8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 8, 2010

UDR, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Maryland	1-10524	54-0857512
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado		80129
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (720) 283-6120

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On November 8, 2010, UDR, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2010. A copy of the press release is furnished as Exhibit 99.1 to this report. The information contained in Exhibit 99.1 is being furnished to, but not filed with, the Securities and Exchange Commission.

Item 8.01 Other Events.

On November 8, 2010, UDR, Inc. issued a press release announcing that it has entered into a strategic partnership with MetLife. UDR, Inc. has acquired The Hanover Company’s interests in the existing Hanover/MetLife Master Limited Partnership. The joint venture currently owns a portfolio of 26 operating communities containing 5,748 homes and 11 land parcels with the potential to develop approximately 2,300 additional homes. A copy of the press release is included as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Ex. No. - Description
-------------------------------------------------------------------------------------

99.1 - Press Release dated November 8, 2010 related to earnings.
99.2 - Press Release dated November 8, 2010 related to Hanover/MetLife.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UDR, Inc.
November 8, 2010	By:	David L. Messenger
		Name: David L. Messenger
		Title: Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated November 8, 2010 related to earnings.
99.2	Press Release dated November 8, 2010 related to Hanover/MetLife.

EX-99.1

Exhibit 99.1

Press Release

Contact: H. Andrew Cantor

Phone: 720.283.6083

UDR ANNOUNCES THIRD QUARTER 2010 RESULTS
~Quarterly Same-Store Revenue and Net Operating Income Turn Positive~ ~Completes Over $1
Billion in Capital Activity~

DENVER, CO (November 8, 2010) UDR, Inc. (NYSE: UDR), a leading multifamily real estate investment trust, today announced its third quarter 2010 results.

The Company generated Funds from Operations (FFO) of $46.9 million or $0.27 per diluted share for the quarter ended September 30, 2010, as compared to $28.8 million or $0.18 per diluted share, in the third quarter of 2009. The third quarter results include a one-time, $0.015 per diluted share charge for costs related to acquisitions. Excluding these one-time charges, FFO-Core would have been $0.28 per diluted share. Please see the reconciliation below for further detail.

For the nine-months ended September 30, 2010, UDR generated FFO of $0.81 per diluted share as compared to $0.87 per diluted share for the nine-month period ending September 30, 2009. The 2010 year-to-date results include $0.01 per diluted share charge for storm-related expenses to its Nashville communities and charges for the repurchase of $29.2 million of the Company’s unsecured debt and expenses related to acquisitions. Excluding these one-time items, FFO-Core would have been $0.84 per diluted share. The 2009 year-to-date results include a non-cash equity loss of $0.10 per share on a diluted basis related to the Company’s investment in two of its single-asset unconsolidated joint ventures and a net $0.04 per diluted share benefit associated with the gain on debt extinguishment which was partially offset by the premium paid on the tender offer for $37.5 million of the Company’s bonds. Excluding these one-time items, FFO-Core would have been $0.93 per share diluted. Please see the reconciliation below for further detail.

A reconciliation of FFO follows below:

	Q3 2010			Q3 2009			YTD 2010			YTD 2009
FFO- Core per diluted share	$	0.28		$	0.30		$	0.84		$	0.93
Acquisitions-related costs		(0.015	)		—			(0.016	)		—
Debt gains and tender offer		—			(0.02	)		—			0.04
Storm-related expenses		—			—			(0.004	)		—
Costs associated with debt extinguishment		—			—			(0.007	)		—
Non-cash equity loss		—			(0.10	)		—			(0.10	)
FFO- Reported per diluted share	$	0.27		$	0.18		$	0.81		$	0.87

A reconciliation of FFO to GAAP Net Income can be found on page 10 of the Company’s earnings release.

Tom Toomey, UDR’s President and CEO stated, “UDR’s positive momentum in the first half of the year continued into the third quarter. As a result, we were able to maintain occupancy levels above 95 percent and report our first positive year-over-year same-store revenue and NOI growth since the first quarter of 2009.” Mr. Toomey continued, “We completed $1.2 billion of investment and capital markets activities during the quarter, including $436 million of acquisitions, $735 million of capital markets activities and $21 million of dispositions.”

