facility, which provides for a $75.0 million unsecured revolving credit facility (the “Working Capital Credit Facility”) with a scheduled maturity date of January 15, 2021. Based on the Company’s current credit rating, the Working Capital Credit Facility has an interest rate equal to LIBOR plus a margin of 82.5 basis points. Depending on the Company’s credit rating, the margin ranges from 75 to 145 basis points. The following is a summary of short-term bank borrowings under the Working Capital Credit Facility at March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, December 31, 2019 2018 Total working capital credit facility $ 75,000 $ 75,000 Borrowings outstanding at end of period 54,310 16 Weighted average daily borrowings during the period ended 22,967 26,101 Maximum daily borrowings during the period ended 66,170 64,633 Weighted average interest rate during the period ended 3.3 % 2.9 % Interest rate at end of the period 3.3 % 3.3 % (g) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $100.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 3.69%. (h) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $200.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 4.53%. (i) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $150.0 million of this debt. The all in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 4.27%. (j) The Operating Partnership is a guarantor of this debt. The aggregate maturities, including amortizing principal payments on secured and unsecured debt, of total debt for the next ten calendar years subsequent to March 31, 2019 are as follows (dollars in thousands): Total Fixed Total Variable Total Total Total Year Secured Debt Secured Debt Secured Debt Unsecured Debt Debt 2019 $ 2,860 $ 67,700 $ 70,560 $ 90,000 $ 160,560 2020 198,076 — 198,076 300,000 498,076 2021 1,117 — 1,117 54,310 55,427 2022 1,157 — 1,157 400,000 401,157 2023 41,245 — 41,245 350,000 391,245 2024 — — — 315,644 315,644 2025 127,600 — 127,600 300,000 427,600 2026 50,000 — 50,000 300,000 350,000 2027 — — — 300,000 300,000 2028 80,000 — 80,000 300,000 380,000 Thereafter — 27,000 27,000 300,000 327,000 Subtotal 502,055 94,700 596,755 3,009,954 3,606,709 Non-cash (a) 3,138 (97) 3,041 (19,921) (16,880) Total $ 505,193 $ 94,603 $ 599,796 $ 2,990,033 $ 3,589,829 (a) Includes the unamortized balance of fair market value adjustments, premiums/discounts and deferred financing costs . For the three months ended March 31, 2019 and 2018, the Company amortized $1.0 million and $ 1.0 million, respectively, of deferred financing costs into Interest expense. We were in compliance with the covenants of our debt instruments at March 31, 2019.
United Dominion Reality L.P.
Entity information
DEBT, NET	6. DEBT, NET Our secured debt instruments generally feature either monthly interest and principal or monthly interest-only payments with balloon payments due at maturity. For purposes of classification in the following table, variable rate debt with a derivative financial instrument designated as a cash flow hedge is deemed as fixed rate debt due to the Operating Partnership having effectively established the fixed interest rate for the underlying debt instrument. Secured debt consists of the following as of March 31, 2019 and December 31, 2018 ( dollars in thousands ): Principal Outstanding As of March 31, 2019 Weighted Weighted Average March 31, December 31, Average Years to Communities 2019 2018 Interest Rate Maturity Encumbered Secured Debt Tax-exempt secured note payable $ 27,000 $ 27,000 2.47 % 13.0 1 Deferred financing costs (69) (71) Total Secured Debt, Net $ 26,931 $ 26,929 2.50 % 13.0 1 The Operating Partnership may from time to time acquire properties subject to fixed rate debt instruments. In those situations, management will record the secured debt at its estimated fair value and amortize any difference between the fair value and par to interest expense over the life of the underlying debt instrument. The Operating Partnership did not have any unamortized fair value adjustments associated with the fixed rate debt instruments on the Operating Partnership’s properties. Variable Rate Debt Tax-exempt secured note payable. The variable rate mortgage note payable that secures tax-exempt housing bond issues matures March 2032. Interest on this note is payable in monthly installments. The mortgage note payable has an interest rate of 2.47% as of March 31, 2019. Guarantor on Unsecured Debt The Operating Partnership is a guarantor on the General Partner’s unsecured revolving credit facility with an aggregate borrowing capacity of $1.1 billion, an unsecured commercial paper program with an aggregate borrowing capacity of $500 million, $300 million of medium-term notes due October 2020, $400 million of medium-term notes due January 2022, a $350 million term loan due September 2023, $300 million of medium-term notes due July 2024, $300 million of medium-term notes due October 2025, $300 million of medium-term notes due September 2026, $300 million of medium-term notes due July 2027, $300 million of medium-term notes due January 2028, and $300 million of medium-term notes due January 2029. As of March 31, 2019 and December 31, 2018, the General Partner did not have an outstanding balance under the unsecured revolving credit facility and had $90.0 million and $101.1 million, respectively, outstanding under its unsecured commercial paper program.

RELATED PARTY TRANSACTIONS (UNI

RELATED PARTY TRANSACTIONS (UNITED DOMINION REALTY, L.P.)	3 Months Ended
	Mar. 31, 2019
United Dominion Reality L.P.
Entity information
RELATED PARTY TRANSACTIONS	7. RELATED PARTY TRANSACTIONS Allocation of General and Administrative Expenses The General Partner shares various general and administrative costs, employees and other overhead costs with the Operating Partnership including legal assistance, acquisitions analysis, marketing, human resources, IT, accounting, rent, supplies and advertising, and allocates these costs to the Operating Partnership first on the basis of direct usage when identifiable, with the remainder allocated based on the reasonably anticipated benefits to the parties. The general and administrative expenses allocated to the Operating Partnership by UDR were $3.6 million and $3.5 million during the three months ended March 31, 2019 and 2018, respectively, and are included in General and administrative on the Consolidated Statements of Operations. In the opinion of management, this method of allocation reflects the level of services received by the Operating Partnership from the General Partner. During the three months ended March 31, 2019 and 2018, the Operating Partnership reimbursed the General Partner $4.0 million and $3.7 million, respectively, for shared services related to corporate level property management costs incurred by the General Partner. These shared cost reimbursements are initially recorded within the line item General and administrative on the Consolidated Statements of Operations, and a portion related to management costs is reclassified to Property management on the Consolidated Statements of Operations. (See further discussion below.) Shared Services The Operating Partnership self-manages its own properties and is party to an Inter-Company Employee and Cost Sharing Agreement with the General Partner. This agreement provides for reimbursements to the General Partner for the Operating Partnership’s allocable share of costs incurred by the General Partner for (a) shared services of corporate level property management employees and related support functions and costs, and (b) general and administrative costs. As discussed above, the reimbursement for shared services is classified in Property management on the Consolidated Statements of Operations. Notes Payable to the General Partner The following table summarizes the Operating Partnership’s Notes payable due to the General Partner as of March 31, 2019 and December 31, 2018 ( dollars in thousands ): Interest rate at Balance Outstanding March 31, March 31, December 31, 2019 2019 2018 Note due August 2021 5.34 % $ 5,500 $ 5,500 Note due December 2023 5.18 % 83,196 83,196 Note due April 2026 4.12 % 184,638 184,638 Note due November 2028 4.69 % 133,205 133,205 Note due December 2028 (a) 3.73 % 284,435 293,576 Total notes payable due to the General Partner $ 690,974 $ 700,115 (a) In December 2018, the Operating Partnership converted the remaining outstanding portion of the Advances (to)/from the General Partner capital balance in connection with entering into an unsecured revolving note payable with the General Partner. There is no limit on the total commitments under this note. Interest is incurred on the unpaid principal balance at a variable interest rate equivalent to the General Partner’s weighted average interest rate on borrowings, or 3.73% as of March 31, 2019. The note matures on December 1, 2028. To the extent there is an outstanding principal balance on the revolving note payable, the General Partner, at its discretion, can demand payment at any time prior to the stated maturity date of the note, Certain limited partners of the Operating Partnership have provided guarantees or reimbursement agreements related to these notes payable. The guarantees were provided by the limited partners in conjunction with their contribution of properties to the Operating Partnership. The Operating Partnership recognized interest expense on the notes payable of $7.2 million and $3.1 million during the three months ended March 31, 2019 and 2018, respectively.

FAIR VALUE OF DERIVATIVES AND_4

FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS (UNITED DOMINION REALTY, L.P.)	3 Months Ended
	Mar. 31, 2019
Entity information
FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS	10. FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS Fair value is based on the price that would be received to sell an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level valuation hierarchy prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of three broad levels, which are described below: · Level 1 — Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. · Level 2 — Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data. · Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The estimated fair values of the Company’s financial instruments either recorded or disclosed on a recurring basis as of March 31, 2019 and December 31, 2018, are summarized as follows (dollars in thousands) : Fair Value at March 31, 2019, Using Total Quoted Carrying Prices in Amount in Active Statement of Markets Significant Financial Fair Value for Identical Other Significant Position at Estimate at Assets or Observable Unobservable March 31, March 31, Liabilities Inputs Inputs 2019 2019 (Level 1) (Level 2) (Level 3) Description: Notes receivable (a) $ 36,974 $ 40,329 $ — $ — $ 40,329 Derivatives - Interest rate contracts (b) 3,315 3,315 — 3,315 — Total assets $ 40,289 $ 43,644 $ — $ 3,315 $ 40,329 Derivatives - Interest rate contracts (b) $ 2,285 $ 2,285 $ — $ 2,285 $ — Secured debt instruments - fixed rate: (c) Mortgage notes payable 416,468 423,329 — — 423,329 Fannie Mae credit facilities 90,000 90,540 — — 90,540 Secured debt instruments - variable rate: (c) Tax-exempt secured notes payable 94,700 94,700 — — 94,700 Unsecured debt instruments: (c) Working capital credit facility 54,310 54,310 — — 54,310 Commercial paper program 90,000 90,000 — — 90,000 Unsecured notes 2,862,024 2,897,215 — — 2,897,215 Total liabilities $ 3,609,787 $ 3,652,379 $ — $ 2,285 $ 3,650,094 Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (d) $ 1,051,498 $ 1,051,498 $ — $ 1,051,498 $ — Fair Value at December 31, 2018, Using Total Quoted Carrying Prices in Amount in Active Statement of Markets Significant Financial Fair Value for Identical Other Significant Position at Estimate at Assets or Observable Unobservable December 31, December 31, Liabilities Inputs Inputs 2018 2018 (Level 1) (Level 2) (Level 3) Description: Notes receivable (a) $ 42,259 $ 45,026 $ — $ — $ 45,026 Derivatives - Interest rate contracts (b) 4,757 4,757 — 4,757 — Total assets $ 47,016 $ 49,783 $ — $ 4,757 $ 45,026 Derivatives - Interest rate contracts (b) $ 356 $ 356 $ — $ 356 $ — Secured debt instruments - fixed rate: (c) Mortgage notes payable 417,989 416,314 — — 416,314 Fannie Mae credit facilities 90,000 90,213 — — 90,213 Secured debt instruments - variable rate: (c) Tax-exempt secured notes payable 94,700 94,700 — — 94,700 Unsecured debt instruments: (c) Working capital credit facility 16 16 — — 16 Commercial paper program 101,115 101,115 — — 101,115 Unsecured notes 2,861,842 2,829,390 — — 2,829,390 Total liabilities $ 3,566,018 $ 3,532,104 $ — $ 356 $ 3,531,748 Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (d) $ 972,740 $ 972,740 $ — $ 972,740 $ — (a) See Note 2, Significant Accounting Policies . (b) See Note 11, Derivatives and Hedging Activity . (c) See Note 7, Secured and Unsecured Debt, Net . (d) See Note 9, Noncontrolling Interests. There were no transfers into or out of any of the levels of the fair value hierarchy during the three months ended March 31, 2019. Financial Instruments Carried at Fair Value The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The fair values of interest rate options are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of March 31, 2019 and December 31, 2018, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. In conjunction with the FASB’s fair value measurement guidance, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership have a redemption feature and are marked to their redemption value. The redemption value is based on the fair value of the Company’s common stock at the redemption date, and therefore, is calculated based on the fair value of the Company’s common stock at the balance sheet date. Since the valuation is based on observable inputs such as quoted prices for similar instruments in active markets, redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership are classified as Level 2. Financial Instruments Not Carried at Fair Value At March 31, 2019 and December 31, 2018, the fair values of cash and cash equivalents, restricted cash, accounts receivable, prepaids, real estate taxes payable, accrued interest payable, security deposits and prepaid rent, distributions payable and accounts payable approximated their carrying values because of the short term nature of these instruments. The estimated fair values of other financial instruments, which includes notes receivable and debt instruments, are classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs that are utilized in their respective valuations. We record impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by the future operation and disposition of those assets are less than the net book value of those assets. Our cash flow estimates are based upon historical results adjusted to reflect our best estimate of future market and operating conditions and our estimated holding periods. The net book value of impaired assets is reduced to fair value. Our estimates of fair value represent our best estimate based upon Level 3 inputs such as industry trends and reference to market rates and transactions. We consider various factors to determine if a decrease in the value of our Investment in and advances to unconsolidated joint ventures, net is other-than-temporary. These factors include, but are not limited to, age of the venture, our intent and ability to retain our investment in the entity, the financial condition and long-term prospects of the entity, and the relationships with the other joint venture partners and its lenders. Based on the significance of the unobservable inputs, we classify these fair value measurements within Level 3 of the valuation hierarchy. The Company did not incur any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures during the three months ended March 31, 2019 and 2018. After determining an other-than-temporary decrease in the value of an equity method investment has occurred, we estimate the fair value of our investment by estimating the proceeds we would receive upon a hypothetical liquidation of the investment at the date of measurement. Inputs reflect management’s best estimate of what market participants would use in pricing the investment giving consideration to the terms of the joint venture agreement and the estimated discounted future cash flows to be generated from the underlying joint venture assets. The inputs and assumptions utilized to estimate the future cash flows of the underlying assets are based upon the Company’s evaluation of the economy, market trends, operating results, and other factors, including judgments regarding costs to complete any construction activities, lease up and occupancy rates, rental rates, inflation rates, capitalization rates utilized to estimate the projected cash flows at the disposition, and discount rates.
United Dominion Reality L.P.
Entity information
FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS	8. FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS Fair value is based on the price that would be received to sell an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level valuation hierarchy prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of three broad levels, which are described below: · Level 1 — Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. · Level 2 — Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data. · Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The estimated fair values of the Operating Partnership’s financial instruments either recorded or disclosed on a recurring basis as of March 31, 2019 and December 31, 2018 are summarized as follows (dollars in thousands) : Fair Value at March 31, 2019, Using Total Quoted Carrying Prices in Amount in Active Statement of Markets Significant Financial Fair Value for Identical Other Significant Position at Estimate at Assets or Observable Unobservable March 31, March 31, Liabilities Inputs Inputs 2019 2019 (Level 1) (Level 2) (Level 3) Description: Secured debt instruments - variable rate: (a) Tax-exempt secured notes payable $ 27,000 $ 27,000 $ — $ — $ 27,000 Total liabilities $ 27,000 $ 27,000 $ — $ — $ 27,000 Fair Value at December 31, 2018, Using Quoted Total Prices in Carrying Active Amount in Markets Statement of for Identical Significant Financial Fair Value Assets Other Significant Position at Estimate at or Observable Unobservable December 31, December 31, Liabilities Inputs Inputs 2018 2018 (Level 1) (Level 2) (Level 3) Description: Secured debt instruments - variable rate: (a) Tax-exempt secured notes payable $ 27,000 $ 27,000 $ — $ — $ 27,000 Total liabilities $ 27,000 $ 27,000 $ — $ — $ 27,000 (a) See Note 6, Debt, Net. There were no transfers into or out of each of the levels of the fair value hierarchy during the three months ended March 31, 2019. Financial Instruments Carried at Fair Value The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The fair values of interest rate options are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The General Partner, on behalf of the Operating Partnership, incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Operating Partnership has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Although the General Partner, on behalf of the Operating Partnership, has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of March 31, 2019 and December 31, 2018, the Operating Partnership has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Operating Partnership has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. In conjunction with the FASB’s fair value measurement guidance, the Operating Partnership made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. Financial Instruments Not Carried at Fair Value As of March 31, 2019, the fair values of cash and cash equivalents, restricted cash, accounts receivable, prepaids, real estate taxes payable, accrued interest payable, security deposits and prepaid rent, distributions payable and accounts payable approximated their carrying values because of the short term nature of these instruments. The estimated fair values of other financial instruments, which includes debt instruments, are classified in Level 3 of the fair value hierarchy due to the significant unobservable inputs that are utilized in their respective valuations. The Operating Partnership records impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by the future operation and disposition of those assets are less than the net book value of those assets. Cash flow estimates are based upon historical results adjusted to reflect management’s best estimate of future market and operating conditions and our estimated holding periods. The net book value of impaired assets is reduced to fair value. The General Partner’s estimates of fair value represent management’s estimates based upon Level 3 inputs such as industry trends and reference to market rates and transactions. The Operating Partnership did not incur any other-than-temporary impairments in the value of its investments in unconsolidated entities during the three months ended March 31, 2019 and 2018.

