UDR Announces First Quarter 2016 Results Led by Strong Same-Store Growth

DENVER--(BUSINESS WIRE)-- UDR (the “Company”) First Quarter 2016 Highlights:

• Funds from Operations (“FFO”) per share was $0.43, FFO as Adjusted per share was $0.43 (+8% year-over-year), and AFFO per share was $0.41 (+11%).
• Year-over-year same-store revenue and net operating income (“NOI”) growth for the quarter were 6.4 percent and 8.0 percent, respectively.
• Commenced the construction of 345 Harrison Street, a 585-home development in Boston’s South End, with an estimated cost of $367 million.
• Sold two land parcels located in Santa Monica, CA for $24 million.
• Issued $174 million of common equity in conjunction with S&P 500 Inclusion.
• The Company increased its annualized dividend by 6 percent to $1.18 per share versus $1.11 in 2015.
• Reaffirmed full-year 2016 earnings and same-store guidance ranges.

												Q1 2016			Q1 2015
										FFO per common share and unit, diluted		$0.43			$0.43
										Acquisition-related costs/(fees), including joint ventures		-			0.001
										Texas Joint Venture promote and disposition fee income		-			(0.036)
										Long-term incentive plan transition costs		0.001			0.003
										Net gain on the sale of non-depreciable real estate		(0.006)			-
										owned
										Casualty-related (recoveries)/charges, including joint		0.004			0.004
										ventures, net
										FFO as Adjusted per common share and unit, diluted		$0.43			$0.40
										Recurring capital expenditures		(0.024)			(0.027)
										AFFO per common share and unit, diluted		$0.41			$0.37
										A reconciliation of FFO, FFO as Adjusted and AFFO to GAAP Net income attributable to common stockholders canbe found on Attachment 2 of the Company’s first quarter supplemental package.

Operations

Same-store NOI increased 8.0 percent year-over-year in the first quarter of 2016 driven by same-store revenue growth of 6.4 percent against a 2.7 percent increase in same-store expenses. Same-store physical occupancy was 96.5 percent as compared to 96.7 percent in the prior year period. The annualized rate of turnover increased 110 basis points year-over-year to 42.2 percent in the quarter.

Summary of Same-Store Results First Quarter 2016 versus First Quarter 2015

										Region			RevenueGrowth			ExpenseGrowth/(Decline)			NOIGrowth			% of Same-StorePortfolio(1)			Same-StoreOccupancy(2)			Number ofSame-StoreHomes(3)
										West			9.1%			4.2%			10.9%			41.3%			96.1%			11,298
										Mid-Atlantic			2.0%			2.4%			1.9%			21.1%			96.6%			8,304
										Northeast			5.9%			4.3%			6.5%			17.3%			96.8%			3,124
										Southeast			7.3%			(0.6)%			11.3%			14.1%			96.7%			7,683
										Southwest			5.4%			1.4%			7.9%			6.2%			97.0%			3,608
										Total			6.4%			2.7%			8.0%			100.0%			96.5%			34,017

										(1)			Based on Q1 2016 NOI.
										(2)			Average same-store occupancy for the quarter.
										(3)			During the first quarter, 34,017 apartment homes, or approximately 84 percent of 40,728 total consolidatedapartment homes (versus 51,231 apartment homes inclusive of joint ventures and development pipelinehomes upon completion), were classified as same-store. The Company defines QTD SS Communities asthose communities stabilized for five full consecutive quarters. These communities were owned and hadstabilized occupancy and operating expenses as of the beginning of the quarter in the prior year, were notin process of any substantial redevelopment activities, and not held for disposition.

Sequentially, same-store NOI increased by 2.0 percent on revenue growth of 1.7 percent against a 1.1 percent increase in expenses in the first quarter of 2016.

Development Activity

At the end of the first quarter, the Company had an under-construction development pipeline for which its pro rata share totaled $1 billion. The development projects will be delivered over the next three years, with $162 million expected to be completed in 2016, $166 million in 2017, $342 million in 2018 and the balance in early 2019. The development pipeline is currently expected to produce a weighted average spread between estimated stabilized yields and current market cap rates above the upper end of the Company’s 150 to 200 basis point targeted range.

During the quarter, the Company commenced one new development project. 345 Harrison Street, a 585-home community located in the South End neighborhood of Boston, MA, is being developed for a budgeted cost of $367 million. The project is expected to be completed in early 2019.