Operations

Same-store revenue and net operating income both increased 0.1 percent year-over-year. Same-store physical occupancy increased 10 basis points to 95.7 percent as compared to the prior year period. Same-store expenses were flat as higher personnel costs, repairs and maintenance and utility expenses were offset by decreases in administrative and marketing costs and real estate taxes. The rate of turnover decreased to an annualized rate of 64 percent from 67 percent in the third quarter of 2009. Bad debt expense as a percentage of revenues for the third quarter improved to 48 basis points from 57 basis points in the third quarter of 2009.

Summary Same-Store Results Third Quarter 2010 versus Third Quarter 2009

				Expense												Number of
	Revenue Growth/			Growth/			NOI Growth/			% of Same- Store			Same-Store			Same-Store
Region	Decline			Decline			Decline			Portfolio 1			Occupancy2			Homes3
Western		-2.0	%		2.3	%		-3.9	%		43.0	%		95.4	%		14,736
Mid-Atlantic		2.8	%		3.0	%		2.7	%		29.0	%		96.3	%		10,885
Southeastern		0.0	%		-4.5	%		3.0	%		19.9	%		95.3	%		11,652
Southwestern		1.7	%		-4.8	%		6.9	%		8.1	%		95.8	%		4,847
Total		0.1	%		0.0	%		0.1	%		100.0	%		95.7	%		42,120

^1
2 Based on QTD 2010 NOI.
Average same-store occupancy for the quarter.

³ During the third quarter, 42,120 apartment homes, or approximately 87 percent of 48,409 total apartment homes, were classified as same-store. The Company defines same-store as all multifamily communities owned and stabilized for at least one year as of the beginning of the most recent quarter.

For the nine months ended September 30, 2010, the Company’s same-store revenue declined 1.7 percent as compared to the prior year while expenses increased 0.3 percent resulting in a same-store NOI decline of 2.7 percent as compared to the prior year period. Year-over-year occupancy increased by 40 basis points to 95.7 percent.

Summary Same-Store Results YTD 2010 versus YTD 2009

				Expense												Number of
	Revenue Growth/			Growth/			NOI Growth/			% of Same- Store			Same-Store			Same-Store
Region	Decline			Decline			Decline			Portfolio 1			Occupancy2			Homes3
Western		-3.8	%		2.0	%		-6.2	%		43.3	%		95.6	%		14,438
Mid-Atlantic		1.1	%		3.5	%		0.0	%		29.1	%		96.4	%		10,667
Southeastern		-1.7	%		-3.4	%		-0.7	%		20.2	%		95.5	%		11,375
Southwestern		-0.6	%		-4.9	%		2.8	%		7.4	%		95.4	%		4,219
Total		-1.7	%		0.3	%		-2.7	%		100.0	%		95.7	%		40,699

^1
2 Based on YTD 2010 NOI.
Average same-store occupancy for the quarter.

³ During the nine months ended September 30, 2010, 40,699 apartment homes, or approximately 84 percent of 48,409 total apartment homes, were classified as same-store. The Company defines same-store as all multifamily communities owned and stabilized for at least one year as of the beginning of the most recent year.

Sequentially, same-store NOI decreased by 0.8 percent driven by increased revenues of 0.6 percent and a 3.5 percent increase in same-store expenses.

Technology Platform

The Company’s technology platform continues to gain acceptance and recognition from our residents as shown by the following increasing utilization rates:

Established Technology Initiatives:	September 2010			September 2009			December 2009
Resident payments received via ACH		76	%		52	%		62	%
Service requests entered through MyUDR.com		80	%		28	%		40	%
Move-ins initiated via an internet source (mature)		65	%		63	%		63	%
New Technology Initiatives:
Renewals completed electronically		66	%		n/a			n/a

In July, the Company completed the rollout of its electronic renewal initiative providing its residents with the option to renew their lease online. The benefits of the electronic renewal initiative include the ability to:

• Drive better informed pricing decisions by determining customer demand sooner in the renewal process;

• Expedite the administrative aspects of the renewal process allowing more time for the onsite team to focus on sales and service;

• Create all lease documents electronically, including signatures; and

• Sell upgrades to renewing residents as part of the renewal process.

