e10vq

UNITED DOMINION REALTY TRUST, INC.

/s/ Scott A. Shanaberger

Name: Scott A. Shanaberger
Title: Senior Vice President, Chief Accounting
Officer and Assistant Secretary

EXHIBIT 10.1

AGREEMENT

This Agreement (this “Agreement”) is made effective as of November 7, 2005 (the “Effective Date”) by and between United Dominion Realty Trust, Inc., a Maryland corporation (“Company”), and Thomas W. Toomey (“Executive”).

RECITALS

WHEREAS, the Company has leased a Raytheon Hawker 800XP civil aircraft bearing United States Registration Number N526XP (to be changed to N837RE) Serial Number 258526 (the” Aircraft”) pursuant to the terms of that certain Aircraft Lease, dated as of June 24, 2005 (the “Aircraft Lease”) between the Company and Wells Fargo Bank Northwest, National Association (“Lessor”); and

WHEREAS, the Company has entered into an Aircraft Management Agreement, dated as of June 1, 2005 between the Company and The Air Group, Inc., for The Air Group, Inc. to provide a fully qualified flight crew to operate the Aircraft; and

WHEREAS, Executive is Chief Executive Officer and President of the Company; and

WHEREAS, the Company agrees to provide the Aircraft to Executive and Executive desires to lease the Aircraft from the Company from time to time on the basis defined in Section 91.501(c) (1) of the Federal Aviation Regulations (“FARs”).

NOW, THEREFORE, in consideration of the foregoing, and the other promises contained herein, the parties, intending to be legally bound hereby, agree as follows:

1. Lease of Aircraft. The Company agrees to lease the Aircraft to Executive on a non-exclusive basis from time to time as mutually agreed between the parties pursuant to the provisions of FAR 91.501(c)(1) and to provide a fully qualified flight crew for all operations conducted under this Agreement. This Agreement and Executive’s rights hereunder are also subject to and expressly subordinate to the terms and conditions of the Aircraft Management Agreement.

2. Term and Termination. This Agreement shall be effective on the date set forth above and, subject to the provisions of Section 13 of this Agreement, shall remain in effect until terminated by either party upon ten (10) days prior written notice to the other (the “Term”); provided however this Agreement shall automatically terminate upon the earlier of: (a) the date of termination of the Aircraft Lease; or (b) the date that Executive is no longer employed by the Company.

3. Executive’s Payment Obligations. Executive shall pay to the Company for each flight conducted under this Agreement a lease fee (“Lease Fee”) equal to the actual expenses of each specific flight as authorized by FAR Part 91.501(d). Such actual expenses shall include:

	•		Average weighted cost of fuel, oil, lubricants, and other additives;

	•		Travel expenses of the crew, including food, lodging and ground transportation;

	•		Hangar and tie-down costs away from the Aircraft’s base of operation;

	•		Landing fees, airport taxes and similar assessments;

	•		Customs, foreign permits, and similar fees directly related to the flight;

	•		In-flight food and beverages;

	•		Passenger ground transportation;

	•		Trip related maintenance;

	•		Flight planning and weather contract services; and

	•		Repositioning Costs.

4. Invoicing for Flights. The Company will pay all expenses related to the operation of the Aircraft when incurred, and will provide an invoice to Executive for the Lease Fee determined in accordance with paragraph 2 above on the last day of the month in which any flight or flights for the account of Executive have been made under this Agreement. Executive shall pay the Company the invoice, together with applicable taxes, within thirty (30) days of receipt of the invoice.

5. Taxes. The amounts to be paid by Executive under FAR Part 91.501(d) are subject to a Federal Excise Tax as imposed under I.R.C. Section 4261. It is the responsibility of the Company to collect and remit the tax on the amounts paid. The Company is responsible for all other state or federal taxes that may arise under this Agreement.

6. Requests for Flights. Executive will provide the Company with requests for flight time and proposed flight schedules as far in advance of any given flight as possible, and in any case, at least two (2) business days in advance of Executive’s planned departure (unless the Company agrees to a shorter notice in a particular case in its discretion). Requests for flight time shall be in a form, whether written or oral, mutually convenient to, and agreed upon by the parties. In addition to the proposed schedules and flight times, Executive shall provide at least the following information for each proposed flight prior to scheduled departure as required by the Company or the Company’s flight crew:

(a) proposed departure point;

(b) destination;

(d) the number, name, and relationship to the Executive of anticipated passengers;

(e) the nature and extent of luggage and/or cargo to be carried;

(f) the date and time of return flight, if any; and

(g) any other information concerning the proposed flight that may be pertinent or required by the Company or the Company’s flight crew.

7. Scheduling Flights. The Company shall have final authority over the scheduling of the Aircraft, provided, however, that the Company will use reasonable efforts to accommodate

Executive’s requests and to avoid conflicts in scheduling. It is understood that the Company shall not be obligated to retain or contract for additional flight crew or maintenance personnel or equipment in order to accommodate Executive’s schedule requests.

8. Maintenance of Aircraft. The Company shall be solely responsible for securing maintenance, preventive maintenance and required or otherwise necessary inspections on the Aircraft, and shall take such requirements into account in scheduling the Aircraft. No period of maintenance, preventative maintenance or inspection shall be delayed or postponed for the purpose of scheduling the Aircraft, unless said maintenance or inspection can be safely conducted at a later time in compliance with all applicable laws and regulations, and within the sound discretion of the pilot in command. The pilot in command shall have final and complete authority to cancel any flight for any reason or condition that in his or her judgment would compromise the safety of the flight.