In addition, the Company had preferred equity and participating loan investments for which its pro rata share totaled $364 million with 100 percent of the equity commitment funded. The $364 million consisted of a $93 million completed, non-stabilized project and $271 million of under construction projects. Of the $271 million in development projects left to complete, $215 million is expected to be completed in 2016 and the balance in 2017.

Transactions

During the first quarter, the Company sold its 95 percent ownership interest in two land parcels located in Santa Monica, CA for $24 million. This resulted in a gain of $1.7 million to FFO, but was excluded from FFO as Adjusted.

Capital Markets

During the first quarter, in conjunction with the Company’s inclusion in the S&P 500 Index, the Company issued 5 million common shares, at a net price of $34.73, for total net proceeds of $174 million.

In addition, the Company paid down $83.3 million of 5.25% Medium Term Notes on January 15, 2016.

Balance Sheet

At March 31, 2016, the Company had $1.1 billion in availability through a combination of cash and undrawn capacity on its credit facilities.

The Company’s total indebtedness at March 31, 2016 was $3.4 billion. The Company ended the quarter with fixed-rate debt representing 84.3 percent of its total debt, a total blended interest rate of 3.95 percent and a weighted average term to maturity of 4.9 years. The Company’s leverage was 33.0 percent versus 37.5 percent a year ago, net debt-to-EBITDA was 5.4x versus 6.4x a year ago and fixed charge coverage was 4.4x versus 4.0x a year ago.

Dividend

As previously announced, the Company’s Board of Directors declared a regular quarterly dividend on its common stock for the first quarter of 2016 in the amount of $0.295 per share. The dividend will be paid in cash on May 2, 2016 to UDR common stock shareholders of record as of April 11, 2016. The first quarter 2016 dividend will represent the 174th consecutive quarterly dividend paid by the Company on its common stock.

On an annualized basis, the Company’s 2016 dividend per share of $1.18 represents a 6 percent increase versus 2015.

Outlook

For the second quarter of 2016, the Company has established the following earnings guidance ranges:

FFO per share

$0.43 to $0.45

FFO as Adjusted per share

$0.43 to $0.45

AFFO per share

$0.39 to $0.41

For the full-year 2016, the Company has reaffirmed its previously provided guidance ranges:

FFO per share

$1.75 to $1.81

FFO as Adjusted per share

$1.75 to $1.81

AFFO per share

$1.59 to $1.65

For the full-year 2016, the Company has reaffirmed its previously provided same-store growth guidance ranges:

Revenue

5.50% to 6.00%

Expense

3.00% to 3.50%

Net operating income

6.50% to 7.00%

Additional assumptions for the Company’s second quarter and full-year 2016 guidance can be found on Attachment 15 of the Company’s first quarter Supplemental Financial Information.

Supplemental Information

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

Conference Call and Webcast Information

UDR will host a webcast and conference call at 1:00 p.m. Eastern Time on April 26, 2016 to discuss first quarter results. The webcast will be available on UDR's website at ir.udr.com. To listen to a live broadcast, access the site at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software.

To participate in the teleconference dial 877-723-9517 for domestic and 719-325-4745 for international and provide the following conference ID number: 7493963.

A replay of the conference call will be available through May 26, 2016, by dialing 888-203-1112 for domestic and 719-457-0820 for international and entering the confirmation number, 7493963, when prompted for the pass code.

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

Full Text of the Earnings Report and Supplemental Data

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

Mail -- For those without Internet access, the first quarter 2016 earnings report and Supplemental Financial Information will be available by mail or fax, on request. To receive a copy, please call UDR Investor Relations at 720-922-6082.