Development and Redevelopment Activity

During the third quarter, the Company purchased a 2 acre land parcel for $23.6 million in the Mission Bay neighborhood of San Francisco, CA. The parcel is located directly adjacent to AT&T Park and approximately 1/2 mile from the Company’s Edgewater community. The land parcel was purchased fully entitled with the approval to construct up to 315 apartment homes. The Company will work with the City and County of San Francisco Redevelopment Agency for site plan approval and anticipates starting construction in the third quarter of 2011.

As previously announced, the Company entered into a pre-sale venture with an affiliate of The Hanover Company for the construction of 240 homes in Stoughton, MA. The community will be constructed with the same high quality finishes consistent with the other Hanover developments. Construction is scheduled to begin in the fourth quarter of 2010 with an anticipated completion date in the fourth quarter of 2012. The estimated cost to construct the community is approximately $43.1 million or approximately $180,000 per home.

Operating Portfolio Acquisition Activity

As previously announced during the third quarter of 2010, the Company acquired five operating communities for $412 million. The new communities contain 1,374 apartment homes with an average home size of 968 square feet and average monthly income per occupied home at the time of purchase of $1,936.

1818 Platinum Triangle, a 265-home community located in Anaheim’s Platinum Triangle neighborhood in Orange County, CA. The community was developed in 2009 with an average home size of 1,041 square feet. The community was purchased for $70.5 million or $266,038 per home. At the time of the purchase the community was 91% occupied with an average monthly income per occupied home of $1,838.

Marina Pointe, a 583-home community located in Marina del Rey, CA. The community was purchased for $157.5 million or $270,154 per home. The acquisition of Marina Pointe creates a 1,051 home “pod” with two existing UDR communities, Jefferson at Marina del Rey (immediately adjacent) and Tierra del Rey (two blocks east). The community was developed in 1993 and has an average home size of 854 square feet and the Company is currently reviewing several revenue enhancing improvements including adding in-home washers and dryers and upgrading kitchens and bathrooms. At the time of the purchase the community was 94% occupied with an average monthly income per occupied home of $1,707.

Domain Brewers Hill, a 180-home community located in downtown Baltimore, MD. The community was developed in 2009 and has an average home size of 1,093 square feet. The community was purchased for $46.0 million or $255,556 per home. At the time of the purchase the community was 96% occupied with an average monthly income per occupied home of $1,975.

Garrison Square, a 160-home community located in the heart of Boston’s historic Back Bay and South End neighborhoods. The community was purchased for $98.0 million or $612,500 per home. The historic community was developed in 1887 and was renovated in 1990 and has an average home size of 956 square feet. At the time of the purchase the community was 96% occupied with an average monthly income per occupied home of $3,406.

Ridge at Blue Hills, a 186-home community located in Braintree, MA. The community was developed in 2007 and has an average home size of 1,114 square feet. The community was purchased for $40.0 million or $215,054 per home. At the time of the purchase the community was 94% occupied with an average monthly income per occupied home of $1,492.

Portfolio Disposition Activity

During the third quarter of 2010, the Company sold Pacific Palms, a 149-home community located in Anaheim, CA for $21.2 million. At the time of the disposition the 48 year old community was 97% occupied with an average monthly income per occupied home of $1,331.

Capital Markets Activity

On September 8, 2010, the Company completed a public offering of 18.4 million shares of common stock, including the underwriter’s overallotment option, at a gross price of $20.35 per share. Proceeds of approximately $359 million, after underwriting discounts, commissions and offering expenses, were used to fund the previously announced acquisitions, to pay down certain of our debt, and for general corporate purposes.

Prior to the equity offering, the Company raised approximately $5.0 million of equity through the sale of approximately 239,000 shares at a weighted average net price $21.04 per share under its previously established “At the Market” equity offering program. Since September 2009, the Company has sold approximately 10.6 million shares and has 4.4 million shares available to sell under the existing program.