DERIVATIVES AND HEDGING ACTIV_8

DERIVATIVES AND HEDGING ACTIVITY (UNITED DOMINION REALTY, L.P.)	3 Months Ended
	Mar. 31, 2019
Entity information
DERIVATIVES AND HEDGING ACTIVITY	11. DERIVATIVES AND HEDGING ACTIVITY Risk Management Objective of Using Derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its debt funding and through the use of derivative financial instruments. Specifically, the Company may enter into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings. Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in Accumulated other comprehensive income/(loss), net on the Consolidated Balance Sheets and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the three months ended March 31, 2019 and 2018, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. Amounts reported in Accumulated other comprehensive income/(loss), net on the Consolidated Balance Sheets related to derivatives that will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. Through March 31, 2020, the Company estimates that an additional $3.2 million will be reclassified as a decrease to Interest expense . As of March 31, 2019, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk ( dollars in thousands ): Number of Product Instruments Notional Interest rate swaps (a) 4 $ 315,000 Interest rate caps 1 $ 65,197 (a) In addition to the interest rate swaps summarized above, the Company entered into two additional interest rate swaps with a notional value totaling $75.0 million that will become effective in December 2019. Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements of GAAP. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings and resulted in no gain or loss and a loss of less than $0.1 million for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships ( dollars in thousands ): Number of Product Instruments Notional Interest rate caps 1 $ 19,880 Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheet The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018 ( dollars in thousands ): Asset Derivatives Liability Derivatives (included in Other assets ) (included in Other liabilities ) Fair Value at: Fair Value at: March 31, December 31, March 31, December 31, 2019 2018 2019 2018 Derivatives designated as hedging instruments: Interest rate products $ 3,315 $ 4,757 $ 2,285 $ 356 Tabular Disclosure of the Effect of Derivative Instruments on the Consolidated Statements of Operations The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018 ( dollars in thousands ): Gain/(Loss) Recognized in Gain/(Loss) Reclassified Interest expense Unrealized holding gain/(loss) from Accumulated OCI into (Amount Excluded from Recognized in OCI Interest expense Effectiveness Testing) Derivatives in Cash Flow Hedging Relationships 2019 2018 2019 2018 2019 2018 Three Months Ended March 31, Interest rate products $ (2,210) $ 1,710 $ 945 $ 172 $ — $ — Three Months Ended March 31, 2019 2018 Total amount of Interest expense presented on the Consolidated Statements of Operations $ 33,542 $ 29,943 The Company did not recognize any gain/(loss) in Interest income and other income/(expense), net related to derivatives not designated during each of the three months ended March 31, 2019 and 2018. Credit-risk-related Contingent Features The Company has agreements with its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness. The Company has certain agreements with some of its derivative counterparties that contain a provision where, in the event of default by the Company or the counterparty, the right of setoff may be exercised. Any amount payable to one party by the other party may be reduced by its setoff against any amounts payable by the other party. Events that give rise to default by either party may include, but are not limited to, the failure to pay or deliver payment under the derivative agreement, the failure to comply with or perform under the derivative agreement, bankruptcy, a merger without assumption of the derivative agreement, or in a merger, a surviving entity’s creditworthiness is materially weaker than the original party to the derivative agreement. As of March 31, 2019, the fair value of derivatives was in a net asset position, which includes accrued interest but excludes any adjustment for nonperformance risk related to these agreements, of $1.4 million. Tabular Disclosure of Offsetting Derivatives The Company has elected not to offset derivative positions on the consolidated financial statements. The tables below present the effect on its financial position had the Company made the election to offset its derivative positions as of March 31, 2019 and December 31, 2018 (dollars in thousands): Gross Net Amounts of Gross Amounts Not Offset Amounts Assets in the Consolidated Gross Offset in the Presented in the Balance Sheet Amounts of Consolidated Consolidated Cash Recognized Balance Balance Sheets Financial Collateral Offsetting of Derivative Assets Assets Sheets (a) Instruments Received Net Amount March 31, 2019 $ 3,315 $ — $ 3,315 $ — $ — $ 3,315 December 31, 2018 $ 4,757 $ — $ 4,757 $ — $ — $ 4,757 (a) Amounts reconcile to the aggregate fair value of derivative assets in the “Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets” located in this footnote. Gross Net Amounts of Gross Amounts Not Offset Amounts Liabilities in the Consolidated Gross Offset in the Presented in the Balance Sheet Amounts of Consolidated Consolidated Cash Recognized Balance Balance Sheets Financial Collateral Offsetting of Derivative Liabilities Liabilities Sheets (a) Instruments Posted Net Amount March 31, 2019 $ 2,285 $ — $ 2,285 $ — $ — $ 2,285 December 31, 2018 $ 356 $ — $ 356 $ — $ — $ 356 (a) Amounts reconcile to the aggregate fair value of derivative liabilities in the “Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets” located in this footnote.
United Dominion Reality L.P.
Entity information
DERIVATIVES AND HEDGING ACTIVITY	9. DERIVATIVES AND HEDGING ACTIVITY Risk Management Objective of Using Derivatives The Operating Partnership is exposed to certain risks arising from both its business operations and economic conditions. The General Partner principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The General Partner manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and through the use of derivative financial instruments. Specifically, the General Partner enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The General Partner’s and the Operating Partnership’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the General Partner’s known or expected cash payments principally related to the General Partner’s borrowings. Cash Flow Hedges of Interest Rate Risk The General Partner’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the General Partner primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the General Partner making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an upfront premium. A portion of the General Partner’s interest rate derivatives are owed by the Operating Partnership based on the General Partner’s underlying debt instruments owed by the Operating Partnership. (See Note 6, Debt, Net. ) The changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in Accumulated other comprehensive income/(loss), net on the Consolidated Balance Sheets and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. As of and during the three months ended March 31, 2019 and 2018, no derivatives designated as cash flow hedges were held by the Operating Partnership. Amounts reported in Accumulated other comprehensive income/(loss), net related to derivatives will be reclassified to interest expense as interest payments are made on the General Partner’s variable-rate debt that is owed by the Operating Partnership. As of March 31, 2019, no derivatives designated as cash flow hedges were held by the Operating Partnership and, as a result, no amounts are anticipated to be reclassified as an increase to interest expense through March 31, 2020. Derivatives not designated as hedges are not speculative and are used to manage the Operating Partnership’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements of GAAP. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings and resulted in no gain or loss for both the three months ended March 31, 2019 and 2018. As of March 31, 2019, we had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships ( dollars in thousands ): Number of Product Instruments Notional Interest rate caps 1 $ 19,880 Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets As of March 31, 2019 and December 31, 2018, the fair value of the Operating Partnership’s derivative financial instruments was zero. Tabular Disclosure of the Effect of Derivative Instruments on the Consolidated Statements of Operations During the three months ended March 31, 2019 and 2018, the Operating Partnership’s derivative instruments did not impact the Consolidated Statement of Operations. Credit-risk-related Contingent Features The General Partner has agreements with its derivative counterparties that contain a provision where the General Partner could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the General Partner’s default on the indebtedness. The General Partner has certain agreements with some of its derivative counterparties that contain a provision where, in the event of default by the General Partner or the counterparty, the right of setoff may be exercised. Any amount payable to one party by the other party may be reduced by its setoff against any amounts payable by the other party. Events that give rise to default by either party may include, but are not limited to, the failure to pay or deliver payment under the derivative agreement, the failure to comply with or perform under the derivative agreement, bankruptcy, a merger without assumption of the derivative agreement, or in a merger, a surviving entity’s creditworthiness is materially weaker than the original party to the derivative agreement.

CAPITAL STRUCTURE (UNITED DOMIN

CAPITAL STRUCTURE (UNITED DOMINION REALTY, L.P.)	3 Months Ended
	Mar. 31, 2019
United Dominion Reality L.P.
Entity information
CAPITAL STRUCTURE	10. CAPITAL STRUCTURE General Partnership Units The General Partner has complete discretion to manage and control the operations and business of the Operating Partnership, which includes but is not limited to the acquisition and disposition of real property, construction of buildings and making capital improvements, and the borrowing of funds from outside lenders or UDR and its subsidiaries to finance such activities. The General Partner can generally authorize, issue, sell, redeem or purchase any OP Unit or securities of the Operating Partnership without the approval of the limited partners. The General Partner can also approve, with regard to the issuances of OP Units, the class or one or more series of classes, with designations, preferences, participating, optional or other special rights, powers and duties including rights, powers and duties senior to limited partnership interests without approval of any limited partners except holders of Class A Limited Partnership Units. There were 110,883 General Partnership units outstanding at March 31, 2019 and December 31, 2018, all of which were held by UDR. Limited Partnership Units As of March 31, 2019 and December 31, 2018, there were 183,942,239 and 183,525,660, respectively, of limited partnership units outstanding, of which 1,873,332 were Class A Limited Partnership Units for both periods. UDR owned 175,946,364, or 95.7%, and 174,137,816, or 94.9%, of OP Units outstanding at March 31, 2019 and December 31, 2018, respectively, of which 121,661 were Class A Limited Partnership Units for both periods. The remaining 7,995,875, or 4.3%, and 9,387,844, or 5.1%, of OP Units outstanding were held by non-affiliated partners at March 31, 2019 and December 31, 2018, respectively, of which 1,751,671 were Class A Limited Partnership Units for both periods. Subject to the terms of the Operating Partnership Agreement, the limited partners have the right to require the Operating Partnership to redeem all or a portion of the OP Units held by the limited partner at a redemption price equal to and in the form of the Cash Amount (as defined in the Operating Partnership Agreement), provided that such OP Units have been outstanding for at least one year. UDR, as general partner of the Operating Partnership, may, in its sole discretion, purchase the OP Units by paying to the limited partner either the Cash Amount or the REIT Share Amount (generally one share of common stock of UDR for each OP Unit), as defined in the Operating Partnership Agreement. The non-affiliated limited partners’ capital is adjusted to redemption value at the end of each reporting period with the corresponding offset against UDR’s limited partner capital account based on the redemption rights noted above. The aggregate value upon redemption of the then-outstanding OP Units held by limited partners was $363.5 million and $371.9 million as of March 31, 2019 and December 31, 2018, respectively, based on the value of UDR’s common stock at each period end. A limited partner has no right to receive any distributions from the Operating Partnership on or after the date of redemption of its OP Units. Class A Limited Partnership Units Class A Limited Partnership Units have a cumulative, annual, non-compounded preferred return, which is equal to 8% based on a value of $16.61 per Class A Limited Partnership Unit. Holders of the Class A Limited Partnership Units exclusively possess certain voting rights. The Operating Partnership may not do the following without approval of the holders of the Class A Limited Partnership Units: (i) increase the authorized or issued amount of Class A Limited Partnership Units, (ii) reclassify any other partnership interest into Class A Limited Partnership Units, (iii) create, authorize or issue any obligations or security convertible into or the right to purchase Class A Limited Partnership Units, (iv) enter into a merger or acquisition, or (v) amend or modify the Operating Partnership Agreement in a manner that adversely affects the relative rights, preferences or privileges of the Class A Limited Partnership Units. The following table shows OP Units outstanding and OP Unit activity as of and for the three months ended March 31, 2019: UDR, Inc. Class A Class A Limited Limited Limited Limited General Partners Partners Partner Partner Partner Total Ending balance at December 31, 2018 1,751,671 7,636,173 174,016,155 121,661 110,883 183,636,543 Vesting of LTIP Units — 416,579 — — — 416,579 OP redemptions for UDR stock — (1,808,548) 1,808,548 — — — Ending balance at March 31, 2019 1,751,671 6,244,204 175,824,703 121,661 110,883 184,053,122 LTIP Units UDR grants long-term incentive plan units (“LTIP Units”) to certain employees and non-employee directors. The LTIP Units represent an ownership interest in the Operating Partnership and have voting and distribution rights consistent with OP Units. The LTIP Units are subject to the terms of UDR’s long-term incentive plan. Two classes of LTIP Units are granted, Class 1 LTIP Units and Class 2 LTIP Units. Class 1 LTIP Units are granted to certain employees and non-employee directors and vest over a period of up to four years. Class 2 LTIP Units are granted to certain employees and vest over a period from one to three years subject to certain performance and market conditions being achieved. Vested LTIP Units may be converted into OP Units provided that such LTIP Units have been outstanding for at least two years from the date of grant. Allocation of Profits and Losses Profit of the Operating Partnership is allocated in the following order: (i) to the General Partner and the Limited Partners in proportion to and up to the amount of cash distributions made during the year, and (ii) to the General Partner and Limited Partners in accordance with their percentage interests. Losses and depreciation and amortization expenses, non-recourse liabilities are allocated to the General Partner and Limited Partners in accordance with their percentage interests. Losses allocated to the Limited Partners are capped to the extent that such an allocation would not cause a deficit in the Limited Partners’ capital account. Such losses are, therefore, allocated to the General Partner. If any Partner’s capital balance were to fall into a deficit, any income and gains are allocated to each Partner sufficient to eliminate its negative capital balance.

COMMITMENTS AND CONTINGENCIES_3

COMMITMENTS AND CONTINGENCIES (UNITED DOMINION REALTY, L.P.) Commitments and Contingencies (UNITED DOMINION REALTY, L.P.)	3 Months Ended
	Mar. 31, 2019
Entity information
COMMITMENTS AND CONTINGENCIES	13. COMMITMENTS AND CONTINGENCIES Commitments Real Estate Commitments The following summarizes the Company’s real estate commitments at March 31, 2019 ( dollars in thousands ): Number UDR's UDR's Remaining Properties Investment (a) Commitment Wholly-owned — redevelopment 2 $ 245 $ 35,255 Joint ventures: Unconsolidated joint ventures - development 1 5,471 26,530 (b) Preferred equity investments 2 25,711 (c) 39,618 (d) Other investments - 4,280 13,500 (e) Total $ 35,707 $ 114,903 (a) Represents UDR’s investment as of March 31, 2019. (b) Represents UDR’s proportionate share of expected remaining costs to complete the development. (c) Represents UDR’s investment in 1300 Fairmount and Essex for the properties under development as of March 31, 2019. (d) Represents UDR’s remaining commitment for 1300 Fairmount and Essex. (e) Represents UDR’s remaining commitment for other investment ventures. Purchase Commitments During the three months ended March 31, 2019, the Company entered into a contract to purchase a 313 apartment home operating community located in King of Prussia, Pennsylvania for approximately $108.5 million. The Company made a $5.4 million deposit on the purchase which, as of March 31, 2019, is generally non-refundable other than due to a failure of closing conditions pursuant to the terms of the agreement. The acquisition is expected to close in the second quarter of 2019, subject to customary closing conditions. Contingencies Litigation and Legal Matters The Company is subject to various legal proceedings and claims arising in the ordinary course of business. The Company cannot determine the ultimate liability with respect to such legal proceedings and claims at this time. The Company believes that such liability, to the extent not provided for through insurance or otherwise, will not have a material adverse effect on our financial condition, results of operations or cash flows.
United Dominion Reality L.P.
Entity information
COMMITMENTS AND CONTINGENCIES	11. COMMITMENTS AND CONTINGENCIES Commitments Real Estate Commitments The following summarizes the Operating Partnership’s real estate commitments at March 31, 2019 ( dollars in thousands ): Number Operating Partnership's Properties Investment Remaining Commitment Real estate communities - redevelopment 1 $ 108 $ 24,892 Contingencies Litigation and Legal Matters The Operating Partnership is subject to various legal proceedings and claims arising in the ordinary course of business. The Operating Partnership cannot determine the ultimate liability with respect to such legal proceedings and claims at this time. The General Partner believes that such liability, to the extent not provided for through insurance or otherwise, will not have a material adverse effect on the Operating Partnership’s financial condition, results of operations or cash flows.