Attachment 16(B)
UDR, Inc.
Definitions and Reconciliations
March 31, 2016
(Unaudited)
Joint Venture Reconciliation at UDR's Weighted Average Pro-Rata Ownership Interest
In thousands								1Q 2016
Income/(loss) from unconsolidated entities								$	679
Management fee									1,105
Interest expense									7,882
Depreciation									10,350
General and administrative									160
West Coast Development JV									(1,427	)
Steele Creek									(1,519	)
Other income/expense (includes 717 Olympic casualty expense)									(23	)
Total Joint Venture NOI at UDR's Pro-Rata Ownership Interest								$	17,207
JV Return on Equity ("ROE"): The Company defines JV ROE as the pro rata share of property NOI plus property and asset management fee revenue less interest expense, divided by the average of beginning and ending equity capital for the quarter.
Management considers ROE a useful metric for investors as it provides a widely used measure of how well the Company is investing its capital on a leveraged basis.
JV Return on Invested Capital ("ROIC"): The Company defines JV ROIC as the pro rata share of property NOI plus property and asset management fee revenue divided by the average of beginning and ending invested capital for the quarter.
Management considers ROIC a useful metric for investors as it provides a widely used measure of how well the Company is investing its capital on an unleveraged basis.
Net Debt to EBITDA: The Company defines net debt to EBITDA as total debt net of cash and cash equivalents divided by EBITDA. EBITDA is defined as net income, excluding the impact of interest expense, real estate depreciation and amortization of wholly owned and other joint venture communities, other depreciation and amortization, noncontrolling interests, net gain/(loss) on the sale of real estate owned, and TRS income tax.
Management considers net debt to EBITDA a useful metric for investors as it provides ratings agencies, investors and lending partners with a widely-used measure of the Company’s ability to service its debt obligations as well as compare leverage against that of its peer REITs. A reconciliation between net income and EBITDA is provided on Attachment 4(C) of the Company's quarterly supplemental disclosure.
Net Operating Income (“NOI”): The Company defines NOI as rental income less direct property rental expenses. Rental income represents gross market rent less adjustments for concessions, vacancy loss and bad debt. Rental expenses include real estate taxes, insurance, personnel, utilities, repairs and maintenance, administrative and marketing. Excluded from NOI is property management expense which is calculated as 2.75% of property revenue to cover the regional supervision and accounting costs related to consolidated property operations, and land rent.
Management considers NOI a useful metric for investors as it is a more meaningful representation of a community’s continuing operating performance than net income as it is prior to corporate-level expense allocations, general and administrative costs, capital structure and depreciation and amortization and is a widely used input, along with capitalization rates, in the determination of real estate valuations. A reconciliation from net income attributable to UDR, Inc. to NOI is provided below.
In thousands		1Q 2016			4Q 2015			3Q 2015				2Q 2015			1Q 2015
Net income/(loss) attributable to UDR, Inc.		$	10,393		$	162,200		$	13,291			$	86,855		$	73,822
Property management			6,379			6,445			5,988				5,851			5,694
Other operating expenses			1,752			3,534			2,639				1,769			1,766
Real estate depreciation and amortization			105,339			104,909			90,568				90,344			88,777
Interest expense			31,104			33,170			30,232				29,673			28,800
Casualty-related (recoveries)/charges, net			-			(45	)		541				843			996
General and administrative			13,844			17,993			15,824				13,721			12,152
Tax (benefit)/provision, net			(403	)		(1,424	)		(633	)			(1,404	)		(425	)
(Income)/loss from unconsolidated entities			(679	)		(1,052	)		(2,691	)			573			(59,159	)
Interest income and other (income)/expense, net			(431	)		(407	)		(402	)			(382	)		(360	)
Joint venture management and other fees			(2,858	)		(3,253	)		(3,653	)			(3,098	)		(12,706	)
Other depreciation and amortization			1,553			1,899			1,457				1,700			1,623
(Gain)/loss on sale of real estate owned, net of tax			(3,070	)		(172,635	)		-				(79,042	)		-
Net income/(loss) attributable to noncontrolling interests			1,211			14,963			404				3,029			2,595
Total consolidated NOI		$	164,134		$	166,297		$	153,565			$	150,432		$	143,575
Non-Mature: The Company defines Non-Mature Communities as those communities that have not met the criteria to be included in Same-Store Communities.
Non-Residential / Other: The Company defines Non-Residential / Other as non-apartment components of mixed-use properties, land held, properties being prepared for redevelopment and properties where a material change in home count has occurred.
Physical Occupancy: The Company defines physical occupancy as the number of occupied homes divided by the total homes available at a community.
QTD Same-Store ("SS") Communities: The Company defines QTD SS Communities as those communities stabilized for five full consecutive quarters. These communities were owned and had stabilized occupancy and operating expenses as of the beginning of the quarter in the prior year, were not in process of any substantial redevelopment activities, and not held for disposition.
Recurring Capital Expenditures: The Company defines recurring capital expenditures as expenditures that are necessary to help preserve the value of and maintain functionality at its communities.
Redevelopment Communities: The Company generally defines Redevelopment Communities as those communities where substantial redevelopment is in progress that is expected to have a material impact on the community's operations, including occupancy levels and future rental rates.
Redevelopment Projected Weighted Average Return on Incremental Capital Invested: The projected weighted average return on incremental capital invested for redevelopment projects is NOI as set forth in the Stabilization Period for Redevelopment Yield definition, less Recurring Capital Expenditures, minus the project’s annualized operating NOI prior to commencing the redevelopment, less Recurring Capital Expenditures, divided by total cost of the project.