During the third quarter of 2010, the Company completed numerous debt related activities that reduced it’s near term debt maturities by $214 million, or 17 percent. These transactions include:

• Extended the maturity date of its $100 million Term Loan to December 2013 from July 2012 and reduced the spread by 75 basis points to 275 basis points over LIBOR. (Current all-in rate of 3.02 percent)

• Amended, restated and resized its $109 million construction loan associated with its Jefferson at Marina del Rey community. The loan has been resized to $100 million with the amended and restated terms including an extension of its maturity date to October 2014 from October 2011 and carries a floating rate of 67.5 basis points over LIBOR until October 2011 with a spread increase to 200 basis points over LIBOR thereafter. (Current all-in rate of 0.98 percent)

• Assumed $67.7 million variable rate, tax exempt bonds in connection with the acquisition of Marina Pointe. The bonds carry a floating rate spread of 88 basis points over the SIFMA index¹ and a maturity date of August 2019. (Current all-in rate 1.10 percent)

     
(1) The Securities Industry and Financial Markets Association Municipal Swap Index.

• Closed on a $43 million construction loan on its Savoye II at Vitruvian Park^SM community. The construction loan has a 36 month term with two 12 month extension options and carries a floating rate of 265 basis points over LIBOR. (Current all-in rate of 2.9 percent)

• Assumed a $23.8 million secured mortgage in connection with the acquisition of Ridge at Blue Hills. The mortgage carries a fixed rate of 5.39 percent and a maturity date of February 2017.

• Exercised a one-year extension option on a $22.0 million loan associated with its Bellevue Plaza land parcel. The scheduled maturity date for the loan before the option was August 1, 2010.

• Pre-paid a $4.9 million secured mortgage associated with its Garden Oaks community that carried a fixed rate of 6.84 percent and a scheduled maturity of September 1, 2011.

Balance Sheet

At September 30, 2010, UDR had $793 million in availability through a combination of cash and undrawn capacity on its credit facilities, giving the Company ample flexibility to meet its capital needs for debt maturities and development activities through 2011. The Company’s unencumbered asset base of $3.6 billion (on a historical non-depreciated cost basis) is a potential additional source of capital.

UDR’s total indebtedness at September 30, 2010 was $3.5 billion. The Company ended the third quarter with fixed-rate debt representing 73 percent of its total debt, a total blended interest rate of 4.3 percent and a weighted average maturity of 5.7 years. UDR’s fixed charge coverage ratio was 2.1 times.

Subsequent Event

On November 8, 2010, UDR announced that it has acquired The Hanover Company’s (“Hanover”) interests in the existing Hanover/MetLife Master Limited Partnership. The joint venture currently owns a portfolio of 26 operating communities containing 5,748 homes and 11 land parcels with the potential to develop approximately 2,300 additional homes.

UDR will pay $93 million for the following:

• A 12.27% weighted average partnership interest in the 26 operating communities;

• A 4.14% weighted average partnership interest in the 11 land parcels; and

• The property and asset management agreements for the partnership.

$63 million of the $93 million was paid at closing and the balance will be paid to Hanover in two interest free payments in the amounts of $20 million and $10 million on the first and second anniversary of the closing, respectively.

2010 Guidance

For full year 2010, the Company is affirming its prior estimate of FFO of $1.07 to $1.11. Guidance is based on current expectations of future economic conditions and the judgment of the Company’s management team.

Supplemental Information

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

Conference Call and Webcast Information

UDR will host a webcast and conference call at 5:00 p.m. EST on November 8, 2010 to discuss third quarter results. A webcast will be available on UDR’s website at www.udr.com. To listen to a live broadcast, access the site at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software.

To participate in the teleconference dial 877-941-8631 for domestic and 480-629-9819 for international and provide the following conference ID number: 4375361.

A replay of the conference call will be available through November 29, 2010, by dialing
800-406-7325 for domestic and 303-590-3030 for international and entering the confirmation number, 4375361, when prompted for the pass code.

A replay of the call will be available for 90 days on UDR’s website at .

Full Text of the Earnings Report and Supplemental Data

Internet — The full text of the earnings report and supplemental data will be available at UDR’s website, www.udr.com.

Mail — For those without Internet access, the third quarter 2010 earnings report and supplemental data will be available by mail or fax, on request. To receive a copy, please call UDR Investor Relations at 720-283-6083.