REPORTABLE SEGMENTS (UNITED DOM

REPORTABLE SEGMENTS (UNITED DOMINION REALTY, L.P.)	3 Months Ended
	Mar. 31, 2019
Entity information
REPORTABLE SEGMENTS	14. REPORTABLE SEGMENTS GAAP guidance requires that segment disclosures present the measure(s) used by the Chief Operating Decision Maker to decide how to allocate resources and for purposes of assessing such segments’ performance. UDR’s Chief Operating Decision Maker is comprised of several members of its executive management team who use several generally accepted industry financial measures to assess the performance of the business for our reportable operating segments. UDR owns and operates multifamily apartment communities that generate rental and other property related income through the leasing of apartment homes to a diverse base of tenants. The primary financial measures for UDR’s apartment communities are rental income and net operating income (“NOI”). Rental income represents gross market rent less adjustments for concessions, vacancy loss and bad debt. NOI is defined as rental income less direct property rental expenses. Rental expenses include real estate taxes, insurance, personnel, utilities, repairs and maintenance, administrative and marketing. Excluded from NOI is property management expense, which is calculated as 2.875% of property revenue to cover the regional supervision and accounting costs related to consolidated property operations, and land rent. UDR’s Chief Operating Decision Maker utilizes NOI as the key measure of segment profit or loss. UDR’s two reportable segments are Same-Store Communities and Non-Mature Communities/Other : · Same-Store Communities represent those communities acquired, developed, and stabilized prior to January 1, 2018 and held as of March 31, 2019. A comparison of operating results from the prior year is meaningful as these communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior period, there is no plan to conduct substantial redevelopment activities, and the community is not held for disposition within the current year. A community is considered to have stabilized occupancy once it achieves 90% occupancy for at least three consecutive months. · Non-Mature Communities/Other represent those communities that do not meet the criteria to be included in Same-Store Communities , including, but not limited to, recently acquired, developed and redeveloped communities, and the non-apartment components of mixed use properties. Management evaluates the performance of each of our apartment communities on a Same-Store Community and Non-Mature Community/Other basis, as well as individually and geographically. This is consistent with the aggregation criteria under GAAP as each of our apartment communities generally has similar economic characteristics, facilities, services, and tenants. Therefore, the Company’s reportable segments have been aggregated by geography in a manner identical to that which is provided to the Chief Operating Decision Maker. Revenue is measured based on consideration specified in contracts with customers. The Company recognizes revenue when it satisfies a performance obligation by providing the services specified in a contract to the customer. All revenues are from external customers and no single tenant or related group of tenants contributed 10% or more of UDR’s total revenues during the three months ended March 31, 2019 and 2018. The following is a description of the principal streams from which the Company generates its revenue: Lease Revenue Lease revenue related to leases is recognized on an accrual basis when due from residents or tenants in accordance with ASC 842, Leases . Rental payments are generally due on a monthly basis and recognized on a straight-line basis over the noncancellable lease term, inclusive of any periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option. In addition, in circumstances where a lease incentive is provided to tenants, the incentive is recognized as a reduction of lease revenue on a straight-line basis over the lease term. Lease revenue also includes all pass-through revenue from retail and residential leases and common area maintenance reimbursements from retail leases. These services represent non-lease components in a contract as the Company transfers a service to the lessee other than the right to use the underlying asset. The Company has elected the practical expedient under the leasing standard to not separate lease and non-lease components from its resident and retail lease contracts as the timing and pattern of revenue recognition for the non-lease component and related lease component are the same and the combined single lease component would be classified as an operating lease. Other Revenue Other revenue is generated by services provided by the Company to its retail and residential tenants and other unrelated third parties. These fees are generally recognized as earned. Joint venture management and other fees The Joint venture management and other fees revenue consists of management fees charged to our equity method joint ventures per the terms of contractual agreements and other fees. Joint venture fee revenue is recognized monthly as the management services are provided and the fees are earned or upon a transaction whereby the Company earns a fee. Joint venture management and other fees are not allocable to a specific reportable segment or segments. The following table details rental income and NOI for UDR’s reportable segments for the three months ended March 31, 2019 and 2018, and reconciles NOI to Net income/(loss) attributable to UDR, Inc. on the Consolidated Statements of Operations (dollars in thousands) : March 31, (a) 2019 2018 Reportable apartment home segment lease revenue Same-Store Communities West Region $ 100,565 $ 96,665 Mid-Atlantic Region 54,300 52,694 Southeast Region 29,532 28,339 Northeast Region 30,192 29,585 Southwest Region 14,152 13,821 Non-Mature Communities/Other 30,162 21,393 Total segment and consolidated rental income $ 258,903 $ 242,497 Reportable apartment home segment other revenue Same-Store Communities West Region $ 3,154 $ 2,738 Mid-Atlantic Region 2,003 1,736 Southeast Region 1,788 1,697 Northeast Region 630 581 Southwest Region 733 569 Non-Mature Communities/Other 711 665 Total segment and consolidated rental income $ 9,019 $ 7,986 Total reportable apartment home segment rental income Same-Store Communities West Region $ 103,719 $ 99,403 Mid-Atlantic Region 56,303 54,430 Southeast Region 31,320 30,036 Northeast Region 30,822 30,166 Southwest Region 14,885 14,390 Non-Mature Communities/Other 30,873 22,058 Total segment and consolidated rental income $ 267,922 $ 250,483 Reportable apartment home segment NOI Same-Store Communities West Region $ 78,439 $ 74,979 Mid-Atlantic Region 39,179 37,506 Southeast Region 22,010 21,047 Northeast Region 20,977 20,951 Southwest Region 8,992 8,477 Non-Mature Communities/Other 20,086 13,654 Total segment and consolidated NOI 189,683 176,614 Reconciling items: Joint venture management and other fees 2,751 2,822 Property management (7,703) (6,888) Other operating expenses (5,646) (2,009) Real estate depreciation and amortization (112,468) (108,136) General and administrative (12,467) (11,759) Casualty-related (charges)/recoveries, net — (940) Other depreciation and amortization (1,656) (1,691) Gain/(loss) on sale of real estate owned — 70,300 Income/(loss) from unconsolidated entities 49 (1,677) Interest expense (33,542) (29,943) Interest income and other income/(expense), net 9,813 2,759 Tax (provision)/benefit, net (2,212) (227) Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (2,057) (7,390) Net (income)/loss attributable to noncontrolling interests (42) (79) Net income/(loss) attributable to UDR, Inc. $ 24,503 $ 81,756 (a) Same-Store Community population consisted of 37,959 apartment homes. The following table details the assets of UDR’s reportable segments as of March 31, 2019 and December 31, 2018 (dollars in thousands) : March 31, December 31, 2019 2018 Reportable apartment home segment assets: Same-Store Communities: West Region $ 3,773,413 $ 3,763,366 Mid-Atlantic Region 2,323,591 2,317,369 Southeast Region 786,575 779,310 Northeast Region 1,494,009 1,491,994 Southwest Region 448,299 447,305 Non-Mature Communities/Other 1,854,668 1,396,815 Total segment assets 10,680,555 10,196,159 Accumulated depreciation (3,764,099) (3,654,160) Total segment assets — net book value 6,916,456 6,541,999 Reconciling items: Cash and cash equivalents 1,043 185,216 Restricted cash 23,111 23,675 Notes receivable, net 36,974 42,259 Investment in and advances to unconsolidated joint ventures, net 749,100 780,869 Operating lease right-of-use assets 94,145 — Other assets 134,896 137,710 Total consolidated assets $ 7,955,725 $ 7,711,728 Markets included in the above geographic segments are as follows: i. West Region — Orange County, San Francisco, Seattle, Los Angeles, Monterey Peninsula, Other Southern California and Portland ii. Mid-Atlantic Region — Metropolitan D.C., Richmond and Baltimore iii. Southeast Region — Orlando, Tampa, Nashville and Other Florida iv. Northeast Region — New York and Boston v. Southwest Region — Dallas, Austin and Denver
United Dominion Reality L.P.
Entity information
REPORTABLE SEGMENTS	12. REPORTABLE SEGMENTS GAAP guidance requires that segment disclosures present the measure(s) used by the Chief Operating Decision Maker to decide how to allocate resources and for purposes of assessing such segments’ performance. The Operating Partnership has the same Chief Operating Decision Maker as that of its parent, the General Partner. The Chief Operating Decision Maker consists of several members of UDR’s executive management team who use several generally accepted industry financial measures to assess the performance of the business for our reportable operating segments. The Operating Partnership owns and operates multifamily apartment communities throughout the United States that generate rental and other property related income through the leasing of apartment homes to a diverse base of tenants. The primary financial measures of the Operating Partnership’s apartment communities are rental income and net operating income (“NOI”), and are included in the Chief Operating Decision Maker’s assessment of the Operating Partnership’s performance on a consolidated basis. Rental income represents gross market rent less adjustments for concessions, vacancy loss and bad debt. NOI is defined as total revenues less direct property operating expenses. Rental expenses include real estate taxes, insurance, personnel, utilities, repairs and maintenance, administrative and marketing. Excluded from NOI are property management costs, which are the Operating Partnership’s allocable share of costs incurred by the General Partner for shared services of corporate level property management employees and related support functions and costs. The Chief Operating Decision Maker of the General Partner utilizes NOI as the key measure of segment profit or loss. The Operating Partnership’s two reportable segments are Same-Store Communities and Non-Mature Communities/Other: · Same-Store Communities represent those communities acquired, developed, and stabilized prior to January 1, 2018 and held as of March 31, 2019. A comparison of operating results from the prior year is meaningful as these communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior period, there is no plan to conduct substantial redevelopment activities, and the community is not held for disposition within the current year. A community is considered to have stabilized occupancy once it achieves 90% occupancy for at least three consecutive months. · Non-Mature Communities/Other represent those communities that do not meet the criteria to be included in Same-Store Communities , including, but not limited to, recently acquired, developed and redeveloped communities, and the non-apartment components of mixed use properties. Management of the General Partner evaluates the performance of each of the Operating Partnership’s apartment communities on a Same-Store Community and Non-Mature Community/Other basis, as well as individually and geographically. This is consistent with the aggregation criteria under GAAP as each of our apartment communities generally has similar economic characteristics, facilities, services, and tenants. Therefore, the Operating Partnership’s reportable segments have been aggregated by geography in a manner identical to that which is provided to the Chief Operating Decision Maker. All revenues are from external customers and no single tenant or related group of tenants contributed 10% or more of the Operating Partnership’s total revenues during the three months ended March 31, 2019 and 2018. The following is a description of the principal streams from which the Operating Partnership generates its revenue: Lease Revenue Lease revenue related to leases is recognized on an accrual basis when due from residents or tenants in accordance with ASC 842, Leases . Rental payments are generally due on a monthly basis and recognized on a straight-line basis over the noncancellable lease term, inclusive of any periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option. In addition, in circumstances where a lease incentive is provided to tenants, the incentive is recognized as a reduction of lease revenue on a straight-line basis over the lease term. Lease revenue also includes all pass-through revenue from retail and residential leases and common area maintenance reimbursements from retail leases. These services represent non-lease components in a contract as the Operating Partnership transfers a service to the lessee other than the right to use the underlying asset. The Operating Partnership has elected the practical expedient under the leasing standard to not separate lease and non-lease components from its resident and retail lease contracts as the timing and pattern of revenue recognition for the non-lease component and related lease component are the same and the combined single lease component would be classified as an operating lease. Other Revenue Other revenue is generated by services provided by the Operating Partnership to its retail and residential tenants and other unrelated third parties. These fees are generally recognized as earned. The following table details rental income and NOI for the Operating Partnership’s reportable segments for the three months ended March 31, 2019 and 2018, and reconciles NOI to Net income/(loss) attributable to OP unitholders on the Consolidated Statements of Operations (dollars in thousands) : Three Months Ended March 31, (a) 2019 2018 Reportable apartment home segment lease revenue Same-Store Communities West Region $ 60,782 $ 58,340 Mid-Atlantic Region 14,810 14,532 Southeast Region 12,462 11,979 Northeast Region 7,972 7,848 Non-Mature Communities/Other 8,650 10,470 Total segment and consolidated rental income $ 104,676 $ 103,169 Reportable apartment home segment other revenue Same-Store Communities West Region $ 1,994 $ 1,824 Mid-Atlantic Region 535 495 Southeast Region 776 750 Northeast Region 166 166 Non-Mature Communities/Other 187 188 Total segment and consolidated rental income $ 3,658 $ 3,423 Total reportable apartment home segment rental income Same-Store Communities West Region $ 62,776 $ 60,164 Mid-Atlantic Region 15,345 15,027 Southeast Region 13,238 12,729 Northeast Region 8,138 8,014 Non-Mature Communities/Other 8,837 10,658 Total segment and consolidated rental income $ 108,334 $ 106,592 Reportable apartment home segment NOI Same-Store Communities West Region $ 47,798 $ 45,829 Mid-Atlantic Region 10,524 10,393 Southeast Region 9,257 8,792 Northeast Region 6,205 6,216 Non-Mature Communities/Other 5,355 7,059 Total segment and consolidated NOI 79,139 78,289 Reconciling items: Property management (2,979) (2,931) Other operating expenses (2,400) (1,554) Real estate depreciation and amortization (34,654) (37,565) General and administrative (4,661) (4,309) Casualty-related (charges)/recoveries, net — (342) Gain/(loss) on sale of real estate owned — 70,300 Income/(loss) from unconsolidated entities (2,740) (5,017) Interest expense (7,371) (5,026) Net (income)/loss attributable to noncontrolling interests (388) (418) Net income/(loss) attributable to OP unitholders $ 23,946 $ 91,427 (a) Same-Store Community population consisted of 15,723 apartment homes. The following table details the assets of the Operating Partnership’s reportable segments as of March 31, 2019 and December 31, 2018 (dollars in thousands) : March 31, December 31, 2019 2018 Reportable apartment home segment assets Same-Store Communities West Region $ 1,988,360 $ 1,981,007 Mid-Atlantic Region 664,103 663,083 Southeast Region 343,520 340,722 Northeast Region 406,759 406,149 Non-Mature Communities/Other 425,133 421,024 Total segment assets 3,827,875 3,811,985 Accumulated depreciation (1,692,702) (1,658,161) Total segment assets - net book value 2,135,173 2,153,824 Reconciling items: Cash and cash equivalents 59 125 Restricted cash 14,010 13,563 Investment in unconsolidated entities 95,673 103,026 Operating lease right-of-use assets 93,987 — Other assets 24,425 34,052 Total consolidated assets $ 2,363,327 $ 2,304,590 Markets included in the above geographic segments are as follows: i. West Region — Orange County, San Francisco, Seattle, Los Angeles, Monterey Peninsula, Other Southern California and Portland ii. Mid-Atlantic Region — Metropolitan, D.C. and Baltimore iii. Southeast Region — Tampa, Nashville and Other Florida iv. Northeast Region — New York and Boston v. Southwest Region — Denver