Forward Looking Statements

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

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

About UDR, Inc.

UDR, Inc. (NYSE:UDR), an S&P 500 company, is a leading multifamily real estate investment trust with a demonstrated performance history of delivering superior and dependable returns by successfully managing, buying, selling, developing and redeveloping attractive real estate properties in targeted U.S. markets. As of March 31, 2016, UDR owned or had an ownership position in 51,231 apartment homes including 3,556 homes under development. For 44 years, UDR has delivered long-term value to shareholders, the best standard of service to residents and the highest quality experience for associates. Additional information can be found on the Company's website at ir.udr.com.

Attachment 1
UDR, Inc.
Consolidated Statements of Operations (1)
(Unaudited)
		Three Months Ended
		March 31,
In thousands, except per share amounts			2016				2015
REVENUES:
Rental income		$	231,957			$	207,047
Joint venture management and other fees (2)			2,858				12,706
Total revenues			234,815				219,753
OPERATING EXPENSES:
Property operating and maintenance			39,446				37,250
Real estate taxes and insurance			28,377				26,222
Property management			6,379				5,694
Other operating expenses			1,752				1,766
Real estate depreciation and amortization			105,339				88,777
Acquisition costs			-				199
General and administrative			13,844				11,953
Casualty-related (recoveries)/charges, net			-				996
Other depreciation and amortization			1,553				1,623
Total operating expenses			196,690				174,480
Operating income			38,125				45,273
Income/(loss) from unconsolidated entities (2)			679				59,159
Interest expense			(31,104	)			(28,800	)
Interest income and other income/(expense), net			431				360
Income/(loss) before income taxes and gain/(loss) on sale of real estate owned			8,131				75,992
Tax benefit/(provision), net			403				425
Income/(loss) from continuing operations			8,534				76,417
Gain/(loss) on sale of real estate owned, net of tax			3,070				-
Net income/(loss)			11,604				76,417
Net (income)/loss attributable to redeemable noncontrolling interests in the OP and DownREIT Partnership			(905	)			(2,588	)
Net (income)/loss attributable to noncontrolling interests			(306	)			(7	)
Net income/(loss) attributable to UDR, Inc.			10,393				73,822
Distributions to preferred stockholders - Series E (Convertible)			(929	)			(931	)
Net income/(loss) attributable to common stockholders		$	9,464			$	72,891
Income/(loss) per weighted average common share - basic:		$	0.04			$	0.28
Income/(loss) per weighted average common share - diluted:		$	0.04			$	0.28
Common distributions declared per share		$	0.2950			$	0.2775
Weighted average number of common shares outstanding - basic			262,456				256,834
Weighted average number of common shares outstanding - diluted			264,285				258,662
(1) See Attachment 16 for definitions and other terms.
(2) In January 2015, the eight communities held by the Texas Joint Venture were sold, generating proceeds to UDR of $43.5 million. The Company recorded promote and dispositionfee income of approximately $9.6 million and a gain of approximately $59.1 million in connection with the sale during the three months ended March 31, 2015.