9. Flight Crew. The Company shall ensure that for each flight conducted under this Agreement that the Aircraft will be under the command of a qualified flight crew. All flight operations by or on behalf of Executive under this Agreement shall be conducted under Part 91 of the FAR. The Company shall have and exercise exclusive operational control of the Aircraft during all phases of all flights under this Agreement, including, without limitation, all flights during which Executive, and/or his guests, designees, or property are on-board the Aircraft.

10. Safety of Flights. In accordance with applicable FARs, the qualified flight crew provided by the Company will exercise all of its duties and responsibilities in regard to the safety of each flight conducted hereunder. Executive specifically agrees that the flight crew, in its sole discretion, may terminate any flight, refuse to commence any flight, or take other action that in the considered judgment of the pilot in command is necessitated by considerations of safety. No such action of the pilot in command shall create or support any liability for loss, injury, damage or delay to Executive or any other person. The parties further agree that the Company shall not be liable for delay or failure to furnish the Aircraft and crew pursuant to this Agreement for any reason whatsoever.

11. Hull and Liability Insurance.

(a) The Company, at its sole cost, shall maintain in effect during the Term liability insurance covering public liability, property damage, including passenger legal liability and the all risk hull and engine insurance in at least the amount required under the Aircraft Management Agreement between the Company and The Air Group, Inc. or the Aircraft Lease. The Company’s insurance shall be primary and without right of contribution from any insurance of Executive.

(b) The Company will provide such additional insurance coverage as Executive shall request or require, provided, however, that the cost of such additional insurance shall be borne by Executive as set forth in paragraph 2.

12. Representations of Executive.

(a) Executive warrants that:

(i) He will use the Aircraft for and on account of his own business or personal use only, and will not use the Aircraft for the purpose of providing transportation of passengers or cargo in air commerce for compensation or hire;

(ii) He will refrain from incurring any mechanics or other lien in connection with inspection, preventative maintenance, maintenance or storage of the Aircraft, whether permissible or impermissible under this Agreement, nor shall there be any attempt by Executive to convey, mortgage, assign, lease or any way alienate the Aircraft or create any kind of lien or security interest involving the Aircraft or do anything or take any action that might mature into such a lien; and

(iii) During the term of this Agreement, he will, and will cause any passengers in his party to, abide by and conform to all such laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the operation and use of the Aircraft by a lessee.

(b) Executive hereby acknowledges and agrees that all rights of Executive under this Agreement with respect to the Raytheon Hawker 800XP aircraft bearing FAA registration number N526XP (to be changed to N837RE) and manufacturer’s serial number 258526, are and will be subject and expressly subordinate to the terms and conditions of the Aircraft Lease and the rights of the Lessor contained therein. Notwithstanding anything to the contrary contained herein, this Agreement shall terminate, or be canceled, at the option of the Lessor, upon written notice to Executive upon the occurrence of an Event of Default (as such term is defined in the Aircraft Lease).

13. Risk of Loss. The Company assumes and shall bear the entire risk of loss, theft, confiscation, damage to, or destruction of the Aircraft. The Company shall release, indemnify, defend and hold harmless the Executive and his heirs, executors and personal representatives from and against any and all losses, liabilities, claims, judgments, damages, fines, penalties, deficiencies and expenses (including, without limitation, reasonable attorneys fees and expenses) incurred or suffered by Executive on account of a claim or action made or instituted by a third person arising out of or resulting from operations of the Aircraft hereunder and/or any services provided by the Company to Executive hereunder, except to the extent attributable to the gross negligence or willful misconduct of Executive or his guests on the Aircraft.

14. Aircraft Base. For purposes of this Agreement, the permanent base of operation of the Aircraft shall be Centennial Airport, Englewood, Colorado.

15. No Assignment. Neither this Agreement nor any party’s interest herein shall be assignable to any other party whatsoever. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and their respective heirs, representatives and successors.

16. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the Aircraft as set forth herein.

17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Colorado.

INSTRUCTIONS FOR COMPLIANCE WITH “TRUTH IN LEASING”
REQUIREMENTS

1. Mail a copy of the lease to the following address via certified mail, return receipt requested, immediately upon execution of the lease (14 C.F.R. 91.23 requires that the copy be sent within twenty-four hours after it is signed):

Federal Aviation Administration
Aircraft Registration Branch
ATTN: Technical Section
P. O. Box 25724
Oklahoma City, Oklahoma 73125

2. Telephone the nearest Flight Standards District Office at least forty-eight hours prior to the first flight under this lease.