SIGNIFICANT ACCOUNTING POLICI_6

SIGNIFICANT ACCOUNTING POLICIES (UNITED DOMINION REALTY, L.P.) (Policies)	3 Months Ended
	Mar. 31, 2019
Entity information
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016‑13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments . The standard requires entities to estimate a lifetime expected credit loss for most financial assets, including trade and other receivables, held-to-maturity debt securities, loans and other financial instruments, and to present the net amount of the financial instrument expected to be collected. The updated standard will be effective for the Company on January 1, 2020. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, which amends the transition requirements and scope of ASU 2016-13 and clarifies that receivables arising from operating leases are not within the scope of the credit losses standard, but rather, should be accounted for in accordance with the leases standard. The Company is currently evaluating the effect that the updated standard will have on the consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases . The standard amends the existing lease accounting guidance and requires lessees to recognize a lease liability and a right-of-use asset for all leases on their balance sheets. Lessees of operating leases will continue to recognize lease expense in a manner similar to current accounting. For lessors, accounting for leases under the new guidance is substantially the same as in prior periods, but eliminates current real estate-specific provisions and changes the treatment of initial direct costs. The standard became effective for the Company on January 1, 2019. The Company elected the following package of practical expedients provided by the standard: (i) an entity need not reassess whether any expired or existing contract is a lease or contains a lease, (ii) an entity need not reassess the lease classification of any expired or existing leases, and (iii) an entity need not reassess initial direct costs for any existing leases. The Company also elected the short-term lease exception provided for in the standard and therefore will only recognize right-of-use assets and lease liabilities for leases with a term greater than one year. The Company recognized right-of-use assets of $94.3 million and lease liabilities of $88.3 million as of January 1, 2019 upon adoption of the standard. The right-of-use assets included $6.0 million of prepaid rent and intangible assets that was included within Other assets on our Consolidated Balance Sheets as of December 31, 2018. The lease liabilities represent the present value of the remaining minimum lease payments as of January 1, 2019 related to ground leases for communities where we are the lessee. The right-of-use assets represent our right to use an underlying asset for the lease term, which are calculated utilizing the lease liabilities plus any prepaid lease payments and intangible assets for ground leases acquired in the purchase of real estate. Our right-of-use assets and related lease liabilities recognized as of January 1, 2019 may change as a result of updates to the projected future minimum lease payments. Certain of our ground lease agreements where we are the lessee have future minimum lease payments that reset in the future based upon a percentage of the fair market value of the land at the time of the reset. One of these resets is in process as of March 31, 2019 and is estimated to increase our right-of-use assets and lease liabilities up to a maximum of $146.7 million and $140.7 million, respectively, during the remainder of 2019. The Company will continue to recognize lease expense for these leases in a manner similar to previous accounting based on our election of the package of practical expedients. However, in the event we modify existing ground leases and/or enter into new ground leases subsequent to the adoption of the standard, such leases would likely be classified as finance leases under the standard and require expense recognition based on the effective interest method. Under the standard, initial direct costs for both lessees and lessors would include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. As a result, subsequent to the adoption of the standard, we are now expensing non-incremental leasing costs as incurred. In July 2018, the FASB issued ASU 2018-11, Leases – Targeted Improvements , which provides entities with relief from the costs of implementing certain aspects of ASU 2016-02, Leases . The ASU provides a practical expedient which allows lessors to not separate lease and non-lease components in a contract and allocate the consideration in the contract to the separate components if both: (i) the timing and pattern of revenue recognition for the non-lease component and the related lease component are the same and (ii) the combined single lease component would be classified as an operating lease. The Company elected the practical expedient to account for lease and non-lease components as a single component in lease contracts where we are the lessor. The ASU also provides a transition option that permits entities to not recast the comparative periods presented when transitioning to the standard, which the Company also elected.
Principles of Consolidation	Principles of Consolidation The Company accounts for subsidiary partnerships, joint ventures and other similar entities in which it holds an ownership interest in accordance with the consolidation guidance. The Company first evaluates whether each entity is a variable interest entity (“VIE”). Under the VIE model, the Company consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, the Company consolidates an entity when it controls the entity through ownership of a majority voting interest.
Real Estate Sales Gain Recognition	Real Estate Sales Gain Recognition For sale transactions resulting in a transfer of a controlling financial interest of a property, the Company generally derecognizes the related assets and liabilities from its Consolidated Balance Sheets and records the gain or loss in the period in which the transfer of control occurs. If control of the property has not transferred to the counterparty, the criteria for derecognition are not met and the Company will continue to recognize the related assets and liabilities on its Consolidated Balance Sheets. Sale transactions to entities in which the Company sells a controlling financial interest in a property but retains a noncontrolling interest are accounted for as partial sales. Partial sales resulting in a change in control are accounted for at fair value and a full gain or loss is recognized. Therefore, the Company will record a gain or loss on the partial interest sold, and the initial measurement of our retained interest will be accounted for at fair value. Sales of real estate to joint ventures or other noncontrolled investees are also accounted for at fair value and the Company will record a full gain or loss in the period the property is contributed. To the extent that the Company acquires a controlling financial interest in a property that it previously accounted for as an equity method investment, the Company will not remeasure its previously held interest if the acquisition is treated as an asset acquisition. The Company will include the carrying amount of its previously held equity method interest along with the consideration paid and transaction costs incurred in determining the amounts to allocate to the related assets and liabilities acquired on its Consolidated Balance Sheets. When treated as an asset acquisition, the Company will not recognize a gain or loss on consolidation of a property.
Comprehensive Income/(Loss)	Comprehensive Income/(Loss) Comprehensive income/(loss), which is defined as the change in equity during each period from transactions and other events and circumstances from nonowner sources, including all changes in equity during a period except for those resulting from investments by or distributions to stockholders, is displayed in the accompanying Consolidated Statements of Comprehensive Income/(Loss). For the three months ended March 31, 2019 and 2018, the Company’s other comprehensive income/(loss) consisted of the gain/(loss) on derivative instruments that are designated as and qualify as cash flow hedges, (gain)/loss on derivative instruments reclassified from other comprehensive income/(loss) into earnings, and the allocation of other comprehensive income/(loss) to noncontrolling interests. The (gain)/loss on derivative instruments reclassified from other comprehensive income/(loss) is included in Interest expense on the Consolidated Statements of Operations. See Note 11, Derivatives and Hedging Activity, for further discussion. The allocation of other comprehensive income/(loss) to redeemable noncontrolling interests during the three months ended March 31, 2019 and 2018, was $(0.3) million and $0.1 million, respectively.
Income Taxes	Income Taxes Due to the structure of the Company as a REIT and the nature of the operations for the operating properties, no provision for federal income taxes has been provided for at UDR. Historically, the Company has generally incurred only state and local excise and franchise taxes. UDR has elected for certain consolidated subsidiaries to be treated as taxable REIT subsidiaries (“TRS”). Income taxes for our TRS are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rate is recognized in earnings in the period of the enactment date. The Company’s deferred tax assets are generally the result of differing depreciable lives on capitalized assets and timing of expense recognition for certain accrued liabilities. As of March 31, 2019 and December 31, 2018, UDR’s net deferred tax asset/(liability) was less than $(0.1) million and less than $(0.1) million, respectively. GAAP defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. GAAP also provides guidance on derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition. The Company recognizes its tax positions and evaluates them using a two-step process. First, UDR determines whether a tax position is more likely than not (greater than 50 percent probability) to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Second, the Company will determine the amount of benefit to recognize and record the amount that is more likely than not to be realized upon ultimate settlement. UDR had no material unrecognized tax benefit, accrued interest or penalties at March 31, 2019. UDR and its subsidiaries are subject to federal income tax as well as income tax of various state and local jurisdictions. The tax years 2015 through 2018 remain open to examination by tax jurisdictions to which we are subject. When applicable, UDR recognizes interest and/or penalties related to uncertain tax positions in Tax (provision)/benefit, net on the Consolidated Statements of Operations.
United Dominion Reality L.P.
Entity information
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016‑13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments . The standard requires entities to estimate a lifetime expected credit loss for most financial assets, including trade and other receivables, held-to-maturity debt securities, loans and other financial instruments, and to present the net amount of the financial instrument expected to be collected. The updated standard will be effective for the Operating Partnership on January 1, 2020. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, which amends the transition requirements and scope of ASU 2016-13 and clarifies that receivables arising from operating leases are not within the scope of the credit losses standard, but rather, should be accounted for in accordance with the leases standard. The Operating Partnership is currently evaluating the effect that the updated standard will have on the consolidated financial statements and related disclosures. I n February 2016, the FASB issued ASU 2016-02, Leases . The standard amends the existing lease accounting guidance and requires lessees to recognize a lease liability and a right-of-use asset for all leases on their balance sheets. Lessees of operating leases will continue to recognize lease expense in a manner similar to current accounting. For lessors, accounting for leases under the new guidance is substantially the same as in prior periods, but eliminates current real estate-specific provisions and changes the treatment of initial direct costs. The standard became effective for the Operating Partnership on January 1, 2019. The Operating Partnership elected the following package of practical expedients provided by the standard: (i) an entity need not reassess whether any expired or existing contract is a lease or contains a lease, (ii) an entity need not reassess the lease classification of any expired or existing leases, and (iii) an entity need not reassess initial direct costs for any existing leases. The Operating Partnership also elected the short-term lease exception provided for in the standard and therefore will only recognize right-of-use assets and lease liabilities for leases with a term greater than one year. The Operating Partnership recognized right-of-use assets of $94.2 million and lease liabilities of $88.2 million as of January 1, 2019 upon adoption of the standard. The right-of-use assets included $6.0 million of prepaid rent and intangible assets that was included within Other assets on our Consolidated Balance Sheets as of December 31, 2018. The lease liabilities represent the present value of the remaining minimum lease payments as of January 1, 2019 related to ground leases for communities where we are the lessee. The right-of-use assets represent our right to use an underlying asset for the lease term, which are calculated utilizing the lease liabilities plus any prepaid lease payments and intangible assets for ground leases acquired in the purchase of real estate. Our right-of-use assets and related lease liabilities recognized as of January 1, 2019 may change as a result of updates to the projected future minimum lease payments. Certain of our ground lease agreements where we are the lessee have future minimum lease payments that reset in the future based upon a percentage of the fair market value of the land at the time of the reset. One of these resets is in process as of March 31, 2019 and is estimated to increase our right-of-use assets and lease liabilities up to a maximum of $146.5 million and $140.5 million, respectively, during the remainder of 2019. The Operating Partnership will continue to recognize lease expense for these leases in a manner similar to previous accounting based on our election of the package of practical expedients. However, in the event we modify existing ground leases and/or enter into new ground leases subsequent to the adoption of the standard, such leases would likely be classified as finance leases under the standard and require expense recognition based on the effective interest method. Under the standard, initial direct costs for both lessees and lessors would include only those costs that are incremental to the arrangement and would not have been incurred if the lease had not been obtained. As a result, subsequent to the adoption of the standard, we are now expensing non-incremental leasing costs as incurred. In July 2018, the FASB issued ASU 2018-11, Leases – Targeted Improvements , which provides entities with relief from the costs of implementing certain aspects of ASU 2016-02, Leases . The ASU provides a practical expedient which allows lessors to not separate lease and non-lease components in a contract and allocate the consideration in the contract to the separate components if both: (i) the timing and pattern of revenue recognition for the non-lease component and the related lease component are the same and (ii) the combined single lease component would be classified as an operating lease. The Operating Partnership elected the practical expedient to account for lease and non-lease components as a single component in lease contracts where we are the lessor. The ASU also provides a transition option that permits entities to not recast the comparative periods presented when transitioning to the standard, which the Operating Partnership also elected.
Principles of Consolidation	Principles of Consolidation The Operating Partnership accounts for subsidiary partnerships, joint ventures and other similar entities in which it holds an ownership interest in accordance with the amended consolidation guidance. The Operating Partnership first evaluates whether each entity is a variable interest entity (“VIE”). Under the VIE model, the Operating Partnership consolidates an entity when it has control to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the voting model, the Operating Partnership consolidates an entity when it controls the entity through ownership of a majority voting interest.
Income/(Loss) Per Operating Partnership Unit	Income/(Loss) Per Operating Partnership Unit Basic income/(loss) per OP Unit is computed by dividing net income/(loss) attributable to the general and limited partner unitholders by the weighted average number of general and limited partner units outstanding during the year. Diluted income/(loss) per OP Unit reflects the potential dilution that could occur if securities or other contracts to issue OP Units were exercised or converted into OP Units or resulted in the issuance of OP Units and then shared in the income/(loss) of the Operating Partnership.
Real Estate Sales Gain Recognition	Real Estate Sales Gain Recognition For sale transactions resulting in a transfer of a controlling financial interest of a property, the Operating Partnership generally derecognizes the related assets and liabilities from its Consolidated Balance Sheets and records the gain or loss in the period in which the transfer of control occurs. If control of the property has not transferred to the counterparty, the criteria for derecognition are not met and the Operating Partnership will continue to recognize the related assets and liabilities on its Consolidated Balance Sheets. Sale transactions to entities in which the Operating Partnership sells a controlling financial interest in a property but retains a noncontrolling interest are accounted for as partial sales. Partial sales resulting in a change in control are accounted for at fair value and a full gain or loss is recognized. Therefore, the Operating Partnership will record a gain or loss on the partial interest sold, and the initial measurement of our retained interest will be accounted for at fair value. Sales of real estate to joint ventures or other noncontrolled investees are also accounted for at fair value and the Operating Partnership will record a full gain or loss in the period the property is contributed. To the extent that the Operating Partnership acquires a controlling financial interest in a property that it previously accounted for as an equity method investment, the Operating Partnership will not remeasure its previously held interest if the acquisition is treated as an asset acquisition. The Operating Partnership will include the carrying amount of its previously held equity method interest along with the consideration paid and transaction costs incurred in determining the amounts to allocate to the related assets and liabilities acquired on its Consolidated Balance Sheets. When treated as an asset acquisition, the Operating Partnership will not recognize a gain or loss on consolidation of a property.
Comprehensive Income/(Loss)	Comprehensive Income/(Loss) Comprehensive income/(loss), which is defined as the change in equity during each period from transactions and other events and circumstances from nonowner sources, including all changes in equity during a period except for those resulting from investments by or distributions to unitholders, is displayed in the accompanying Consolidated Statements of Comprehensive Income/(Loss). For the three months ended March 31, 2019 and 2018, the Operating Partnership’s other comprehensive income/(loss) consisted of the gain/(loss) on derivative instruments that are designated as and qualify as cash flow hedges and (gain)/loss reclassified from other comprehensive income/(loss) into earnings. The (gain)/loss reclassified from other comprehensive income/(loss) is included in Interest expense on the Consolidated Statements of Operations. See Note 9, Derivatives and Hedging Activity, for further discussion.
Income Taxes	Income Taxes The taxable income or loss of the Operating Partnership is reported on the tax returns of the partners. Accordingly, no provision has been made in the accompanying financial statements for federal or state income taxes on income that is passed through to the partners. However, any state or local revenue, excise or franchise taxes that result from the operating activities of the Operating Partnership are recorded at the entity level. The Operating Partnership’s tax returns are subject to examination by federal and state taxing authorities. Net income for financial reporting purposes differs from the net income for income tax reporting purposes primarily due to temporary differences, principally real estate depreciation and the tax deferral of certain gains on property sales. The differences in depreciation result from differences in the book and tax basis of certain real estate assets and the differences in the methods of depreciation and lives of the real estate assets. The Operating Partnership evaluates the accounting and disclosure of tax positions taken or expected to be taken in the course of preparing the Operating Partnership’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. Management of the Operating Partnership is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which include federal and certain states. The Operating Partnership has no examinations in progress and none are expected at this time. Management of the Operating Partnership has reviewed all open tax years (2015 through 2018) of tax jurisdictions and concluded there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

REAL ESTATE OWNED (UNITED DOM_2

REAL ESTATE OWNED (UNITED DOMINION REALTY, L.P.) (Tables)	3 Months Ended
	Mar. 31, 2019
Entity information
Summary of carrying amounts for real estate owned (at cost)	The following table summarizes the carrying amounts for our real estate owned (at cost) as of March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, December 31, 2019 2018 Land $ 1,954,363 $ 1,849,799 Depreciable property — held and used: Land improvements 214,483 213,224 Building, improvements, and furniture, fixtures and equipment 8,475,755 8,133,136 Real estate intangible assets 35,954 — Real estate owned 10,680,555 10,196,159 Accumulated depreciation (3,764,099) (3,654,160) Real estate owned, net $ 6,916,456 $ 6,541,999
United Dominion Reality L.P.
Entity information
Summary of carrying amounts for real estate owned (at cost)	The following table summarizes the carrying amounts for our real estate owned (at cost) as of March 31, 2019 and December 31, 2018 (dollars in thousands) : March 31, December 31, 2019 2018 Land $ 711,256 $ 711,256 Depreciable property — held and used: Land improvements 92,624 92,000 Buildings, improvements, and furniture, fixtures and equipment 3,023,995 3,008,729 Real estate owned 3,827,875 3,811,985 Accumulated depreciation (1,692,702) (1,658,161) Real estate owned, net $ 2,135,173 $ 2,153,824

UNCONSOLIDATED ENTITIES (UNIT_2

UNCONSOLIDATED ENTITIES (UNITED DOMINION REALTY, L.P.) Unconsolidated Entities (UNITED DOMINION REALTY, L.P.) (Tables)	3 Months Ended
	Mar. 31, 2019
Unconsolidated entities
Combined summary of balance sheets relating to unconsolidated joint ventures and partnerships	Combined summary balance sheets relating to the unconsolidated joint ventures and partnerships (not just our proportionate share) are presented below as of March 31, 2019 and December 31, 2018 ( dollars in thousands ): March 31, December 31, 2019 2018 Total real estate, net $ 3,193,477 $ 3,311,034 Cash and cash equivalents 44,714 49,867 Other assets 127,789 124,428 Total assets $ 3,365,980 $ 3,485,329 Third party debt, net $ 2,032,098 $ 2,125,350 Accounts payable and accrued liabilities 59,096 71,272 Total liabilities 2,091,194 2,196,622 Total equity $ 1,274,786 $ 1,288,707
Schedule of combined financial information relating to unconsolidated joint ventures and partnerships operations (not just proportionate share)	Combined summary financial information relating to the unconsolidated joint ventures’ and partnerships’ operations (not just our proportionate share) is presented below for the three months ended March 31, 2019 and 2018 ( dollars in thousands ) : Three Months Ended March 31, 2019 2018 Total revenues $ 81,532 $ 67,957 Property operating expenses 30,312 26,937 Real estate depreciation and amortization 29,580 26,848 Operating income/(loss) 21,640 14,172 Interest expense (21,924) (19,406) Other income/(loss) 1,625 (5) Net income/(loss) $ 1,341 $ (5,239)
United Dominion Reality L.P.
Unconsolidated entities
Combined summary of balance sheets relating to unconsolidated joint ventures and partnerships	Combined summary balance sheets relating to all of the DownREIT Partnership (not just our proportionate share) are presented below as of March 31, 2019 and December 31, 2018 ( dollars in thousands ): March 31, December 31, 2019 2018 Total real estate, net $ 1,151,740 $ 1,167,720 Cash and cash equivalents 21 39 Note receivable from the General Partner 218,520 221,022 Other assets 4,855 5,561 Total assets $ 1,375,136 $ 1,394,342 Secured debt, net $ 430,890 $ 431,735 Other liabilities 23,006 26,597 Total liabilities 453,896 458,332 Total capital $ 921,240 $ 936,010
Schedule of combined financial information relating to unconsolidated joint ventures and partnerships operations (not just proportionate share)	Combined summary financial information relating to all of the DownREIT Partnership (not just our proportionate share) is presented below for the three months ended March 31, 2019 and 2018 ( dollars in thousands ) : Three Months Ended March 31, 2019 2018 Rental income $ 31,606 $ 34,012 Property operating expenses (13,096) (14,487) Real estate depreciation and amortization (20,294) (21,495) Operating income/(loss) (1,784) (1,970) Interest expense (3,888) (3,574) Interest income on note receivable from the General Partner 1,988 1,196 Net income/(loss) $ (3,684) $ (4,348)