Forward Looking Statements

Certain statements made in this release may constitute “forward-looking statements.” Words such as “expects,” “intends,” “believes,” “anticipates,” “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 Vitruvian Park^SM development, 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 presentation, 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 Law.

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

About UDR, Inc.

UDR, Inc. (NYSE:UDR), an S&P 400 company, is a leading multifamily real estate investment trust with a demonstrated performance history of delivering superior and dependable returns by successfully managing, buying, selling, developing and redeveloping attractive real estate properties in targeted U.S. markets. As of November 8, 2010, UDR owned or had an ownership position in 58,796 apartment homes including 712 homes under development. For over 38 years, UDR has delivered long-term value to shareholders, the best standard of service to residents, and the highest quality experience for associates. Additional information can be found on the Company’s website at www.udr.com.

Attachment 1

UDR
Consolidated Statements of Operations
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
In thousands, except per share amounts	2010			2009			2010			2009
Rental income	$	159,795		$	149,756		$	464,256		$	451,102
Rental expenses:
Real estate taxes and insurance		19,280			18,838			57,861			57,559
Personnel		14,787			12,975			42,267			38,264
Utilities		9,097			8,183			25,723			23,868
Repair and maintenance		9,737			8,295			26,109			23,346
Administrative and marketing		4,165			3,617			11,973			10,491
Property management		4,394			4,119			12,767			12,406
Other operating expenses		1,396			1,437			4,338			5,110
		62,856			57,464			181,038			171,044
Non-property income:
Loss from unconsolidated entities		(835	)		(16,742	)		(2,757	)		(18,187	)
Interest and other income		2,195			1,627			7,571			10,609
		1,360			(15,115	)		4,814			(7,578	)
Other expenses:
Real estate depreciation and amortization		75,569			69,561			221,229			207,341
Interest		37,307			33,909			109,193			105,794
Net loss/(gain) on debt extinguishment (1)		91			—			1,121			(9,849	)
Amortization of convertible debt premium		859			967			2,754			3,316
Expenses related to tender offer		—			3,764			—			3,764
Total interest		38,257			38,640			113,068			103,025
Storm-related (income)/expenses		(52	)		—			669			127
Acquisition-related costs		2,679			13			2,679			274
General and administrative		9,367			8,660			28,579			26,915
Other depreciation and amortization		1,224			858			3,755			3,730
		127,044			117,732			369,979			341,412
Loss from continuing operations		(28,745	)		(40,555	)		(81,947	)		(68,932	)
Income from discontinued operations		4,140			800			4,676			3,094
Consolidated net loss		(24,605	)		(39,755	)		(77,271	)		(65,838	)
Net loss attributable to non-controlling interests		839			1,779			2,828			3,175
Net loss attributable to UDR, Inc.		(23,766	)		(37,976	)		(74,443	)		(62,663	)
Distributions to preferred stockholders — Series E (Convertible)		(932	)		(931	)		(2,794	)		(2,793	)
Distributions to preferred stockholders — Series G		(1,436	)		(1,869	)		(4,325	)		(5,607	)
Discount on preferred stock repurchases, net		—			—			25			—
Net loss attributable to common stockholders	$	(26,134	)	$	(40,776	)	$	(81,537	)	$	(71,063	)
Earnings per weighted average common share — basic and diluted:
Loss from continuing operations available to common stockholders		($0.18	)		($0.28	)		($0.54	)		($0.50	)
Income from discontinued operations	$	0.02		$	0.01		$	0.03		$	0.02
Net loss attributable to common stockholders		($0.16	)		($0.27	)		($0.51	)		($0.48	)
Common distributions declared per share	$	0.185		$	0.180		$	0.545		$	0.665
Weighted average number of common shares outstanding — basic and diluted		165,403			150,000			160,841			147,883

(1) Includes $0 and $599 write-off of convertible debt premium for the three and nine months ended September 30, 2010, and $0 and $3,365 for the three and nine months ended September 30, 2009.