3. Carry a copy of the lease in the aircraft at all times.

EX-12 4 d29999exv12.htm COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES exv12

Exhibit 12

Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

(Dollars in thousands)


			Three Months Ended						Nine Months Ended
			September 30,						September 30,

			2005			2004			2005			2004

Income before discontinued operations, net of minority interests			$	3,183		$	3,534		$	14,147		$	20,488
Add:
	Portion of rents representative of the interest factor			167			159			496			470
	Minority interests			(77	)		(171	)		250			199
	Loss on early debt retirement			—			—			6,785			—
	Interest on indebtedness from continuing operations			41,331			29,780			119,347			87,555

		Earnings	$	44,604		$	33,302		$	141,025		$	108,712

Fixed charges and preferred stock dividend:
	Interest on indebtedness from continuing operations		$	41,331		$	29,780		$	119,347		$	87,555
	Capitalized interest			353			212			988			692
	Portion of rents representative of the interest factor			167			159			496			470

		Fixed charges		41,851			30,151			120,831			88,717

Add:
	Preferred stock dividend			3,842			5,094			11,527			15,271
	Accretion of preferred stock			—			1,562			—			4,687

		Preferred stock dividend		3,842			6,656			11,527			19,958

		Combined fixed charges and preferred stock dividend	$	45,693		$	36,807		$	132,358		$	108,675

Ratio of earnings to fixed charges				1.07	x		1.10	x		1.17	x		1.23	x
Ratio of earnings to combined fixed charges and preferred stock dividend				—			—			1.07	x		1.00	x

For the three months ended September 30, 2005 and 2004, the ratio of earnings to combined fixed charges and preferred stock dividend was deficient of achieving a 1:1 ratio by $1.1 million and $3.5 million, respectively.

EX-31.1 5 d29999exv31w1.htm RULE 13A-14(A) CERTIFICATION OF THE CEO exv31w1

Exhibit 31.1

CERTIFICATION

I, Thomas W. Toomey, Chief Executive Officer and President of United Dominion Realty Trust, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of United Dominion Realty Trust, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 9, 2005		/s/ Thomas W. Toomey

		Thomas W. Toomey
		Chief Executive Officer and President

EX-31.2 6 d29999exv31w2.htm RULE 13A-14(A) CERTIFICATION OF THE CFO exv31w2

Exhibit 31.2

CERTIFICATION

I, Christopher D. Genry, Executive Vice President — Corporate Strategy and Chief Financial Officer of United Dominion Realty Trust, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of United Dominion Realty Trust, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: November 9, 2005		/s/ Christopher D. Genry

		Christopher D. Genry
		Executive Vice President — Corporate Strategy and Chief Financial Officer

EX-32.1 7 d29999exv32w1.htm SECTION 1350 CERTIFICATION OF THE CEO exv32w1

Exhibit 32.1

CERTIFICATION

In connection with the periodic report of United Dominion Realty Trust, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2005, as filed with the Securities and Exchange Commission (the “Report”), I, Thomas W. Toomey, Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.


Date: November 9, 2005		/s/ Thomas W. Toomey

		Thomas W. Toomey
		Chief Executive Officer and President

EX-32.2 8 d29999exv32w2.htm SECTION 1350 CERTIFICATION OF THE CFO exv32w2

Exhibit 32.2

CERTIFICATION

In connection with the periodic report of United Dominion Realty Trust, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2005, as filed with the Securities and Exchange Commission (the “Report”), I, Christopher D. Genry, Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.


Date: November 9, 2005		/s/ Christopher D. Genry

		Christopher D. Genry
		Executive Vice President — Corporate Strategy and Chief Financial Officer

-----END PRIVACY-ENHANCED MESSAGE-----


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended September 30, 2005

or

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from to


Maryland		54-0857512
(State or other jurisdiction of incorporation of organization)		(I.R.S. Employer Identification No.)


		Page

PART I — FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (unaudited)		2
	Consolidated Balance Sheets as of September 30, 2005 and December 31, 2004		2
	Consolidated Statements of Operations for the three and nine months ended September 30, 2005 and 2004		3
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2005 and 2004		4
	Consolidated Statement of Stockholders’ Equity for the nine months ended September 30, 2005		5
	Notes to Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		28
Item 4.	Controls and Procedures		28
PART II — OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		30
Item 5.	Other Information		30
Item 6.	Exhibits		30
	Signatures		31


			September 30,			December 31,
			2005			2004

ASSETS
Real estate owned:
	Real estate held for investment		$	5,215,424		$	4,805,630
		Less: accumulated depreciation		(1,069,858	)		(924,509	)

				4,145,566			3,881,121
	Real estate under development			102,982			64,921
	Real estate held for disposition (net of accumulated depreciation of $6,836 and $83,378)			51,669			289,367

	Total real estate owned, net of accumulated depreciation			4,300,217			4,235,409
Cash and cash equivalents				5,480			7,904
Restricted cash				4,418			6,086
Deferred financing costs, net				26,540			25,151
Investment in unconsolidated development joint venture				(124	)		458
Funds held in escrow from 1031 exchanges pending the acquisition of real estate				—			17,039
Note receivable				95,945			5,000
Other assets				45,532			34,127
Other assets — real estate held for disposition				2,421			827

	Total assets		$	4,480,429		$	4,332,001


LIABILITIES AND STOCKHOLDERS’ EQUITY
Secured debt			$	1,110,855		$	1,186,140
Secured debt — real estate held for disposition				—			11,784
Unsecured debt				1,945,672			1,682,058
Real estate taxes payable				36,679			28,410
Accrued interest payable				21,789			18,773
Security deposits and prepaid rent				25,077			24,181
Distributions payable				45,876			44,624
Accounts payable, accrued expenses, and other liabilities				49,845			49,781
Other liabilities — real estate held for disposition				16,340			7,206