LEASES (UNITED DOMINION REALT_2

LEASES (UNITED DOMINION REALTY, L.P.) (Tables)	3 Months Ended
	Mar. 31, 2019
Lease
Lessee - Future minimum lease payments and total operating lease liabilities	Future minimum lease payments and total operating lease liabilities from our ground leases and office space as of March 31, 2019 are as follows (dollars in thousands): Ground Leases Office Space Total 2019 $ 3,676 $ 57 $ 3,733 2020 4,901 76 4,977 2021 4,901 32 4,933 2022 4,901 - 4,901 2023 4,901 - 4,901 Thereafter 313,919 - 313,919 Total future minimum lease payments (undiscounted) 337,199 165 337,364 Difference between future undiscounted cash flows and discounted cash flows (249,138) (8) (249,146) Total operating lease liabilities (discounted) $ 88,061 $ 157 $ 88,218
Lessee - components of operating lease expenses	The components of operating lease expenses from our ground leases and office space were as follows (dollars in thousands) : Three Months Ended March 31, 2019 Ground lease expense: Contractual lease rent expense $ Variable ground lease expense (a) Total ground lease expense (b) Contractual office space expense (b) Total operating lease expense $ (a) Variable ground lease expense includes adjustments such as changes in the consumer price index and payments based on a percentage of income of the lessee. (b) Ground lease expense is reported within the line item Other operating expenses and office space expense is recorded in General and administrative on the Consolidated Statements of Operations.
Lessor - Future minimum lease payments	Future minimum lease payments from our retail and commercial leases and our ground lease as of March 31, 2019 are as follows (dollars in thousands): Retail and Commercial Leases Ground Lease Total 2019 $ 14,826 $ 1,995 $ 16,821 2020 19,825 2,660 22,485 2021 18,768 2,660 21,428 2022 17,071 2,660 19,731 2023 15,712 2,660 18,372 Thereafter 85,712 110,168 195,880 Total future minimum lease payments (a) $ 171,914 $ 122,803 $ 294,717 (a) We have excluded our apartment home leases from this table as nearly all of our apartment home leases have initial terms of 12 months of less.
United Dominion Reality L.P.
Lease
Lessee - Future minimum lease payments and total operating lease liabilities	Future minimum lease payments and total operating lease liabilities from our ground leases as of March 31, 2019 are as follows (dollars in thousands): Ground Leases 2019 $ 3,676 2020 4,901 2021 4,901 2022 4,901 2023 4,901 Thereafter 313,919 Total future minimum lease payments (undiscounted) 337,199 Difference between future undiscounted cash flows and discounted cash flows (249,138) Total operating lease liabilities (discounted) $ 88,061
Lessee - components of operating lease expenses	The components of operating lease expenses from our ground leases were as follows (dollars in thousands) : Three Months Ended March 31, 2019 Ground lease expense: Contractual lease rent expense $ Variable ground lease expense (a) Total operating lease expense $ (a) Variable ground lease expense includes adjustments such as changes in the consumer price index and payments based on a percentage of income of the lessee. (b) Ground lease expense is reported within the line item Other operating expenses on the Consolidated Statements of Operations.
Lessor - Future minimum lease payments	Future minimum lease payments from our retail and commercial leases as of March 31, 2019 are as follows (dollars in thousands): Retail and Commercial Leases 2019 $ 5,357 2020 7,600 2021 7,270 2022 6,684 2023 6,375 Thereafter 19,578 Total future minimum lease payments (a) $ 52,864 (a) We have excluded our apartment home leases from this table as nearly all of our apartment home leases have initial terms of 12 months of less.

DEBT, NET (UNITED DOMINION RE_2

DEBT, NET (UNITED DOMINION REALTY, L.P.) (Tables)	3 Months Ended
	Mar. 31, 2019
Entity information
Schedule of debt instruments	The following is a summary of our secured and unsecured debt at March 31, 2019 and December 31, 2018 ( dollars in thousands ): Principal Outstanding As of March 31, 2019 Weighted Weighted Average Average Number of March 31, December 31, Interest Years to Communities 2019 2018 Rate Maturity Encumbered Secured Debt: Fixed Rate Debt Mortgage notes payable (a) $ 416,468 $ 417,989 3.82 % 5.6 7 Fannie Mae credit facilities (b) 90,000 90,000 3.95 % 1.3 1 Deferred financing costs (1,275) (1,343) Total fixed rate secured debt, net 505,193 506,646 3.85 % 4.8 8 Variable Rate Debt Tax-exempt secured notes payable (c) 94,700 94,700 2.31 % 3.9 2 Deferred financing costs (97) (119) Total variable rate secured debt, net 94,603 94,581 2.31 % 3.9 2 Total Secured Debt, net 599,796 601,227 3.60 % 4.7 10 Unsecured Debt: Variable Rate Debt Borrowings outstanding under unsecured credit facility due January 2023 (d) (j) — — — % 3.8 Borrowings outstanding under unsecured commercial paper program due April 2019 (e) (j) 90,000 101,115 2.78 % 0.1 Borrowings outstanding under unsecured working capital credit facility due January 2021 (f) 54,310 16 3.32 % 1.8 Term Loan due September 2023 (d) (j) 35,000 35,000 3.39 % 4.5 Fixed Rate Debt 3.70% Medium-Term Notes due October 2020 (net of discounts of $12 and $14, respectively) (j) 299,988 299,986 3.70 % 1.5 4.63% Medium-Term Notes due January 2022 (net of discounts of $997 and $1,087, respectively) (j) 399,003 398,913 4.63 % 2.8 1.93% Term Loan due September 2023 (d) (j) 315,000 315,000 1.93 % 4.5 3.75% Medium-Term Notes due July 2024 (net of discounts of $548 and $574, respectively) (g) (j) 299,452 299,426 3.75 % 5.3 8.50% Debentures due September 2024 15,644 15,644 8.50 % 5.5 4.00% Medium-Term Notes due October 2025 (net of discounts of $447 and $465, respectively) (h) (j) 299,553 299,535 4.00 % 6.5 2.95% Medium-Term Notes due September 2026 (j) 300,000 300,000 2.95 % 7.4 3.50% Medium-Term Notes due July 2027 (net of discounts of $582 and $600, respectively) (j) 299,418 299,400 3.50 % 8.3 3.50% Medium-Term Notes due January 2028 (net of discounts of $1,043 and $1,072, respectively) (j) 298,957 298,928 3.50 % 8.8 4.40% Medium-Term Notes due January 2029 (net of discounts of $6 and $6, respectively) (i) (j) 299,994 299,994 4.40 % 9.8 Other 15 16 Deferred financing costs (16,301) (16,413) Total Unsecured Debt, net 2,990,033 2,946,560 3.65 % 5.7 Total Debt, net $ 3,589,829 $ 3,547,787 3.73 % 5.5 For purposes of classification of the above table, variable rate debt with a derivative financial instrument designated as a cash flow hedge is deemed as fixed rate debt due to the Company having effectively established a fixed interest rate for the underlying debt instrument. Our secured debt instruments generally feature either monthly interest and principal or monthly interest-only payments with balloon payments due at maturity. As of March 31, 2019, secured debt encumbered $1.3 billion or 12.2% of UDR’s total real estate owned based upon gross book value ($9.4 billion or 87.8% of UDR’s real estate owned based on gross book value is unencumbered). (a) At March 31, 2019, fixed rate mortgage notes payable are generally due in monthly installments of principal and interest and mature at various dates from August 2020 through September 2028 and carry interest rates ranging from 3.15% to 4.35%. The Company will from time to time acquire properties subject to fixed rate debt instruments. In those situations, the Company records the debt at its estimated fair value and amortizes any difference between the fair value and par value to interest expense over the life of the underlying debt instrument. During the three months ended March 31, 2019 and 2018, the Company had $0.6 million and $0.7 million, respectively, of amortization of the fair market adjustment of debt assumed in the acquisition of properties, which was included in Interest expense on the Consolidated Statements of Operations. The unamortized fair market adjustment was a net premium of $4.4 million and $5.0 million at March 31, 2019 and December 31, 2018, respectively. (b) UDR had one secured credit facility with Fannie Mae with a commitment of $90.0 million at March 31, 2019. The Fannie Mae credit facility matures in July 2020 and bears interest at a fixed rate of 3.95%. Further information related to this credit facility is as follows (dollars in thousands) : March 31, December 31, 2019 2018 Borrowings outstanding $ 90,000 $ 90,000 Weighted average borrowings during the period ended 90,000 253,813 Maximum daily borrowings during the period ended 90,000 314,869 Weighted average interest rate during the period ended 4.0 % 4.7 % Weighted average interest rate at the end of the period 4.0 % 4.0 % (c) The variable rate mortgage notes payable that secure tax-exempt housing bond issues mature in August 2019 and March 2032. Interest on these notes is payable in monthly installments. The variable rate mortgage notes have interest rates ranging from 2.25% to 2.47% as of March 31, 2019. (d) The Company has a $1.1 billion unsecured revolving credit facility (the “Revolving Credit Facility”) and a $350.0 million unsecured term loan (the “Term Loan”). The credit agreement for these facilities (the “Credit Agreement”) allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.0 billion, subject to certain conditions, including obtaining commitments from one or more lenders. The Revolving Credit Facility has a scheduled maturity date of January 31, 2023, with two six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date of September 30, 2023. Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to LIBOR plus a margin of 82.5 basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to LIBOR plus a margin of 90 basis points. Depending on the Company’s credit rating, the margin under the Revolving Credit Facility ranges from 75 to 145 basis points, the facility fee ranges from 10 to 30 basis points, and the margin under the Term Loan ranges from 80 to 165 basis points. The Credit Agreement contains customary representations and warranties and financial and other affirmative and negative covenants. The Credit Agreement also includes customary events of default, in certain cases subject to customary periods to cure. The occurrence of an event of default, following the applicable cure period, would permit the lenders to, among other things, declare the unpaid principal, accrued and unpaid interest and all other amounts payable under the Credit Agreement to be immediately due and payable. The following is a summary of short-term bank borrowings under the Revolving Credit Facility at March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, December 31, 2019 2018 Total revolving credit facility $ 1,100,000 $ 1,100,000 Borrowings outstanding at end of period (1) — — Weighted average daily borrowings during the period ended — — Maximum daily borrowings during the period ended — — Weighted average interest rate during the period ended — % — % Interest rate at end of the period — % — % (1) Excludes $3.3 million and $3.3 million of letters of credit at March 31, 2019 and December 31, 2018, respectively. (e) The Company has an unsecured commercial paper program. Under the terms of the program, the Company may issue unsecured commercial paper up to a maximum aggregate amount outstanding of $500.0 million. The notes are sold under customary terms in the United States commercial paper market and rank pari passu with all of the Company’s other unsecured indebtedness. The notes are fully and unconditionally guaranteed by the Operating Partnership. The following is a summary of short-term bank borrowings under the unsecured commercial paper program at March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, December 31, 2019 2018 Total unsecured commercial paper program $ 500,000 $ 500,000 Borrowings outstanding at end of period 90,000 101,115 Weighted average daily borrowings during the period ended 149,365 344,235 Maximum daily borrowings during the period ended 330,000 440,000 Weighted average interest rate during the period ended 2.8 % 2.4 % Interest rate at end of the period 2.8 % 2.9 % (f) The Company has a working capital credit facility, which provides for a $75.0 million unsecured revolving credit facility (the “Working Capital Credit Facility”) with a scheduled maturity date of January 15, 2021. Based on the Company’s current credit rating, the Working Capital Credit Facility has an interest rate equal to LIBOR plus a margin of 82.5 basis points. Depending on the Company’s credit rating, the margin ranges from 75 to 145 basis points. The following is a summary of short-term bank borrowings under the Working Capital Credit Facility at March 31, 2019 and December 31, 2018 (dollars in thousands): March 31, December 31, 2019 2018 Total working capital credit facility $ 75,000 $ 75,000 Borrowings outstanding at end of period 54,310 16 Weighted average daily borrowings during the period ended 22,967 26,101 Maximum daily borrowings during the period ended 66,170 64,633 Weighted average interest rate during the period ended 3.3 % 2.9 % Interest rate at end of the period 3.3 % 3.3 % (g) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $100.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 3.69%. (h) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $200.0 million of this debt. The all-in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 4.53%. (i) The Company previously entered into forward starting interest rate swaps to hedge against interest rate risk on $150.0 million of this debt. The all in weighted average interest rate, inclusive of the impact of these interest rate swaps, was 4.27%. (j) The Operating Partnership is a guarantor of this debt.
Secured credit facilities	Further information related to this credit facility is as follows (dollars in thousands) : March 31, December 31, 2019 2018 Borrowings outstanding $ 90,000 $ 90,000 Weighted average borrowings during the period ended 90,000 253,813 Maximum daily borrowings during the period ended 90,000 314,869 Weighted average interest rate during the period ended 4.0 % 4.7 % Weighted average interest rate at the end of the period 4.0 % 4.0 %
Schedule of aggregate maturities, including amortizing principal payments of secured and unsecured debt	The aggregate maturities, including amortizing principal payments on secured and unsecured debt, of total debt for the next ten calendar years subsequent to March 31, 2019 are as follows (dollars in thousands): Total Fixed Total Variable Total Total Total Year Secured Debt Secured Debt Secured Debt Unsecured Debt Debt 2019 $ 2,860 $ 67,700 $ 70,560 $ 90,000 $ 160,560 2020 198,076 — 198,076 300,000 498,076 2021 1,117 — 1,117 54,310 55,427 2022 1,157 — 1,157 400,000 401,157 2023 41,245 — 41,245 350,000 391,245 2024 — — — 315,644 315,644 2025 127,600 — 127,600 300,000 427,600 2026 50,000 — 50,000 300,000 350,000 2027 — — — 300,000 300,000 2028 80,000 — 80,000 300,000 380,000 Thereafter — 27,000 27,000 300,000 327,000 Subtotal 502,055 94,700 596,755 3,009,954 3,606,709 Non-cash (a) 3,138 (97) 3,041 (19,921) (16,880) Total $ 505,193 $ 94,603 $ 599,796 $ 2,990,033 $ 3,589,829 (a) Includes the unamortized balance of fair market value adjustments, premiums/discounts and deferred financing costs . For the three months ended March 31, 2019 and 2018, the Company amortized $1.0 million and $ 1.0 million, respectively, of deferred financing costs into Interest expense.
United Dominion Reality L.P.
Entity information
Schedule of debt instruments	Secured debt consists of the following as of March 31, 2019 and December 31, 2018 ( dollars in thousands ): Principal Outstanding As of March 31, 2019 Weighted Weighted Average March 31, December 31, Average Years to Communities 2019 2018 Interest Rate Maturity Encumbered Secured Debt Tax-exempt secured note payable $ 27,000 $ 27,000 2.47 % 13.0 1 Deferred financing costs (69) (71) Total Secured Debt, Net $ 26,931 $ 26,929 2.50 % 13.0 1

RELATED PARTY TRANSACTIONS (U_2

RELATED PARTY TRANSACTIONS (UNITED DOMINION REALTY, L.P.) (Tables)	3 Months Ended
	Mar. 31, 2019
United Dominion Reality L.P.
Related Party Transaction [Line Items]
Schedule of Notes payable due to General Partner	The following table summarizes the Operating Partnership’s Notes payable due to the General Partner as of March 31, 2019 and December 31, 2018 ( dollars in thousands ): Interest rate at Balance Outstanding March 31, March 31, December 31, 2019 2019 2018 Note due August 2021 5.34 % $ 5,500 $ 5,500 Note due December 2023 5.18 % 83,196 83,196 Note due April 2026 4.12 % 184,638 184,638 Note due November 2028 4.69 % 133,205 133,205 Note due December 2028 (a) 3.73 % 284,435 293,576 Total notes payable due to the General Partner $ 690,974 $ 700,115 In December 2018, the Operating Partnership converted the remaining outstanding portion of the Advances (to)/from the General Partner capital balance in connection with entering into an unsecured revolving note payable with the General Partner. There is no limit on the total commitments under this note. Interest is incurred on the unpaid principal balance at a variable interest rate equivalent to the General Partner’s weighted average interest rate on borrowings, or 3.73% as of March 31, 2019. The note matures on December 1, 2028. To the extent there is an outstanding principal balance on the revolving note payable, the General Partner, at its discretion, can demand payment at any time prior to the stated maturity date of the note,