Attachment 2
UDR, Inc.
Funds From Operations (1)
(Unaudited)
		Three Months Ended
		March 31,
In thousands, except per share and unit amounts			2016				2015
Net income/(loss) attributable to common stockholders		$	9,464			$	72,891
Real estate depreciation and amortization			105,339				88,777
Noncontrolling interests			1,211				2,595
Real estate depreciation and amortization on unconsolidated joint ventures			10,350				9,850
Net gain on the sale of unconsolidated depreciable property (2)			-				(59,073	)
Net gain on the sale of depreciable real estate owned (5)			(1,385	)			-
Funds from operations ("FFO") attributable to common stockholders and unitholders, basic		$	124,979			$	115,040
Distributions to preferred stockholders - Series E (Convertible) (3)			929				931
FFO attributable to common stockholders and unitholders, diluted		$	125,908			$	115,971
FFO per common share and unit, basic		$	0.43			$	0.43
FFO per common share and unit, diluted		$	0.43			$	0.43
Weighted average number of common shares and OP/DownREIT Units outstanding - basic			287,647				265,999
Weighted average number of common shares, OP/DownREIT Units, and common stock
equivalents outstanding - diluted			292,504				270,863
Impact of adjustments to FFO:
Acquisition-related costs/(fees), including joint ventures		$	-			$	199
Texas Joint Venture promote and disposition fee income (2)			-				(9,633	)
Long-term incentive plan transition costs			323				854
Net gain on the sale of non-depreciable real estate owned (5)			(1,685	)			-
Casualty-related (recoveries)/charges, including joint ventures, net (4)			1,126				996
		$	(236	)		$	(7,584	)
FFO as Adjusted attributable to common stockholders and unitholders, diluted		$	125,672			$	108,387
FFO as Adjusted per common share and unit, diluted		$	0.43			$	0.40
Recurring capital expenditures			(6,961	)			(7,243	)
AFFO attributable to common stockholders and unitholders		$	118,711			$	101,144
AFFO per common share and unit, diluted		$	0.41			$	0.37
(1) See Attachment 16 for definitions and other terms.
(2) In January 2015, the eight communities held by the Texas Joint Venture were sold, generating proceeds to UDR of $43.5 million. The Company recorded promote and dispositionfee income of approximately $9.6 million and a gain of approximately $59.1 million in connection with the sale during the three months ended March 31, 2015.
(3) Series E preferred shares are dilutive for purposes of calculating FFO per share. Consequently, distributions to Series E preferred shareholders are added to FFO and the weightedaverage number of shares are included in the denominator when calculating FFO per common share and unit, diluted.
(4) Casualty-related charges for the three months ended March 31, 2016 include $1.1 million related to UDR's share of the 717 Olympic casualty, which is included in income/(loss) fromunconsolidated entities in Attachment 1.
(5) The GAAP gain for the three months ended March 31, 2016 is $3.1 million, of which $1.7 million is FFO gain related to the sale of two land parcels. The FFO gain is backed out forFFO as Adjusted.

Attachment 3
UDR, Inc.
Consolidated Balance Sheets (1)
(Unaudited)
			March 31,				December 31,
In thousands, except share and per share amounts				2016				2015
ASSETS
Real estate owned:
Real estate held for investment			$	9,000,652			$	9,053,599
Less: accumulated depreciation				(2,743,461	)			(2,646,044	)
Real estate held for investment, net				6,257,191				6,407,555
Real estate under development
(net of accumulated depreciation of $0 and $0)				196,402				124,072
Real estate held for disposition
(net of accumulated depreciation of $802 and $830)				31,744				11,775
Total real estate owned, net of accumulated depreciation				6,485,337				6,543,402
Cash and cash equivalents				3,668				6,742
Restricted cash				21,030				20,798
Notes receivable, net				16,694				16,694
Investment in and advances to unconsolidated joint ventures, net				944,864				938,906
Other assets				129,975				137,302
Total assets			$	7,601,568			$	7,663,844
LIABILITIES AND EQUITY
Liabilities:
Secured debt			$	1,374,670			$	1,376,945
Unsecured debt				2,037,155				2,193,850
Real estate taxes payable				16,147				18,786
Accrued interest payable				28,589				29,162
Security deposits and prepaid rent				35,995				36,330
Distributions payable				86,963				80,368
Accounts payable, accrued expenses, and other liabilities				77,676				81,356
Total liabilities				3,657,195				3,816,797
Redeemable noncontrolling interests in the OP and DownREIT Partnership				970,620				946,436
Equity:
Preferred stock, no par value; 50,000,000 shares authorized
2,796,903 shares of 8.00% Series E Cumulative Convertible issued
and outstanding (2,796,903 shares at December 31, 2015)				46,457				46,457
16,452,496 shares of Series F outstanding (16,452,496 shares
at December 31, 2015)				1				1
Common stock, $0.01 par value; 350,000,000 shares authorized
267,137,288 shares issued and outstanding (261,844,521 shares at December 31, 2015)				2,671				2,618
Additional paid-in capital				4,620,946				4,447,816
Distributions in excess of net income				(1,685,173	)			(1,584,459	)
Accumulated other comprehensive income/(loss), net				(12,035	)			(12,678	)
Total stockholders' equity				2,972,867				2,899,755
Noncontrolling interests				886				856
Total equity				2,973,753				2,900,611
Total liabilities and equity			$	7,601,568			$	7,663,844
(1) See Attachment 16 for definitions and other terms.