	Total liabilities			3,252,133			3,052,957
Minority interests				76,461			83,593
Stockholders’ equity:
Preferred stock, no par value; 50,000,000 shares authorized
	5,416,009 shares 8.60% Series B Cumulative Redeemable issued and outstanding (5,416,009 in 2004)			135,400			135,400
	2,803,812 shares 8.00% Series E Cumulative Convertible issued and outstanding (2,803,812 in 2004)			46,571			46,571
Common stock, $0.01 par value ($1.00 par value in 2004); 250,000,000 shares authorized; 137,193,552 shares issued and outstanding (136,429,592 in 2004)				1,372			136,430
Additional paid-in capital				1,757,936			1,614,916
Distributions in excess of net income				(784,307	)		(731,808	)
Deferred compensation — unearned restricted stock awards				(5,137	)		(6,058	)

	Total stockholders’ equity			1,151,835			1,195,451

Total liabilities and stockholders’ equity			$	4,480,429		$	4,332,001


			Three Months Ended						Nine Months Ended
			September 30,						September 30,

			2005			2004			2005			2004

REVENUES
	Rental income		$	172,514		$	142,590		$	504,451		$	417,448
	Non-property income:
		Sale of technology investment		—			—			12,306			—
		Other income		2,319			807			2,976			2,213

				2,319			807			15,282			2,213

		Total revenues		174,833			143,397			519,733			419,661

EXPENSES
	Rental expenses:
		Real estate taxes and insurance		21,233			15,740			60,387			48,903
		Personnel		18,379			15,545			52,206			43,682
		Utilities		10,122			8,911			29,263			25,604
		Repair and maintenance		11,068			9,611			31,723			26,833
		Administrative and marketing		6,122			5,010			17,653			14,579
		Property management		4,771			4,413			14,428			13,163
		Other operating expenses		291			289			870			850
	Real estate depreciation and amortization			52,791			40,567			153,810			116,556
	Interest			41,331			29,780			119,347			87,555
	General and administrative			4,913			3,853			16,822			13,235
	Hurricane related expenses			—			5,503			—			5,503
	Loss on early debt retirement			—			—			6,785			—
	Other depreciation and amortization			706			812			2,042			2,511

		Total expenses		171,727			140,034			505,336			398,974

Income before minority interests and discontinued operations				3,106			3,363			14,397			20,687
Minority interests of outside partnerships				22			(52	)		(89	)		(166	)
Minority interests of unitholders in operating partnerships				55			223			(161	)		(33	)

Income before discontinued operations, net of minority interests				3,183			3,534			14,147			20,488
Income from discontinued operations, net of minority interests				11,952			24,282			68,371			51,150

Net income				15,135			27,816			82,518			71,638
Distributions to preferred stockholders — Series B				(2,911	)		(2,911	)		(8,733	)		(8,733	)
Distributions to preferred stockholders — Series D (Convertible)				—			(1,045	)		—			(3,125	)
Distributions to preferred stockholders — Series E (Convertible)				(931	)		(1,138	)		(2,794	)		(3,413	)
Premium on preferred stock conversions				—			(1,562	)		—			(4,687	)

Net income available to common stockholders			$	11,293		$	21,160		$	70,991		$	51,680

Earnings per weighted average common share — basic:
	(Loss)/income from continuing operations available to common stockholders, net of minority interests		$	(0.01	)	$	(0.02	)	$	0.02		$	0.01
	Income from discontinued operations, net of minority interests		$	0.09		$	0.19		$	0.50		$	0.40
	Net income available to common stockholders		$	0.08		$	0.17		$	0.52		$	0.41
	Weighted average number of common shares outstanding			136,392			127,182			136,231			127,099
Earnings per weighted average common share — diluted:
	(Loss)/income from continuing operations available to common stockholders, net of minority interests		$	(0.01	)	$	(0.02	)	$	0.02		$	—
	Income from discontinued operations, net of minority interests		$	0.09		$	0.19		$	0.50		$	0.40
	Net income available to common stockholders		$	0.08		$	0.17		$	0.52		$	0.40
	Weighted average number of common shares outstanding			136,392			127,182			137,194			128,063
Common distributions declared per share			$	0.3000		$	0.2925		$	0.9000		$	0.8775


																Deferred
		Preferred Stock				Common Stock							Distributions in			Compensation –
											Paid-in		Excess of			Unearned Restricted
		Shares		Amount		Shares		Amount			Capital		Net Income			Stock Awards			Total

Balance, December 31, 2004			8,219,821	$	181,971		136,429,592	$	136,430		$	1,614,916	$	(731,808	)	$	(6,058	)	$	1,195,451

Comprehensive Income
	Net income													82,518						82,518

	Comprehensive income													82,518						82,518

	Issuance of common shares and restricted stock						670,975		680			5,210								5,890
	Adjustment for change in par value from $1.00 to $0.01								(135,822	)		135,822								—
	Adjustment for conversion of minority interests of unitholders in operating partnerships						92,985		84			1,298								1,382
	Adjustment for conversion of minority interests in Series B LLC											690								690
	Common stock distributions declared ($0.9000 per share)													(123,490	)					(123,490	)
	Preferred stock distributions declared — Series B ($1.6125 per share)													(8,733	)					(8,733	)
	Preferred stock distributions declared — Series E ($0.9966 per share)													(2,794	)					(2,794	)
	Amortization of deferred compensation																921			921