FAIR VALUE OF DERIVATIVES AND_5

FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS (UNITED DOMINION REALTY, L.P.) (Tables)	3 Months Ended
	Mar. 31, 2019
Entity information
Schedule of estimated fair values	The estimated fair values of the Company’s financial instruments either recorded or disclosed on a recurring basis as of March 31, 2019 and December 31, 2018, are summarized as follows (dollars in thousands) : Fair Value at March 31, 2019, Using Total Quoted Carrying Prices in Amount in Active Statement of Markets Significant Financial Fair Value for Identical Other Significant Position at Estimate at Assets or Observable Unobservable March 31, March 31, Liabilities Inputs Inputs 2019 2019 (Level 1) (Level 2) (Level 3) Description: Notes receivable (a) $ 36,974 $ 40,329 $ — $ — $ 40,329 Derivatives - Interest rate contracts (b) 3,315 3,315 — 3,315 — Total assets $ 40,289 $ 43,644 $ — $ 3,315 $ 40,329 Derivatives - Interest rate contracts (b) $ 2,285 $ 2,285 $ — $ 2,285 $ — Secured debt instruments - fixed rate: (c) Mortgage notes payable 416,468 423,329 — — 423,329 Fannie Mae credit facilities 90,000 90,540 — — 90,540 Secured debt instruments - variable rate: (c) Tax-exempt secured notes payable 94,700 94,700 — — 94,700 Unsecured debt instruments: (c) Working capital credit facility 54,310 54,310 — — 54,310 Commercial paper program 90,000 90,000 — — 90,000 Unsecured notes 2,862,024 2,897,215 — — 2,897,215 Total liabilities $ 3,609,787 $ 3,652,379 $ — $ 2,285 $ 3,650,094 Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (d) $ 1,051,498 $ 1,051,498 $ — $ 1,051,498 $ — Fair Value at December 31, 2018, Using Total Quoted Carrying Prices in Amount in Active Statement of Markets Significant Financial Fair Value for Identical Other Significant Position at Estimate at Assets or Observable Unobservable December 31, December 31, Liabilities Inputs Inputs 2018 2018 (Level 1) (Level 2) (Level 3) Description: Notes receivable (a) $ 42,259 $ 45,026 $ — $ — $ 45,026 Derivatives - Interest rate contracts (b) 4,757 4,757 — 4,757 — Total assets $ 47,016 $ 49,783 $ — $ 4,757 $ 45,026 Derivatives - Interest rate contracts (b) $ 356 $ 356 $ — $ 356 $ — Secured debt instruments - fixed rate: (c) Mortgage notes payable 417,989 416,314 — — 416,314 Fannie Mae credit facilities 90,000 90,213 — — 90,213 Secured debt instruments - variable rate: (c) Tax-exempt secured notes payable 94,700 94,700 — — 94,700 Unsecured debt instruments: (c) Working capital credit facility 16 16 — — 16 Commercial paper program 101,115 101,115 — — 101,115 Unsecured notes 2,861,842 2,829,390 — — 2,829,390 Total liabilities $ 3,566,018 $ 3,532,104 $ — $ 356 $ 3,531,748 Redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (d) $ 972,740 $ 972,740 $ — $ 972,740 $ — (a) See Note 2, Significant Accounting Policies . (b) See Note 11, Derivatives and Hedging Activity . (c) See Note 7, Secured and Unsecured Debt, Net . (d) See Note 9, Noncontrolling Interests.
United Dominion Reality L.P.
Entity information
Schedule of estimated fair values	The estimated fair values of the Operating Partnership’s financial instruments either recorded or disclosed on a recurring basis as of March 31, 2019 and December 31, 2018 are summarized as follows (dollars in thousands) : Fair Value at March 31, 2019, Using Total Quoted Carrying Prices in Amount in Active Statement of Markets Significant Financial Fair Value for Identical Other Significant Position at Estimate at Assets or Observable Unobservable March 31, March 31, Liabilities Inputs Inputs 2019 2019 (Level 1) (Level 2) (Level 3) Description: Secured debt instruments - variable rate: (a) Tax-exempt secured notes payable $ 27,000 $ 27,000 $ — $ — $ 27,000 Total liabilities $ 27,000 $ 27,000 $ — $ — $ 27,000 Fair Value at December 31, 2018, Using Quoted Total Prices in Carrying Active Amount in Markets Statement of for Identical Significant Financial Fair Value Assets Other Significant Position at Estimate at or Observable Unobservable December 31, December 31, Liabilities Inputs Inputs 2018 2018 (Level 1) (Level 2) (Level 3) Description: Secured debt instruments - variable rate: (a) Tax-exempt secured notes payable $ 27,000 $ 27,000 $ — $ — $ 27,000 Total liabilities $ 27,000 $ 27,000 $ — $ — $ 27,000 (a) See Note 6, Debt, Net.

DERIVATIVES AND HEDGING ACTIV_9

DERIVATIVES AND HEDGING ACTIVITY (UNITED DOMINION REALTY, L.P.) (Tables)	3 Months Ended
	Mar. 31, 2019
Entity information
Schedule of outstanding interest rate derivatives	As of March 31, 2019, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk ( dollars in thousands ): Number of Product Instruments Notional Interest rate swaps (a) 4 $ 315,000 Interest rate caps 1 $ 65,197 (a) In addition to the interest rate swaps summarized above, the Company entered into two additional interest rate swaps with a notional value totaling $75.0 million that will become effective in December 2019. Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements of GAAP. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings and resulted in no gain or loss and a loss of less than $0.1 million for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships ( dollars in thousands ): Number of Product Instruments Notional Interest rate caps 1 $ 19,880
Fair value of Company's derivative financial instruments and their classification on Consolidated Balance Sheets	The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018 ( dollars in thousands ): Asset Derivatives Liability Derivatives (included in Other assets ) (included in Other liabilities ) Fair Value at: Fair Value at: March 31, December 31, March 31, December 31, 2019 2018 2019 2018 Derivatives designated as hedging instruments: Interest rate products $ 3,315 $ 4,757 $ 2,285 $ 356
Effect of Company's derivative financial instruments on Consolidated Statements of Operations	The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018 ( dollars in thousands ): Gain/(Loss) Recognized in Gain/(Loss) Reclassified Interest expense Unrealized holding gain/(loss) from Accumulated OCI into (Amount Excluded from Recognized in OCI Interest expense Effectiveness Testing) Derivatives in Cash Flow Hedging Relationships 2019 2018 2019 2018 2019 2018 Three Months Ended March 31, Interest rate products $ (2,210) $ 1,710 $ 945 $ 172 $ — $ —
Effect of Company's derivatives not designated as hedging instruments on the Consolidated Statements of Operations	Three Months Ended March 31, 2019 2018 Total amount of Interest expense presented on the Consolidated Statements of Operations $ 33,542 $ 29,943
Offsetting of Derivative Assets	The Company has elected not to offset derivative positions on the consolidated financial statements. The tables below present the effect on its financial position had the Company made the election to offset its derivative positions as of March 31, 2019 and December 31, 2018 (dollars in thousands): Gross Net Amounts of Gross Amounts Not Offset Amounts Assets in the Consolidated Gross Offset in the Presented in the Balance Sheet Amounts of Consolidated Consolidated Cash Recognized Balance Balance Sheets Financial Collateral Offsetting of Derivative Assets Assets Sheets (a) Instruments Received Net Amount March 31, 2019 $ 3,315 $ — $ 3,315 $ — $ — $ 3,315 December 31, 2018 $ 4,757 $ — $ 4,757 $ — $ — $ 4,757 (a) Amounts reconcile to the aggregate fair value of derivative assets in the “Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets” located in this footnote.
Offsetting of Derivative Liabilities	Gross Net Amounts of Gross Amounts Not Offset Amounts Liabilities in the Consolidated Gross Offset in the Presented in the Balance Sheet Amounts of Consolidated Consolidated Cash Recognized Balance Balance Sheets Financial Collateral Offsetting of Derivative Liabilities Liabilities Sheets (a) Instruments Posted Net Amount March 31, 2019 $ 2,285 $ — $ 2,285 $ — $ — $ 2,285 December 31, 2018 $ 356 $ — $ 356 $ — $ — $ 356 Amounts reconcile to the aggregate fair value of derivative liabilities in the “Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Balance Sheets” located in this footnote.
United Dominion Reality L.P.
Entity information
Schedule of outstanding interest rate derivatives	As of March 31, 2019, we had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships ( dollars in thousands ): Number of Product Instruments Notional Interest rate caps 1 $ 19,880

CAPITAL STRUCTURE (UNITED DOM_2

CAPITAL STRUCTURE (UNITED DOMINION REALTY, L.P.) Capital Structure (UNITED DOMINION REALTY, L.P.) (Tables)	3 Months Ended
	Mar. 31, 2019
United Dominion Reality L.P.
Entity information
Schedule of Limited Partners' Capital Account by Class [Table Text Block]	The following table shows OP Units outstanding and OP Unit activity as of and for the three months ended March 31, 2019: UDR, Inc. Class A Class A Limited Limited Limited Limited General Partners Partners Partner Partner Partner Total Ending balance at December 31, 2018 1,751,671 7,636,173 174,016,155 121,661 110,883 183,636,543 Vesting of LTIP Units — 416,579 — — — 416,579 OP redemptions for UDR stock — (1,808,548) 1,808,548 — — — Ending balance at March 31, 2019 1,751,671 6,244,204 175,824,703 121,661 110,883 184,053,122

COMMITMENTS AND CONTINGENCIES_4

COMMITMENTS AND CONTINGENCIES (UNITED DOMINION REALTY, L.P.) (Tables)	3 Months Ended
	Mar. 31, 2019
Loss Contingencies [Line Items]
Summary of real estate commitments	The following summarizes the Company’s real estate commitments at March 31, 2019 ( dollars in thousands ): Number UDR's UDR's Remaining Properties Investment (a) Commitment Wholly-owned — redevelopment 2 $ 245 $ 35,255 Joint ventures: Unconsolidated joint ventures - development 1 5,471 26,530 (b) Preferred equity investments 2 25,711 (c) 39,618 (d) Other investments - 4,280 13,500 (e) Total $ 35,707 $ 114,903 (a) Represents UDR’s investment as of March 31, 2019. (b) Represents UDR’s proportionate share of expected remaining costs to complete the development. (c) Represents UDR’s investment in 1300 Fairmount and Essex for the properties under development as of March 31, 2019. (d) Represents UDR’s remaining commitment for 1300 Fairmount and Essex. (e) Represents UDR’s remaining commitment for other investment ventures.
United Dominion Reality L.P.
Loss Contingencies [Line Items]
Summary of real estate commitments	The following summarizes the Operating Partnership’s real estate commitments at March 31, 2019 ( dollars in thousands ): Number Operating Partnership's Properties Investment Remaining Commitment Real estate communities - redevelopment 1 $ 108 $ 24,892

REPORTABLE SEGMENTS (UNITED D_2

REPORTABLE SEGMENTS (UNITED DOMINION REALTY, L.P.) (Tables)	3 Months Ended
	Mar. 31, 2019
Entity information
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to Net income/(loss)	The following table details rental income and NOI for UDR’s reportable segments for the three months ended March 31, 2019 and 2018, and reconciles NOI to Net income/(loss) attributable to UDR, Inc. on the Consolidated Statements of Operations (dollars in thousands) : March 31, (a) 2019 2018 Reportable apartment home segment lease revenue Same-Store Communities West Region $ 100,565 $ 96,665 Mid-Atlantic Region 54,300 52,694 Southeast Region 29,532 28,339 Northeast Region 30,192 29,585 Southwest Region 14,152 13,821 Non-Mature Communities/Other 30,162 21,393 Total segment and consolidated rental income $ 258,903 $ 242,497 Reportable apartment home segment other revenue Same-Store Communities West Region $ 3,154 $ 2,738 Mid-Atlantic Region 2,003 1,736 Southeast Region 1,788 1,697 Northeast Region 630 581 Southwest Region 733 569 Non-Mature Communities/Other 711 665 Total segment and consolidated rental income $ 9,019 $ 7,986 Total reportable apartment home segment rental income Same-Store Communities West Region $ 103,719 $ 99,403 Mid-Atlantic Region 56,303 54,430 Southeast Region 31,320 30,036 Northeast Region 30,822 30,166 Southwest Region 14,885 14,390 Non-Mature Communities/Other 30,873 22,058 Total segment and consolidated rental income $ 267,922 $ 250,483 Reportable apartment home segment NOI Same-Store Communities West Region $ 78,439 $ 74,979 Mid-Atlantic Region 39,179 37,506 Southeast Region 22,010 21,047 Northeast Region 20,977 20,951 Southwest Region 8,992 8,477 Non-Mature Communities/Other 20,086 13,654 Total segment and consolidated NOI 189,683 176,614 Reconciling items: Joint venture management and other fees 2,751 2,822 Property management (7,703) (6,888) Other operating expenses (5,646) (2,009) Real estate depreciation and amortization (112,468) (108,136) General and administrative (12,467) (11,759) Casualty-related (charges)/recoveries, net — (940) Other depreciation and amortization (1,656) (1,691) Gain/(loss) on sale of real estate owned — 70,300 Income/(loss) from unconsolidated entities 49 (1,677) Interest expense (33,542) (29,943) Interest income and other income/(expense), net 9,813 2,759 Tax (provision)/benefit, net (2,212) (227) Net (income)/loss attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership (2,057) (7,390) Net (income)/loss attributable to noncontrolling interests (42) (79) Net income/(loss) attributable to UDR, Inc. $ 24,503 $ 81,756 (a) Same-Store Community population consisted of 37,959 apartment homes.
Details of assets of UDR's reportable segments	The following table details the assets of UDR’s reportable segments as of March 31, 2019 and December 31, 2018 (dollars in thousands) : March 31, December 31, 2019 2018 Reportable apartment home segment assets: Same-Store Communities: West Region $ 3,773,413 $ 3,763,366 Mid-Atlantic Region 2,323,591 2,317,369 Southeast Region 786,575 779,310 Northeast Region 1,494,009 1,491,994 Southwest Region 448,299 447,305 Non-Mature Communities/Other 1,854,668 1,396,815 Total segment assets 10,680,555 10,196,159 Accumulated depreciation (3,764,099) (3,654,160) Total segment assets — net book value 6,916,456 6,541,999 Reconciling items: Cash and cash equivalents 1,043 185,216 Restricted cash 23,111 23,675 Notes receivable, net 36,974 42,259 Investment in and advances to unconsolidated joint ventures, net 749,100 780,869 Operating lease right-of-use assets 94,145 — Other assets 134,896 137,710 Total consolidated assets $ 7,955,725 $ 7,711,728
United Dominion Reality L.P.
Entity information
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to Net income/(loss)	The following table details rental income and NOI for the Operating Partnership’s reportable segments for the three months ended March 31, 2019 and 2018, and reconciles NOI to Net income/(loss) attributable to OP unitholders on the Consolidated Statements of Operations (dollars in thousands) : Three Months Ended March 31, (a) 2019 2018 Reportable apartment home segment lease revenue Same-Store Communities West Region $ 60,782 $ 58,340 Mid-Atlantic Region 14,810 14,532 Southeast Region 12,462 11,979 Northeast Region 7,972 7,848 Non-Mature Communities/Other 8,650 10,470 Total segment and consolidated rental income $ 104,676 $ 103,169 Reportable apartment home segment other revenue Same-Store Communities West Region $ 1,994 $ 1,824 Mid-Atlantic Region 535 495 Southeast Region 776 750 Northeast Region 166 166 Non-Mature Communities/Other 187 188 Total segment and consolidated rental income $ 3,658 $ 3,423 Total reportable apartment home segment rental income Same-Store Communities West Region $ 62,776 $ 60,164 Mid-Atlantic Region 15,345 15,027 Southeast Region 13,238 12,729 Northeast Region 8,138 8,014 Non-Mature Communities/Other 8,837 10,658 Total segment and consolidated rental income $ 108,334 $ 106,592 Reportable apartment home segment NOI Same-Store Communities West Region $ 47,798 $ 45,829 Mid-Atlantic Region 10,524 10,393 Southeast Region 9,257 8,792 Northeast Region 6,205 6,216 Non-Mature Communities/Other 5,355 7,059 Total segment and consolidated NOI 79,139 78,289 Reconciling items: Property management (2,979) (2,931) Other operating expenses (2,400) (1,554) Real estate depreciation and amortization (34,654) (37,565) General and administrative (4,661) (4,309) Casualty-related (charges)/recoveries, net — (342) Gain/(loss) on sale of real estate owned — 70,300 Income/(loss) from unconsolidated entities (2,740) (5,017) Interest expense (7,371) (5,026) Net (income)/loss attributable to noncontrolling interests (388) (418) Net income/(loss) attributable to OP unitholders $ 23,946 $ 91,427 (a) Same-Store Community population consisted of 15,723 apartment homes.
Details of assets of UDR's reportable segments	The following table details the assets of the Operating Partnership’s reportable segments as of March 31, 2019 and December 31, 2018 (dollars in thousands) : March 31, December 31, 2019 2018 Reportable apartment home segment assets Same-Store Communities West Region $ 1,988,360 $ 1,981,007 Mid-Atlantic Region 664,103 663,083 Southeast Region 343,520 340,722 Northeast Region 406,759 406,149 Non-Mature Communities/Other 425,133 421,024 Total segment assets 3,827,875 3,811,985 Accumulated depreciation (1,692,702) (1,658,161) Total segment assets - net book value 2,135,173 2,153,824 Reconciling items: Cash and cash equivalents 59 125 Restricted cash 14,010 13,563 Investment in unconsolidated entities 95,673 103,026 Operating lease right-of-use assets 93,987 — Other assets 24,425 34,052 Total consolidated assets $ 2,363,327 $ 2,304,590