Attachment 4(C)

UDR, Inc.

Selected Financial Information (1)

(Unaudited)

Quarter Ended

Coverage Ratios

March 31, 2016

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

$

10,393

Adjustments (includes continuing and discontinued operations):

Interest expense

31,104

Real estate depreciation and amortization

105,339

Real estate depreciation and amortization on unconsolidated joint ventures

10,350

Other depreciation and amortization

1,553

Noncontrolling interests

1,211

Income tax expense/(benefit)

(403

)

EBITDA

$

159,547

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

(3,070

)

Long-term incentive plan transition costs

323

Casualty-related (recoveries)/charges, including joint ventures, net

1,126

EBITDA - adjusted for non-recurring items

$

157,926

Annualized EBITDA - adjusted for non-recurring items

$

631,704

Interest expense

$

31,104

Capitalized interest expense

4,203

Total interest

$

35,307

Preferred dividends

$

929

Total debt

$

3,411,825

Cash

3,668

Net debt

$

3,408,157

Interest Coverage Ratio

4.52x

Fixed Charge Coverage Ratio

4.40x

Interest Coverage Ratio - adjusted for non-recurring items

4.47x

Fixed Charge Coverage Ratio - adjusted for non-recurring items

4.36x

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

5.4x

Debt Covenant Overview

Unsecured Line of Credit Covenants (2)

Required

Actual

Compliance

Maximum Leverage Ratio

≤60.0%

33.6%

(2)

Yes

Minimum Fixed Charge Coverage Ratio

≥1.5

3.5

Yes

Maximum Secured Debt Ratio

≤40.0%

17.6%

Yes

Minimum Unencumbered Pool Leverage Ratio

≥150.0%

400.7%

Yes

Senior Unsecured Note Covenants (3)

Required

Actual

Compliance

Debt as a percentage of Total Assets

≤60.0%

33.1%

(3)

Yes

Consolidated Income Available for Debt Service to Annual Service Charge

≥1.5

4.8

Yes

Secured Debt as a percentage of Total Assets

≤40.0%

13.3%

Yes

Total Unencumbered Assets to Unsecured Debt

≥150.0%

346.3%

Yes

Securities Ratings

Debt

Preferred

Outlook

Moody's Investors Service

Baa1

Baa2

Stable

Standard & Poor's

BBB+

BB+

Stable

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

(2) As defined in our credit agreement dated October 20, 2015.

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

Attachment 16(D)
UDR, Inc.
Definitions and Reconciliations
March 31, 2016
(Unaudited)
All guidance is based on current expectations of future economic conditions and the judgment of the Company's management team.The following reconciles from GAAP net income/(loss) per share for full year 2016 and second quarter of 2016 to forecasted FFO,FFO as Adjusted and AFFO per share and unit:
					Full Year 2016
					Low				High
Forecasted earnings per diluted share					$	0.35			$	0.42
Conversion from GAAP share count						(0.16	)			(0.17	)
Depreciation						1.56				1.56
Noncontrolling interests						(0.01	)			(0.01	)
Preferred dividends						0.01				0.01
Forecasted FFO per diluted share and unit					$	1.75			$	1.81
Disposition-related FFO						(0.01	)			(0.01	)
Long-term incentive plan transition costs						0.01				0.01
Forecasted FFO as Adjusted per diluted share and unit					$	1.75			$	1.81
Recurring capital expenditures						(0.16	)			(0.16	)
Forecasted AFFO per diluted share and unit					$	1.59			$	1.65
					2Q 2016
					Low				High
Forecasted earnings per diluted share					$	0.08			$	0.10
Conversion from GAAP share count						(0.04	)			(0.04	)
Depreciation						0.39				0.39
Noncontrolling interests						-				-
Preferred dividends						-				-
Forecasted FFO per diluted share and unit					$	0.43			$	0.45
Disposition-related FFO						-				-
Long-term incentive plan transition costs						-				-
Forecasted FFO as Adjusted per diluted share and unit					$	0.43			$	0.45
Recurring capital expenditures						(0.04	)			(0.04	)
Forecasted AFFO per diluted share and unit					$	0.39			$	0.41

View source version on businesswire.com: http://www.businesswire.com/news/home/20160425006443/en/

UDR, Inc.
Shelby Noble, 720-922-6082

Source: UDR, Inc.

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