Balance, September 30, 2005			8,219,821	$	181,971		137,193,552	$	1,372		$	1,757,936	$	(784,307	)	$	(5,137	)	$	1,151,835


					Weighted				Number of
	Principal Outstanding				Average		Weighted Average		Communities
					Interest Rate		Years to Maturity		Encumbered
	September 30,		December 31,
	2005		2004		2005		2005		2005

Fixed Rate Debt
Mortgage notes payable	$	360,132	$	428,223		5.33%		5.7		14
Tax-exempt secured notes payable		26,595		39,160		5.85%		19.4		3
Fannie Mae credit facilities		288,875		288,875		6.40%		5.4		9

Total fixed rate secured debt		675,602		756,258		5.81%		6.1		26
Variable Rate Debt
Mortgage notes payable		60,014		45,758		4.80%		5.6		4
Tax-exempt secured note payable		7,770		7,770		2.72%		22.8		1
Fannie Mae credit facilities		367,469		367,469		4.22%		7.0		47
Freddie Mac credit facility		—		20,669		n/a		n/a		n/a

Total variable rate secured debt		435,253		441,666		4.27%		7.1		52

Total secured debt	$	1,110,855	$	1,197,924		5.21%		6.5		78


					Total
	Fixed Rate		Variable Rate		Secured
Year	Maturities		Maturities		Maturities

2005	$	1,202	$	298	$	1,500
2006		32,025		4,832		36,857
2007		81,595		1,187		82,782
2008		9,146		16,282		25,428
2009		4,578		—		4,578
Thereafter		547,056		412,654		959,710

	$	675,602	$	435,253	$	1,110,855


		2005		2004

Commercial Banks
	Borrowings outstanding under an unsecured credit facility due May 2008(a)	$	313,100	$	278,100
Senior Unsecured Notes — Other
	7.73% Medium-Term Notes due April 2005		—		21,100
	7.02% Medium-Term Notes due November 2005		49,760		49,760
	Verano Construction Loan due February 2006		24,820		24,820
	7.95% Medium-Term Notes due July 2006		85,374		85,374
	7.07% Medium-Term Notes due November 2006		25,000		25,000
	7.25% Notes due January 2007		92,255		92,255
	4.30% Medium-Term Notes due July 2007		75,000		75,000
	4.50% Medium-Term Notes due March 2008		200,000		200,000
	ABAG Tax-Exempt Bonds due August 2008		46,700		46,700
	8.50% Monthly Income Notes due November 2008		29,081		29,081
	4.25% Medium-Term Notes due January 2009		50,000		50,000
	6.50% Notes due June 2009		200,000		200,000
	3.90% Medium-Term Notes due March 2010		50,000		50,000
	5.00% Medium-Term Notes due January 2012		100,000		100,000
	5.13% Medium-Term Notes due January 2014		200,000		200,000
	5.25% Medium-Term Notes due January 2015		250,000		100,000
	5.25% Medium-Term Notes due January 2016		100,000		—
	8.50% Debentures due September 2024		54,118		54,118
	Other(b)		464		750

			1,632,572		1,403,958

	Total Unsecured Debt	$	1,945,672	$	1,682,058


(a)		During the second quarter of 2005, United Dominion amended and restated its $500 million unsecured revolving credit facility and extended the term an additional two years. The credit facility matures on May 31, 2008, and at United Dominion’s option, can be extended for an additional year. United Dominion has the right to increase the credit facility to $750 million if the initial lenders increase their commitments or we receive commitments from additional lenders. Based on United Dominion’s current credit ratings, the credit facility bears interest at a rate equal to LIBOR plus 57.5 basis points, which represents a 12.5 basis point reduction to the previous unsecured revolver, and the facility fee was reduced from 20 basis points to 15 basis points. Under a competitive bid feature and for so long as United Dominion maintains an Investment Grade Rating, United Dominion has the right to bid out 100% of the commitment amount.

(b)		Represents deferred gains from the termination of interest rate risk management agreements.


	i. determining the amount by which the cumulative total return of United Dominion’s common stock over the measurement period exceeds the Minimum Return (such excess being the “Excess Return”);

	ii. multiplying 2% of the Excess Return by United Dominion’s market capitalization (defined as the average number of shares outstanding over the 36-month period, including common stock, OP Units, and common stock equivalents) multiplied by the daily closing price of United Dominion’s common stock, up to a maximum of 1% of market capitalization; and

	iii. dividing the number obtained in (ii) by the market value of one share of United Dominion’s common stock on the valuation date, determined by the volume-weighted average price per day of common stock for the 20 trading days immediately preceding the valuation date.


Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


										Three Months Ended					Nine Months Ended
	As of September 30, 2005									September 30, 2005					September 30, 2005

	Number of		Number of		Percentage of			Carrying		Average			Average Collections		Average			Average Collections
	Apartment		Apartment		Carrying			Value		Physical			per Occupied		Physical			per Occupied
	Communities		Homes		Value			(in thousands)		Occupancy			Home(a)		Occupancy			Home(a)

Southern California		26		7,017		19.7	%	$	1,057,466		94.0	%	$	1,234		93.6	%	$	1,170
Northern California		8		2,274		5.3	%		285,962		94.7	%		1,150		94.3	%		1,057
Metropolitan DC		8		2,532		4.8	%		258,568		93.5	%		1,003		93.8	%		994
Tampa, FL		12		4,314		4.7	%		252,495		93.5	%		793		94.5	%		787
Houston, TX		16		5,447		4.7	%		250,293		93.8	%		621		93.3	%		620
Orlando, FL		14		4,140		4.1	%		221,435		96.4	%		776		95.8	%		756
Raleigh, NC		11		3,663		4.0	%		215,941		93.1	%		645		93.6	%		644
Baltimore, MD		10		2,118		3.1	%		167,509		96.4	%		970		96.1	%		954
Columbus, OH		6		2,530		2.9	%		158,580		91.7	%		676		92.2	%		673
Nashville, TN		9		2,580		2.9	%		155,180		94.9	%		697		95.0	%		693
Richmond, VA		9		2,636		2.8	%		151,581		94.8	%		778		93.1	%		813
Monterey Peninsula, CA		7		1,568		2.6	%		139,726		93.6	%		917		92.2	%		913
Seattle, WA		7		1,859		2.6	%		138,157		92.6	%		785		93.3	%		691


(a)		Average Collections per Occupied Home represents net rental income plus fee income, excluding utility reimbursements, divided by occupancy and multiplied by the number of apartment homes.


		Nine Months Ended September 30,						Nine Months Ended September 30,
		(dollars in thousands)						(per home)

		2005		2004		% Change		2005		2004		% Change

Turnover capital expenditures		$	14,263	$	12,745		11.9%	$	187	$	168		11.3%
Other recurring capital expenditures			14,972		12,897		16.1%		196		170		15.3%

	Total recurring capital expenditures		29,235		25,642		14.0%		383		338		13.3%
Revenue enhancing improvements			56,311		25,322		122.4%		739		334		121.3%
Major renovations			11,312		313		3514.1%		148		5		2860.0%

	Total capital improvements	$	96,858	$	51,277		88.9%	$	1,270	$	677		87.9%

Repair and maintenance		$	33,365	$	31,400		6.3%	$	438	$	414		5.8%

	Total expenditures	$	130,223	$	82,677		57.5%	$	1,708	$	1,091		56.7%


Item 1.	FINANCIAL STATEMENTS


1.	CONSOLIDATION AND BASIS OF PRESENTATION


2.	REAL ESTATE HELD FOR INVESTMENT


3.	INCOME FROM DISCONTINUED OPERATIONS


	Number of		Completed		Cost to		Budgeted		Estimated		Expected
	Apartment		Apartment		Date		Cost		Cost Per		Completion
	Homes		Homes		(In thousands)		(In thousands)		Home		Date

Verano at Town Square Rancho Cucamonga, CA		414		—	$	47,974	$	66,300	$	160,100		1Q06
Mandalay on the Lake Irving, TX		369		—		22,390		30,900		83,700		2Q06
2000 Post Phase III San Francisco, CA		24		—		3,408		9,000		375,000		2Q06
Ridgeview Plano, TX		225		—		4,312		18,000		80,000		3Q06
Lincoln Towne Square — Phase II Plano, TX		303		—		2,959		21,000		69,300		3Q07

		1,335		—	$	81,043	$	145,200	$	108,800


	•	Repaid $132.8 million of secured debt and $21.1 million of unsecured debt, and incurred $8.5 million in prepayment penalties.

	•	Sold $50 million aggregate principal amount of 5.25% senior unsecured notes due January 2015 in February 2005 under our medium-term note program. These notes represent a re-opening of the 5.25% senior unsecured notes due January 2015 that were issued in November 2004, and these notes will constitute a single series of notes. The February 2005 issuance of these notes brought the aggregate principal amount of the 5.25% senior unsecured notes to $150 million. The net proceeds of approximately $50 million were used for debt repayment and to fund the acquisition of apartment communities.

	•	Sold our shares in Rent.com, a leading Internet listing web site in the apartment and rental housing industry, in February 2005. As a result, United Dominion received cash proceeds and recorded a one-time gain of $12.3 million on the sale. As part of the transaction, an additional $0.8 million was placed in escrow and will be recorded as revenue when received.

	•	Sold $50 million aggregate principal amount of 5.25% senior unsecured notes due January 2015 in March 2005 under our medium-term note program. These notes represent a re-opening of the 5.25% senior unsecured notes due January 2015 that were issued in November 2004, and these notes constitute a single series of notes. The March 2005 issuance of these notes brought the aggregate principal amount of the 5.25% senior unsecured notes to $200 million. The net proceeds of approximately $50 million were used for debt repayment and to fund the acquisition of apartment communities.

	•	Sold $50 million aggregate principal amount of 5.25% senior unsecured notes due January 2015 in May 2005 under our medium-term note program. These notes represent a re-opening of the 5.25% senior unsecured notes due January 2015 that were issued in November 2004, and these notes constitute a single series of notes. The May 2005 issuance of these notes brought the aggregate principal amount of the 5.25% senior unsecured notes to $250 million. The net proceeds of approximately $50 million were used for debt repayment and to fund the acquisition of apartment communities.