CONSOLIDATION AND BASIS OF PR_2

CONSOLIDATION AND BASIS OF PRESENTATION - GP Units (UNITED DOMINION REALTY, L.P.) (Details)	3 Months Ended
	Mar. 31, 2019communityitemshares	Mar. 31, 2018	Dec. 31, 2018shares
Basis of presentation
Number of real estate properties | community	131
Number of apartments owned (in apartments homes) | item	41,041
Operating Partnership outstanding units	184,053,122
Operating Partnership units outstanding related to limited partner	184,053,122		183,636,543
United Dominion Reality L.P.
Basis of presentation
General Partners' ownership (as a percent)	95.70%
Operating Partnership units outstanding related to limited partner	176,057,247
United Dominion Reality L.P.
Basis of presentation
Rental revenues percent of General Partner's consolidated rental revenues	40.00%	43.00%
Number of real estate properties | community	52
Number of markets operating within (in markets) | item	15
Number of apartments owned (in apartments homes) | item	16,434
Operating Partnership outstanding units	184,053,122		183,636,543
OP units outstanding related to general partner	110,883		110,883
Operating Partnership units outstanding related to limited partner	183,942,239		183,525,660
UDR, Inc.
Basis of presentation
General Partners' ownership (as a percent)	53.20%
Operating Partnership outstanding units	17,233,074
Operating Partnership units outstanding related to limited partner	175,946,364		174,137,816
Percentage of units outstanding in Partnership	95.70%		94.90%
UDR, Inc. | United Dominion Reality L.P.
Basis of presentation
General Partners' ownership (as a percent)	95.70%
Operating Partnership outstanding units			174,248,699
OP units outstanding related to general partner	176,057,247
Percentage of units outstanding in Partnership			94.90%
Non-affiliated Partners
Basis of presentation
Operating Partnership outstanding units	15,134,306
Operating Partnership units outstanding related to limited partner	7,995,875
Percentage of units outstanding in Partnership	4.30%
Non-affiliated Partners | United Dominion Reality L.P.
Basis of presentation
Operating Partnership outstanding units			9,387,844
Operating Partnership units outstanding related to limited partner	7,995,875
Percentage of units outstanding in Partnership	4.30%		5.10%
Class A Limited Partner | United Dominion Reality L.P.
Basis of presentation
Operating Partnership units outstanding related to limited partner	1,873,332		1,873,332
Class A Limited Partner | UDR, Inc.
Basis of presentation
Operating Partnership units outstanding related to limited partner	121,661		121,661
Limited Partner
Basis of presentation
Operating Partnership units outstanding related to limited partner	6,244,204		7,636,173
Limited Partner | UDR, Inc.
Basis of presentation
Operating Partnership units outstanding related to limited partner	175,824,703		174,016,155
General Partner | UDR, Inc.
Basis of presentation
Operating Partnership units outstanding related to limited partner	110,883		110,883
Non-affiliated Partners | United Dominion Reality L.P.
Basis of presentation
Operating Partnership units outstanding related to limited partner	7,995,875		9,387,844
Percentage of units outstanding in Partnership	4.30%		5.10%
Non-affiliated Partners | Class A Limited Partner
Basis of presentation
Operating Partnership units outstanding related to limited partner	1,751,671		1,751,671

SIGNIFICANT ACCOUNTING POLICI_7

SIGNIFICANT ACCOUNTING POLICIES (UNITED DOMINION REALTY, L.P.) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2019	Jan. 01, 2019	Dec. 31, 2018
Accounting policies
Lease classification per practical expedient	true
Operating lease right-of-use assets	$ 94,145
Operating lease liabilities	$ 88,218
United Dominion Reality L.P.
Accounting policies
Lease classification per practical expedient	true
Operating lease right-of-use assets	$ 93,987
Operating lease liabilities	$ 88,061
ASU 2016-02 | Adjustment
Accounting policies
Operating lease right-of-use assets			$ 94,300
Operating lease liabilities			88,300
Prepaid rent and intangible assets				$ 6,000
ASU 2016-02 | Adjustment | United Dominion Reality L.P.
Accounting policies
Operating lease right-of-use assets			94,200
Operating lease liabilities			$ 88,200
Prepaid rent and intangible assets				$ 6,000
Forecast | ASU 2016-02 | Adjustment | Maximum
Accounting policies
Operating lease right-of-use assets		$ 146,700
Operating lease liabilities		140,700
Forecast | ASU 2016-02 | Adjustment | United Dominion Reality L.P. | Maximum
Accounting policies
Operating lease right-of-use assets		146,500
Operating lease liabilities		$ 140,500

REAL ESTATE OWNED (UNITED DOM_3

REAL ESTATE OWNED (UNITED DOMINION REALTY, L.P.) - Summary (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Real estate owned
Land	$ 1,954,363	$ 1,849,799
Depreciable property - held and used:
Land improvements	214,483	213,224
Building, improvements, and furniture, fixtures and equipment	8,475,755	8,133,136
Real estate owned	10,680,555	10,196,159
Accumulated depreciation	(3,764,099)	(3,654,160)
Total real estate owned, net of accumulated depreciation	6,916,456	6,541,999
United Dominion Reality L.P.
Real estate owned
Land	711,256	711,256
Depreciable property - held and used:
Land improvements	92,624	92,000
Building, improvements, and furniture, fixtures and equipment	3,023,995	3,008,729
Real estate owned	3,827,875	3,811,985
Accumulated depreciation	(1,692,702)	(1,658,161)
Total real estate owned, net of accumulated depreciation	$ 2,135,173	$ 2,153,824

REAL ESTATE OWNED (UNITED DOM_4

REAL ESTATE OWNED (UNITED DOMINION REALTY, L.P.) - Acquisitions and Dispositions (Details) $ in Millions	3 Months Ended
	Mar. 31, 2019USD ($)statecommunityitem	Mar. 31, 2018USD ($)
Real Estate Owned Disclosure
Number of communities owned (in communities) | community	131
Number of states in which there are owned and consolidated communities | state	11
Development costs excluding direct costs and capitalized interest	$ 3.3	$ 3.4
Number of apartments owned (in apartments homes) | item	41,041
Interest capitalized during period	$ 1.1	4.6
United Dominion Reality L.P.
Real Estate Owned Disclosure
Number of communities owned (in communities) | community	52
Number of states in which there are owned and consolidated communities | state	9
Number of apartments owned (in apartments homes) | item	16,434
United Dominion Reality L.P. | Maximum
Real Estate Owned Disclosure
Development costs excluding direct costs and capitalized interest	$ 0.1	0.1
Interest capitalized during period	$ 0.1	$ 0.1

UNCONSOLIDATED ENTITIES (UNIT_3

UNCONSOLIDATED ENTITIES (UNITED DOMINION REALTY, L.P.) - Summary Financial Information (Details) - UDR Lighthouse DownREIT L.P. - United Dominion Reality L.P. - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Total real estate, net	$ 1,151,740		$ 1,167,720
Cash and cash equivalents	21		39
Note receivable from the General Partner	218,520		221,022
Other assets	4,855		5,561
Total assets	1,375,136		1,394,342
Secured debt, net	430,890		431,735
Other liabilities	23,006		26,597
Liabilities	453,896		458,332
Total capital	921,240		$ 936,010
Rental income	31,606	$ 34,012
Property operating expenses	(13,096)	(14,487)
Real estate depreciation and amortization	(20,294)	(21,495)
Operating income/(loss)	(1,784)	(1,970)
Interest expense	(3,888)	(3,574)
Interest income on note receivable from the General Partner	1,988	1,196
Net income /(loss)	$ (3,684)	$ (4,348)

UNCONSOLIDATED ENTITIES (UNIT_4

UNCONSOLIDATED ENTITIES (UNITED DOMINION REALTY, L.P.) - Additional Information (Details) $ in Thousands	Mar. 31, 2019USD ($)communityitem	Dec. 31, 2018USD ($)
Unconsolidated entities
Number of real estate properties | community	131
Number of apartment homes owned and consolidated | item	41,041
Equity Method Investments | $	$ 749,100	$ 780,869
United Dominion Reality L.P.
Unconsolidated entities
Number of real estate properties | community	52
Number of apartment homes owned and consolidated | item	16,434
Equity Method Investments | $	$ 95,673	103,026
United Dominion Reality L.P. | UDR Lighthouse DownREIT L.P.
Unconsolidated entities
Number of real estate properties | community	12
Number of apartment homes owned and consolidated | item	5,657
Equity Method Investments | $	$ 95,700	$ 103,000

LEASES (UNITED DOMINION REALT_3

LEASES (UNITED DOMINION REALTY, L.P.) - Lessee Future Minimum Payments - (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)leasecommunity
Lessee operating leases
Number of communities subject to ground leases | community	6
Operating leases existence of option to extend	true
Lease classification per practical expedient	true
Operating lease right-of-use assets	$ 94,145
Weighted average remaining lease term	70 years 10 months 24 days
Weighted average discount rate	5.20%
Number of ground lease contracts in dispute | lease	1
Future minimum lease payments
2019	$ 3,733
2020	4,977
2021	4,933
2022	4,901
2023	4,901
Thereafter	313,919
Total future minimum lease payments (undiscounted)	337,364
Difference between future undiscounted cash flows and discounted cash flows	(249,146)
Operating lease liabilities	$ 88,218
Ground Leases
Lessee operating leases
Lease classification per practical expedient	true
Future minimum lease payments
2019	$ 3,676
2020	4,901
2021	4,901
2022	4,901
2023	4,901
Thereafter	313,919
Total future minimum lease payments (undiscounted)	337,199
Difference between future undiscounted cash flows and discounted cash flows	(249,138)
Operating lease liabilities	88,061
Ground Leases | Disputed Operating Lease
Lessee operating leases
Annual lease payment	500
Ground Leases | Minimum
Lessee operating leases
Annual lease payment	1,200
Ground Leases | Maximum
Lessee operating leases
Annual lease payment	$ 4,000
United Dominion Reality L.P.
Lessee operating leases
Number of communities subject to ground leases | community	6
Operating leases existence of option to extend	true
Lease classification per practical expedient	true
Operating lease right-of-use assets	$ 93,987
Weighted average remaining lease term	71 years 1 month 6 days
Weighted average discount rate	5.20%
Number of ground lease contracts in dispute | lease	1
Future minimum lease payments
Operating lease liabilities	$ 88,061
United Dominion Reality L.P. | Ground Leases
Future minimum lease payments
2019	3,676
2020	4,901
2021	4,901
2022	4,901
2023	4,901
Thereafter	313,919
Total future minimum lease payments (undiscounted)	337,199
Difference between future undiscounted cash flows and discounted cash flows	(249,138)
Operating lease liabilities	88,061
United Dominion Reality L.P. | Ground Leases | Disputed Operating Lease
Lessee operating leases
Annual lease payment	500
United Dominion Reality L.P. | Ground Leases | Minimum
Future minimum lease payments
Total future minimum lease payments (undiscounted)	1,200
United Dominion Reality L.P. | Ground Leases | Maximum
Future minimum lease payments
Total future minimum lease payments (undiscounted)	$ 4,000

LEASES (UNITED DOMINION REALT_4

LEASES (UNITED DOMINION REALTY, L.P.) - Lessee Expenses (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
Lessee operating leases
Total lease expense	$ 2,298
Ground Leases
Lessee operating leases
Contractual lease expense	2,140
Variable lease expense	139
United Dominion Reality L.P. | Ground Leases
Lessee operating leases
Contractual lease expense	2,140
Variable lease expense	139
Total lease expense	$ 2,279

LEASES (UNITED DOMINION REALT_5

LEASES (UNITED DOMINION REALTY, L.P.) - Lessor (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)property
Lessor leases
Number of properties subject to a ground lease | property	1
Lease classification per practical expedient	true
Future minimum lease payments
2019	$ 16,821
2020	22,485
2021	21,428
2022	19,731
2023	18,372
Thereafter	195,880
Total future minimum payments	294,717
Maximum
Future minimum lease payments
Variable lease expense	200
Retail and Commercial Spaces
Future minimum lease payments
2019	14,826
2020	19,825
2021	18,768
2022	17,071
2023	15,712
Thereafter	85,712
Total future minimum payments	$ 171,914
United Dominion Reality L.P.
Lessor leases
Lease classification per practical expedient	true
United Dominion Reality L.P. | Maximum
Future minimum lease payments
Variable lease expense	$ 100
United Dominion Reality L.P. | Retail and Commercial Spaces
Future minimum lease payments
2019	5,357
2020	7,600
2021	7,270
2022	6,684
2023	6,375
Thereafter	19,578
Total future minimum payments	$ 52,864

DEBT, NET (UNITED DOMINION RE_3

DEBT, NET (UNITED DOMINION REALTY, L.P.) - Summary (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)community	Dec. 31, 2018USD ($)
Fixed and variable rate debt
Weighted Average Interest Rate	3.73%
Weighted Average
Fixed and variable rate debt
Years to maturity	5 years 6 months
Variable Rate Debt | Tax-exempt secured notes payable
Fixed and variable rate debt
Principal outstanding	$ 94,700	$ 94,700
Weighted Average Interest Rate	2.31%
Communities Encumbered (in communities) | community	2
Variable Rate Debt | Tax-exempt secured notes payable | Weighted Average
Fixed and variable rate debt
Years to maturity	3 years 10 months 24 days
United Dominion Reality L.P.
Fixed and variable rate debt
Principal outstanding	$ 26,931	26,929
Weighted Average Interest Rate	2.50%
Communities Encumbered (in communities) | community	1
United Dominion Reality L.P. | Weighted Average
Fixed and variable rate debt
Years to maturity	13 years
United Dominion Reality L.P. | Variable Rate Debt
Fixed and variable rate debt
Deferred finance costs, net	$ (69)	(71)
United Dominion Reality L.P. | Variable Rate Debt | Tax-exempt secured notes payable
Fixed and variable rate debt
Principal outstanding	$ 27,000	$ 27,000
Weighted Average Interest Rate	2.47%
Communities Encumbered (in communities) | community	1
United Dominion Reality L.P. | Variable Rate Debt | Tax-exempt secured notes payable | Weighted Average
Fixed and variable rate debt
Years to maturity	13 years

DEBT, NET (UNITED DOMINION RE_4

DEBT, NET (UNITED DOMINION REALTY, L.P.) - Additional Information (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Fixed and variable rate debt
Long-term commercial paper	$ 500,000
Borrowings outstanding	3,300	$ 3,300
Commercial Paper
Fixed and variable rate debt
Commercial paper program	$ 90,000	$ 101,115
Interest rate at the end of the period	2.80%	2.90%
United Dominion Reality L.P. | Financial Guarantee
Fixed and variable rate debt
Guarantor borrowing capacity	$ 1,100,000
United Dominion Reality L.P. | Unsecured Commercial Bank Credit Facility
Fixed and variable rate debt
Long-term commercial paper	$ 500,000
United Dominion Reality L.P. | Mortgages Notes Payable | Variable Rate Debt | Operating Partnership
Fixed and variable rate debt
Interest rate at the end of the period	2.47%
United Dominion Reality L.P. | Unsecured Commercial Paper
Fixed and variable rate debt
Borrowings outstanding	$ 90,000	$ 101,100
United Dominion Reality L.P. | 3.70% Term Notes Due October 2020
Fixed and variable rate debt
Guarantor borrowing capacity	300,000
United Dominion Reality L.P. | 4.63% Medium-Term Notes due January 2022
Fixed and variable rate debt
Guarantor borrowing capacity	400,000
United Dominion Reality L.P. | Term Loan due September 2023
Fixed and variable rate debt
Guarantor borrowing capacity	350,000
United Dominion Reality L.P. | 3.75% Medium-Term Notes Due July 2024
Fixed and variable rate debt
Guarantor borrowing capacity	300,000
United Dominion Reality L.P. | 4.00% Medium-Term Note due October 2025
Fixed and variable rate debt
Guarantor borrowing capacity	300,000
United Dominion Reality L.P. | 2.95% Medium-Term Note due September 2026
Fixed and variable rate debt
Guarantor borrowing capacity	300,000
United Dominion Reality L.P. | 3.50 Medium-Term Note due July 2027
Fixed and variable rate debt
Guarantor borrowing capacity	300,000
United Dominion Reality L.P. | Medium-Term note due January 2029
Fixed and variable rate debt
Guarantor borrowing capacity	$ 300,000