Attachment 2

UDR
Funds From Operations
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
In thousands, except per share amounts	2010			2009			2010			2009
Net loss attributable to UDR, Inc.	$	(23,766	)	$	(37,976	)	$	(74,443	)	$	(62,663	)
Distributions to preferred stockholders		(2,368	)		(2,800	)		(7,119	)		(8,400	)
Real estate depreciation and amortization, including discontinued operations		75,591			69,695			221,524			207,747
Non-controlling interest		(839	)		(1,779	)		(2,828	)		(3,175	)
Real estate depreciation and amortization on unconsolidated joint ventures		1,215			1,276			3,375			3,584
Net gain on the sale of depreciable property in discontinued operations, excluding RE3		(3,878	)		(555	)		(3,999	)		(2,440	)
Discount on preferred stock repurchases, net		—			—			25			—
Funds from operations (“FFO”) — basic	$	45,955		$	27,861		$	136,535		$	134,653
Distribution to preferred stockholders — Series E (Convertible)		932			931			2,794			2,793
Funds from operations — diluted	$	46,887		$	28,792		$	139,329		$	137,446
FFO per common share — basic	$	0.27		$	0.18		$	0.82		$	0.87
FFO per common share — diluted	$	0.27		$	0.18		$	0.81		$	0.87
Weighted average number of common shares and OP Units outstanding — basic		171,019			156,317			166,691			154,773
Weighted average number of common shares, OP Units, and common stock
equivalents outstanding — diluted		176,480			160,197			171,936			158,129

FFO is defined as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of depreciable property, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. This definition conforms with the National Association of Real Estate Investment Trust’s definition issued in April 2002. UDR considers FFO in evaluating property acquisitions and its operating performance and believes that FFO should be considered along with, but not as an alternative to, net income and cash flows as a measure of UDR’s activities in accordance with generally accepted accounting principles and is not necessarily indicative of cash available to fund cash needs.

Attachment 3

UDR
Consolidated Balance Sheets

			September 30,			December 31,
In thousands, except share and per share amounts			2010			2009
			(unaudited)			(audited)
ASSETS
Real estate owned:
	Real estate held for investment		$	6,758,458		$	5,975,239
		Less: accumulated depreciation		(1,560,239	)		(1,346,689	)
				5,198,219			4,628,550
	Real estate under development
	(net of accumulated depreciation of $628 and $1,226)			94,249			318,531
	Real estate held for disposition
	(net of accumulated depreciation of $0 and $3,378)			-			16,673
	Total real estate owned, net of accumulated depreciation			5,292,468			4,963,754
Cash and cash equivalents				10,107			5,985
Marketable securities				41,873			37,650
Restricted cash				14,879			8,879
Deferred financing costs, net				26,225			26,601
Notes receivable				7,800			7,800
Investment in unconsolidated joint ventures				16,391			14,126
Other assets				67,615			67,822
	Total assets		$	5,477,358		$	5,132,617
LIABILITIES AND STOCKHOLDERS’ EQUITY
Secured debt			$	2,045,810		$	1,989,434
Unsecured debt				1,433,860			1,437,155
Real estate taxes payable				28,871			16,976
Accrued interest payable				19,939			19,146
Security deposits and prepaid rent				27,037			31,798
Distributions payable				36,582			30,857
Deferred gains on the sale of depreciable property				28,824			28,826
Accounts payable, accrued expenses, and other liabilities				63,766			80,685
	Total liabilities			3,684,689			3,634,877
Redeemable non-controlling interests in operating partnership				117,012			98,758
Stockholders’ equity
	Preferred stock, no par value; 50,000,000 shares authorized
		2,803,812 shares of 8.00% Series E Cumulative Convertible issued
		and outstanding (2,803,812 shares at December 31, 2009)		46,571			46,571
		3,405,562 shares of 6.75% Series G Cumulative Redeemable issued
		and outstanding (3,432,962 shares at December 31, 2009)		85,139			85,824
	Common stock, $0.01 par value; 250,000,000 shares authorized
		182,128,994 shares issued and outstanding (155,465,482 shares at December 31, 2009)		1,821			1,555
	Additional paid-in capital			2,437,284			1,948,669
	Distributions in excess of net income			(895,069	)		(687,180	)
	Accumulated other comprehensive loss, net			(3,741	)		2
	Total UDR, Inc. stockholders’ equity			1,672,005			1,395,441
	Non-controlling interest			3,652			3,541
	Total equity			1,675,657			1,398,982
	Total liabilities and stockholders’ equity		$	5,477,358		$	5,132,617