	•	Amended and restated our $500 million unsecured revolving credit facility and extended the term an additional two years. The credit facility matures on May 31, 2008, and, at United Dominion’s option, can be extended for an additional year. United Dominion has the right to increase the credit facility to $750 million if the initial lenders increase their commitments or we receive commitments from additional lenders. Based on United Dominion’s current credit ratings, the credit facility bears interest at a rate equal to LIBOR plus 57.5 basis points, which represents a 12.5 basis point reduction to the previous unsecured revolver, and the facility fee was reduced from 20 basis points to 15 basis points. Under a competitive bid feature and for so long as United Dominion maintains an Investment Grade Rating, United Dominion has the right to bid out 100% of the commitment amount.

	•	Elected to convert a $75 million variable rate debt facility to a fixed rate of 4.86% in May 2005. The rate, currently at 4.33%, will float until December 1, 2005, and then convert to a 7-year fixed rate of 4.86%.

	•	Sold $100 million aggregate principal amount of 5.25% medium-term notes due January 2016 in September 2005 under our medium-term note program. The net proceeds of approximately $100 million were used for debt repayment.


	Three Months Ended			Twelve Months Ended
	September 30, 2005			December 31, 2004

Total line of credit	$	500,000		$	500,000
Borrowings outstanding at end of period		313,100			278,100
Weighted average daily borrowings during the period		360,313			127,665
Maximum daily borrowings outstanding during the period		428,900			356,500
Weighted average interest rate during the period		3.8	%		2.0	%
Weighted average interest rate at end of period		4.1	%		2.7	%


	•	an $11.4 million increase in interest expense,

	•	an $8.5 million increase in real estate depreciation and amortization expense,

	•	$7.4 million less in gains recognized from the sale of depreciable property, and

	•	a $1.1 million increase in general and administrative expenses.


	•	$31.4 million more in gains recognized from the sale of depreciable property,

	•	a $30.0 million increase in apartment community operating results,

	•	a $13.1 million increase in non-property income,

	•	a $5.5 million charge recorded for hurricane related expense in 2004,

	•	a $4.7 million decrease in premiums paid on preferred stock conversions, and

	•	$3.7 million less in preferred stock distributions.


	Three Months Ended September 30,								Nine Months Ended September 30,

	2005			2004			% Change		2005			2004			% Change

Property rental income	$	173,175		$	160,399			8.0%	$	522,840		$	478,482			9.3%
Property operating expense*		(67,870	)		(62,864	)		8.0%		(201,048	)		(186,725	)		7.7%

Property operating income	$	105,305		$	97,535			8.0%	$	321,792		$	291,757			10.3%

Weighted average number of homes		74,335			76,149			-2.4%		76,501			76,222			0.4%
Physical occupancy**		94.0	%		93.9	%		0.1%		94.1	%		93.5	%		0.6%


	*	Excludes depreciation, amortization, and property management expenses.


	•	unfavorable changes in apartment market and economic conditions that could adversely affect occupancy levels and rental rates,

	•	the failure of acquisitions to achieve anticipated results,

	•	possible difficulty in selling apartment communities,


	•	the timing and closing of planned dispositions under agreement,

	•	competitive factors that may limit our ability to lease apartment homes or increase or maintain rents,

	•	insufficient cash flow that could affect our debt financing and create refinancing risk,

	•	failure to generate sufficient revenue, which could impair our debt service payments and distributions to stockholders,

	•	development and construction risks that may impact our profitability,

	•	potential damage from natural disasters, including hurricanes and other weather-related events, which could result in substantial costs,

	•	delays in completing developments and lease-ups on schedule,

	•	our failure to succeed in new markets,

	•	changing interest rates, which could increase interest costs and affect the market price of our securities,

	•	potential liability for environmental contamination, which could result in substantial costs,

	•	the imposition of federal taxes if we fail to qualify as a REIT in any taxable year, and

	•	our internal control over financial reporting may not be considered effective which could result in a loss of investor confidence in our financial reports, and in turn have an adverse effect on our stock price.


Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


		United Dominion Realty Trust, Inc. (registrant)


Date: November 9, 2005		/s/ Christopher D. Genry Christopher D. Genry Executive Vice President — Corporate Strategy and Chief Financial Officer


Date: November 9, 2005		/s/ Scott A. Shanaberger Scott A. Shanaberger Senior Vice President and Chief Accounting Officer