RELATED PARTY TRANSACTIONS (U_3

RELATED PARTY TRANSACTIONS (UNITED DOMINION REALTY, L.P.) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Related party transactions
Related party management fees	$ 4,000	$ 3,700
United Dominion Reality L.P.
Related party transactions
Debt Instrument, Interest Rate Period End		3.73%
Notes payable due to the General Partner	690,974		$ 700,115
Interest expense, related party	7,181	$ 3,053
United Dominion Reality L.P. | UDR, Inc.
Related party transactions
General and administrative expenses allocated to the Operating Partnership by UDR	$ 3,600	$ 3,500
Note due August 2021 | United Dominion Reality L.P.
Related party transactions
Debt Instrument, Interest Rate Period End	5.34%
Notes payable due to the General Partner	$ 5,500		5,500
Note due December 2023 | United Dominion Reality L.P.
Related party transactions
Debt Instrument, Interest Rate Period End	5.18%
Notes payable due to the General Partner	$ 83,196		83,196
Note due April 2026 | United Dominion Reality L.P.
Related party transactions
Debt Instrument, Interest Rate Period End	4.12%
Notes payable due to the General Partner	$ 184,638		184,638
Note due November 2028 | United Dominion Reality L.P.
Related party transactions
Debt Instrument, Interest Rate Period End	4.69%
Notes payable due to the General Partner	$ 133,205		133,205
Note due December 2028 | United Dominion Reality L.P.
Related party transactions
Debt Instrument, Interest Rate Period End	3.73%
Notes payable due to the General Partner	$ 284,435		$ 293,576

FAIR VALUE OF DERIVATIVES AND_6

FAIR VALUE OF DERIVATIVES AND FINANCIAL INSTRUMENTS (UNITED DOMINION REALTY, L.P.) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Debt instruments - fair value
Transfer between the levels	$ 0
Fair Value, Measurements, Recurring | Carrying Amount
Debt instruments - fair value
Total liabilities	3,609,787	$ 3,566,018
Fair Value, Measurements, Recurring | Fair Value
Debt instruments - fair value
Total liabilities	3,652,379	3,532,104
Level 2 | Fair Value, Measurements, Recurring | Fair Value
Debt instruments - fair value
Total liabilities	2,285	356
Level 3 | Fair Value, Measurements, Recurring | Fair Value
Debt instruments - fair value
Total liabilities	3,650,094	3,531,748
United Dominion Reality L.P. | Fair Value, Measurements, Recurring | Carrying Amount
Debt instruments - fair value
Total liabilities	27,000	27,000
United Dominion Reality L.P. | Fair Value, Measurements, Recurring | Fair Value
Debt instruments - fair value
Total liabilities	27,000	27,000
United Dominion Reality L.P. | Level 3 | Fair Value, Measurements, Recurring | Fair Value
Debt instruments - fair value
Total liabilities	27,000	27,000
Variable Rate Debt | United Dominion Reality L.P. | Tax-exempt secured notes payable | Fair Value, Measurements, Recurring | Carrying Amount
Debt instruments - fair value
Fair value	27,000	27,000
Variable Rate Debt | United Dominion Reality L.P. | Tax-exempt secured notes payable | Fair Value, Measurements, Recurring | Fair Value
Debt instruments - fair value
Fair value	27,000	27,000
Variable Rate Debt | United Dominion Reality L.P. | Level 3 | Tax-exempt secured notes payable | Fair Value, Measurements, Recurring | Fair Value
Debt instruments - fair value
Fair value	$ 27,000	$ 27,000

DERIVATIVES AND HEDGING ACTI_10

DERIVATIVES AND HEDGING ACTIVITY (UNITED DOMINION REALTY, L.P.) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)instrument	Mar. 31, 2018USD ($)	Dec. 31, 2018USD ($)
Derivatives
Estimated additional accumulated other comprehensive Income/(Loss) transferred to interest expense	$ 3,200
Payment required to pay for contract termination	$ 1,400
Interest rate caps | Not Designated as Hedging Instrument
Outstanding interest rate derivatives not designated as hedging instrument
Number instruments | instrument	1
Notional	$ 19,880
United Dominion Reality L.P.
Derivatives
Derivatives	0		$ 0
Estimated additional accumulated other comprehensive Income/(Loss) transferred to interest expense	0
United Dominion Reality L.P. | Interest rate contracts
Derivatives
Gain/(Loss) recognized in Interest Income and Other Income/(Expense), net	$ 0	$ 0
United Dominion Reality L.P. | Interest rate caps | Not Designated as Hedging Instrument
Outstanding interest rate derivatives not designated as hedging instrument
Number instruments | instrument	1
Notional	$ 19,880
Other income/(expense) | Interest rate contracts
Derivatives
Gain/(Loss) recognized in Interest Income and Other Income/(Expense), net	0
Other income/(expense) | United Dominion Reality L.P. | Interest rate contracts
Derivatives
Gain/(Loss) recognized in Interest Income and Other Income/(Expense), net	0	$ 0
Interest expense | United Dominion Reality L.P. | Cash Flow Hedging
Derivatives
Gain/(Loss) recognized in Interest Income and Other Income/(Expense), net	$ 0

CAPITAL STRUCTURE (UNITED DOM_3

CAPITAL STRUCTURE (UNITED DOMINION REALTY, L.P.) - Units Rollforward (Details)	3 Months Ended
	Mar. 31, 2019shares
Capital structure
Balance	183,636,543
Vesting of LTIP Units	416,579
Balance	184,053,122
UDR, Inc.
Capital structure
Balance	174,137,816
Balance	175,946,364
Non-affiliated Partners
Capital structure
Balance	7,995,875
Class A Limited Partner | UDR, Inc.
Capital structure
Balance	121,661
Balance	121,661
Non-affiliated Partners | Class A Limited Partner
Capital structure
Balance	1,751,671
Balance	1,751,671
Limited Partner
Capital structure
Balance	7,636,173
Vesting of LTIP Units	416,579
OP redemptions for UDR stock	1,808,548
Balance	6,244,204
Limited Partner | UDR, Inc.
Capital structure
Balance	174,016,155
OP redemptions for UDR stock	(1,808,548)
Balance	175,824,703
Class A Limited Partner | UDR, Inc.
Capital structure
Balance	121,661
Balance	121,661
General Partner | UDR, Inc.
Capital structure
Balance	110,883
Balance	110,883

CAPITAL STRUCTURE (UNITED DOM_4

CAPITAL STRUCTURE (UNITED DOMINION REALTY, L.P.) - Ownership Interests (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)class$ / sharesshares	Dec. 31, 2018USD ($)shares
Capital structure
Limited partnership units owned	184,053,122	183,636,543
Redeemable noncontrolling interests in the Operating Partnership | $	$ 1,051,498	$ 972,740
Number of classes of LTIP Units | class	2
United Dominion Reality L.P.
Capital structure
Limited partnership units owned	176,057,247
United Dominion Reality L.P.
Capital structure
General Partnership units outstanding	110,883	110,883
Limited partnership units owned	183,942,239	183,525,660
Required period to be outstanding before unit is redeemable (in years)	1 year
Redeemable noncontrolling interests in the Operating Partnership | $	$ 363,500	$ 371,900
UDR, Inc.
Capital structure
Limited partnership units owned	175,946,364	174,137,816
Percentage of units	95.70%	94.90%
UDR, Inc. | United Dominion Reality L.P.
Capital structure
General Partnership units outstanding	176,057,247
Percentage of units		94.90%
Non-affiliated Partners
Capital structure
Limited partnership units owned	7,995,875
Percentage of units	4.30%
Non-affiliated Partners | United Dominion Reality L.P.
Capital structure
Limited partnership units owned	7,995,875
Percentage of units	4.30%	5.10%
Class A Limited Partner
Capital structure
Cumulative, annual, non-compounded preferred return on Class A Partnership units	8.00%
Value of Class A Partnership units (in dollars per share) | $ / shares	$ 16.61
Class A Limited Partner | United Dominion Reality L.P.
Capital structure
Limited partnership units owned	1,873,332	1,873,332
Class A Limited Partner | UDR, Inc.
Capital structure
Limited partnership units owned	121,661	121,661
Non-affiliated Partners | United Dominion Reality L.P.
Capital structure
Limited partnership units owned	7,995,875	9,387,844
Percentage of units	4.30%	5.10%
Non-affiliated Partners | Class A Limited Partner
Capital structure
Limited partnership units owned	1,751,671	1,751,671
LTIP Units One
Capital structure
Vesting period	4 years
Minimum | LTIP Units
Capital structure
Vesting period	1 year
Period of time LTIP units have been outstanding	2 years
Minimum | Employee Director | LTIP Units Two
Capital structure
Vesting period	1 year
Maximum | LTIP Units
Capital structure
Vesting period	3 years
Maximum | Employee Director | LTIP Units Two
Capital structure
Vesting period	3 years

Commitments and Contingencies_5

Commitments and Contingencies (UNITED DOMINION REALTY, L.P.) Commitments and Contingencies (Details) $ in Thousands	Mar. 31, 2019USD ($)community
Loss Contingencies [Line Items]
Number of communities owned (in communities) | community	131
Cost Incurred to Date	$ 35,707
UDR's Remaining Commitment	$ 114,903
United Dominion Reality L.P.
Loss Contingencies [Line Items]
Number of communities owned (in communities) | community	52
Real estate communities - redevelopment | United Dominion Reality L.P.
Loss Contingencies [Line Items]
Number of communities owned (in communities) | community	1
Cost Incurred to Date	$ 108
UDR's Remaining Commitment	$ 24,892

REPORTABLE SEGMENTS (UNITED D_3

REPORTABLE SEGMENTS (UNITED DOMINION REALTY, L.P.) (Details). $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)segmentitem	Mar. 31, 2018USD ($)	Dec. 31, 2018USD ($)	Dec. 31, 2017USD ($)
Segments
Equity Method Investments	$ 749,100		$ 780,869
Same store communities | item	37,959
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Rental income	$ 267,922	$ 250,483
Reconciling items:
Property management	(7,703)	(6,888)
Other operating expenses	(5,646)	(2,009)
Real estate depreciation and amortization	(112,468)	(108,136)
General and administrative	(12,467)	(11,759)
Casualty-related (charges)/recoveries, net		(940)
Gain/(loss) on sale of real estate owned		70,300
Income/(loss) from unconsolidated entities	49	(1,677)
Interest expense	(33,542)	(29,943)
Net (income)/loss attributable to noncontrolling interests	(42)	(79)
Net income/(loss) attributable to OP unitholders	24,503	81,756
Reportable apartment home segment assets:
Total segment assets	10,680,555		10,196,159
Accumulated depreciation	(3,764,099)		(3,654,160)
Total real estate owned, net of accumulated depreciation	6,916,456		6,541,999
Total segment asset - net book value	6,916,456		6,541,999
Reconciling items:
Cash and cash equivalents	1,043	1,083	185,216	$ 2,038
Restricted cash	23,111	19,770	23,675	19,792
Investment in unconsolidated entities	749,100		780,869
Operating lease right-of-use assets	94,145
Other assets	134,896		137,710
Total assets	$ 7,955,725		7,711,728
Reportable Segments
Number of reportable segments | segment	2
Condition for Community considered to have stabilized occupancy	90%
Time to maintain percent occupancy to be considered a community	3 months
Practical expedient, single lease component	true
Same Store Communities West Region
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	$ 100,565	96,665
Other revenue	3,154	2,738
Rental income	103,719	99,403
Reportable apartment home segment NOI	78,439	74,979
Reportable apartment home segment assets:
Total segment assets	3,773,413		3,763,366
Same Store Communities Mid-Atlantic Region
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	54,300	52,694
Other revenue	2,003	1,736
Rental income	56,303	54,430
Reportable apartment home segment NOI	39,179	37,506
Reportable apartment home segment assets:
Total segment assets	2,323,591		2,317,369
Same Store Communities Southeast Region
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	29,532	28,339
Other revenue	1,788	1,697
Rental income	31,320	30,036
Reportable apartment home segment NOI	22,010	21,047
Reportable apartment home segment assets:
Total segment assets	786,575		779,310
Same Store Communities Northeast Region
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	30,192	29,585
Other revenue	630	581
Rental income	30,822	30,166
Reportable apartment home segment NOI	20,977	20,951
Reportable apartment home segment assets:
Total segment assets	1,494,009		1,491,994
Same Store Communities Southwest Region
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	14,152	13,821
Other revenue	733	569
Rental income	14,885	14,390
Reportable apartment home segment NOI	8,992	8,477
Reportable apartment home segment assets:
Total segment assets	448,299		447,305
Non-Mature communities/Other
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	30,162	21,393
Other revenue	711	665
Rental income	30,873	22,058
Reportable apartment home segment NOI	20,086	13,654
Reportable apartment home segment assets:
Total segment assets	1,854,668		1,396,815
Total Communities
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	258,903	242,497
Other revenue	9,019	7,986
Rental income	267,922	250,483
Reportable apartment home segment NOI	189,683	176,614
United Dominion Reality L.P.
Segments
Equity Method Investments	$ 95,673		103,026
Same store communities | item	15,723
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Rental income	$ 108,334	106,592
Reconciling items:
Property management	(2,979)	(2,931)
Other operating expenses	(2,400)	(1,554)
Real estate depreciation and amortization	(34,654)	(37,565)
General and administrative	(4,661)	(4,309)
Casualty-related (charges)/recoveries, net		(342)
Gain/(loss) on sale of real estate owned		70,300
Income/(loss) from unconsolidated entities	(2,740)	(5,017)
Interest expense	(7,371)	(5,026)
Net (income)/loss attributable to noncontrolling interests	(388)	(418)
Net income/(loss) attributable to OP unitholders	23,946	91,427
Reportable apartment home segment assets:
Total segment assets	3,827,875		3,811,985
Accumulated depreciation	(1,692,702)		(1,658,161)
Total real estate owned, net of accumulated depreciation	2,135,173		2,153,824
Total segment asset - net book value	2,135,173		2,153,824
Reconciling items:
Cash and cash equivalents	59	74	125	293
Restricted cash	14,010	13,011	13,563	$ 12,579
Investment in unconsolidated entities	95,673		103,026
Operating lease right-of-use assets	93,987
Other assets	24,425		34,052
Total assets	$ 2,363,327		2,304,590
Reportable Segments
Number of reportable segments | segment	2
Condition for Community considered to have stabilized occupancy	90%
Time to maintain percent occupancy to be considered a community	3 months
Practical expedient, single lease component	true
United Dominion Reality L.P. | Same Store Communities West Region
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	$ 60,782	58,340
Other revenue	1,994	1,824
Rental income	62,776	60,164
Reportable apartment home segment NOI	47,798	45,829
Reportable apartment home segment assets:
Total segment assets	1,988,360		1,981,007
United Dominion Reality L.P. | Same Store Communities Mid-Atlantic Region
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	14,810	14,532
Other revenue	535	495
Rental income	15,345	15,027
Reportable apartment home segment NOI	10,524	10,393
Reportable apartment home segment assets:
Total segment assets	664,103		663,083
United Dominion Reality L.P. | Same Store Communities Southeast Region
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	12,462	11,979
Other revenue	776	750
Rental income	13,238	12,729
Reportable apartment home segment NOI	9,257	8,792
Reportable apartment home segment assets:
Total segment assets	343,520		340,722
United Dominion Reality L.P. | Same Store Communities Northeast Region
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	7,972	7,848
Other revenue	166	166
Rental income	8,138	8,014
Reportable apartment home segment NOI	6,205	6,216
Reportable apartment home segment assets:
Total segment assets	406,759		406,149
United Dominion Reality L.P. | Non-Mature communities/Other
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	8,650	10,470
Other revenue	187	188
Rental income	8,837	10,658
Reportable apartment home segment NOI	5,355	7,059
Reportable apartment home segment assets:
Total segment assets	425,133		$ 421,024
United Dominion Reality L.P. | Total Communities
Summary of rental income and NOI for UDRs reportable segments and reconciliation of NOI to loss from continuing operations
Lease revenue	104,676	103,169
Other revenue	3,658	3,423
Rental income	108,334	106,592
Reportable apartment home segment NOI	$ 79,139	$ 78,289