Exhibit No.			Description

	2	.1	Articles of Merger between the Company and United Dominion Realty Trust, Inc., a Virginia corporation, filed with the State Department of Assessments and Taxation of the State of Maryland (incorporated by reference to Exhibit 2.01 to the Company’s Current Report on Form 8-K dated and filed with the Commission on June 11, 2003, Commission File No. 1-10524).
	2	.2	Certificate of Correction to Articles of Merger between the Company and United Dominion Realty Trust, Inc., a Virginia corporation, filed with the State Department of Assessments and Taxation of the State of Maryland on March 21, 2005, (incorporated by reference to Exhibit 2.02 to the Company’s Current Report on Form 8-K dated March 17, 2005 and filed with the Commission on March 22, 2005, Commission File No. 1-10524).
	2	.3	Certificate of Correction to Articles of Merger between the Company and United Dominion Realty Trust, Inc., a Virginia corporation, filed with the State Department of Assessments and Taxation of the State of Maryland on July 27, 2005 (incorporated by reference to Exhibit 2.03 to the Company’s Current Report on Form 8-K dated July 27, 2005 and filed with the Commission on August 1, 2005, Commission File No. 1-10524).
	3	.1	Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit A to Exhibit 2.01 to the Company’s Current Report on Form 8-K dated and filed with the Commission on June 11, 2003, Commission File No. 1-10524).
	3	.2	Articles of Amendment to the Amended and Restated Articles of Incorporation filed with the State Department of Assessments and Taxation of the State of Maryland on March 21, 2005 (incorporated by reference to Exhibit 3.03 to the Company’s Current Report on Form 8-K dated March 17, 2005 and filed with the Commission on March 22, 2005, Commission File No. 1-10524).
	3	.3	Articles Supplementary filed with the State Department of Assessments and Taxation of the State of Maryland on March 21, 2005 (incorporated by reference to Exhibit 3.02 to the Company’s Current Report on Form 8-K dated March 17, 2005 and filed with the Commission on March 22, 2005, Commission File No. 1-10524).
	3	.4	Certificate of Correction to Articles of Merger between the Company and United Dominion Realty Trust, Inc., a Virginia corporation, filed with the State Department of Assessments and Taxation of the State of Maryland on March 21, 2005 (see Exhibit 2.2).
	3	.5	Articles Supplementary filed with the State Department of Assessments and Taxation of the State of Maryland on May 4, 2005 (incorporated by reference to Exhibit 3.05 to the Company’s Current Report on Form 8-K dated May 3, 2005 and filed with the Commission on May 9, 2005, Commission File No. 1-10524).
	3	.6	Certificate of Correction to Articles of Merger between the Company and United Dominion Realty Trust, Inc., a Virginia corporation, filed with the State Department of Assessments and Taxation of the State of Maryland on July 27, 2005 (see Exhibit 2.3).
	3	.7	Articles of Amendment filed with the State Department of Assessments and Taxation of the State of Maryland on July 27, 2005 (incorporated by reference to Exhibit 3.07 to the Company’s Current Report on Form 8-K dated July 27, 2005 and filed with the Commission on August 1, 2005, Commission File No. 1-10524).
	3	.8	Articles Supplementary filed with the State Department of Assessments and Taxation of the State of Maryland on July 28, 2005 (incorporated by reference to Exhibit 3.08 to the Company’s Current Report on Form 8-K dated July 27, 2005 and filed with the Commission on August 1, 2005, Commission File No. 1-10524).
	3	.9	Articles of Restatement filed with the State Department of Assessments and Taxation of the State of Maryland on July 29, 2005 (incorporated by reference to Exhibit 3.09 to the Company’s Current Report on Form 8-K dated July 27, 2005 and filed with the Commission on August 1, 2005, Commission File No. 1-10524).
	4	.1	5.25% Medium-Term Note due January 15, 2016, issued September 7, 2005.
	10	.1	Agreement between the Company and Thomas W. Toomey dated November 7, 2005, regarding corporate aircraft.
	12		Computation of Ratio of Earnings to Fixed Charges.


Exhibit No.			Description

	31	.1	Rule 13a-14(a) Certification of the Chief Executive Officer.
	31	.2	Rule 13a-14(a) Certification of the Chief Financial Officer.
	32	.1	Section 1350 Certification of the Chief Executive Officer.
	32	.2	Section 1350 Certification of the Chief Financial Officer.


REGISTERED	CUSIP No.:	PRINCIPAL AMOUNT:
No. FXR-8	91019PCQ3	$100,000,000
UNITED DOMINION REALTY TRUST, INC.

	MEDIUM-TERM NOTE
	(Fixed Rate)

ORIGINAL ISSUE	INTEREST RATE: 5.25%	STATED MATURITY DATE:
September 7, 2005		DATE: January 15, 2016

INTEREST PAYMENT DATE(S)	o CHECK IF DISCOUNT NOTE
þ January 15 and July 15,	Issue Price: %
commencing January 15, 2006
o Other:

INITIAL REDEMPTION	INITIAL REDEMPTION	ANNUAL REDEMPTION
DATE: See Addendum	PERCENTAGE: See Addendum	PERCENTAGE
		REDUCTION: See Addendum

OPTIONAL REPAYMENT
DATE(S): See Addendum

SPECIFIED CURRENCY:	AUTHORIZED DENOMINATION:	EXCHANGE RATE
þ United States dollars	þ $1,000 and integral	AGENT: N/A
o Other:	multiples thereof
	o Other:

ADDENDUM ATTACHED	DEFAULT INTEREST RATE: N/A	OTHER/ADDITIONAL
		PROVISIONS: N/A
þ Yes o No


By		/s/ Mary Ellen Norwood

		Name: Mary Ellen Norwood
		Title: Vice President and Secretary


By	/s/ Sarah A. McMahon	Authentication Date: September 7, 2005

	Authorized Signatory


TEN	- as tenants in common	UNIF GIFT MIN ACT	- ____________Custodian
COM			________________
TEN ENT	- as tenants by the entireties		(Cust) (Minor)
JT TEN	- as joint tenants with right of		under Uniform Gifts to Minors Act
			_________________________
	survivorship and not as		(State)
	tenants
	in common