Exhibit 99.2

UDR Announces Strategic Partnership with MetLife
~Real Estate Joint Venture Portfolio has 5,748 Homes~

Denver, CO., November 8, 2010 – UDR, Inc. (NYSE: UDR), announced today that it has acquired The Hanover Company’s (“Hanover”) interests in the existing Hanover/MetLife Master Limited Partnership. The joint venture currently owns a portfolio of 26 operating communities containing 5,748 homes and 11 land parcels with the potential to develop approximately 2,300 additional homes.

UDR will pay $93 million for the following:

• A 12.27% weighted average partnership interest in the 26 operating communities;

• A 4.14% weighted average partnership interest in the 11 land parcels; and

• The property and asset management agreements for the partnership.

$63 million of the $93 million was paid at closing and the balance will be paid to Hanover in two interest free payments in the amounts of $20 million and $10 million on the first and second anniversary of the closing, respectively.

“We are excited to partner with MetLife and its well-known, experienced real estate investment team on this portfolio of premiere apartment communities,” said Tom Toomey, president and chief executive officer of UDR. “The assets are located in many of our core markets with rent and quality levels at the top of each market.”

“We are pleased to be working with UDR to maximize the value of this high-quality portfolio,” said Robert Merck, senior managing director and head of real estate investments for MetLife. “UDR is recognized as having an outstanding operating platform and a leader in leveraging technology, and we look forward to a long-term relationship with the UDR team.”

“At the same time, we are grateful for Hanover’s partnership over the past several years and for being such an important part in helping us build this strong portfolio of properties,” added Merck.

UDR will act as the general partner and earn fees for property and asset management and financing transactions. The acquisition is expected to be immediately accretive to UDR’s funds from operations (“FFO”) with expected returns on invested capital of 9%.

All of the communities in the portfolio were built by Hanover, a company that is widely recognized for developing condominium quality apartment communities. The majority of the portfolio is comprised of mid/high-rise buildings located in urban, in-fill locations. The communities have a weighted average age of one year, a weighted average home size of 1,257 square feet and a weighted average monthly revenue per occupied home of approximately $2,167.

Operating Communities:

				Weighted Average
				Monthly Revenue per
				Occupied
Community	Location	Number of Homes		Home1		Occupancy2			Construction Type
Ashton Westwood	Los Angeles, CA		58	$	5,041		82.8	%	Mid-Rise
717 Olympic	Los Angeles, CA		151		3,243		94.0	%	High-Rise
Viridian	Los Angeles, CA		60		3,022		96.7	%	Mid-Rise
Current	San Diego, CA		144		2,639		93.8	%	High-Rise
Strata	San Diego, CA		163		3,395		71.2	%	High-Rise
Ashton San Francisco	San Francisco, CA		110		2,547		79.1	%	Mid-Rise
Ashton Judiciary Square	Washington, DC		49		3,933		85.7	%	High-Rise
Crescent Falls Church	Falls Church, VA		214		2,162		21.5	%	Mid-Rise
Ashton Bellevue	Bellevue, WA		202		2,333		80.2	%	High-Rise
TEN20	Bellevue, WA		129		2,563		93.8	%	High-Rise
Olivian	Seattle, WA		224		3,098		88.8	%	High-Rise
Domus	Philadelphia, PA		290		2,633		95.2	%	Mid-Rise
Ashton Austin	Austin , TX		259		2,473		93.8	%	High-Rise
1900 McKinney	Dallas, TX		230		2,697		89.1	%	High-Rise
Cirque	Dallas, TX		252		1,952		87.3	%	High-Rise
7 Riverway	Houston, TX		175		2,909		92.6	%	High-Rise
Acoma	Denver, CO		223		1,846		85.7	%	High-Rise
Hawfield Farms	Charlotte, NC		210		1,409		94.3	%	Garden
Ashton South End	Charlotte, NC		310		1,748		81.3	%	High-Rise
Residence at South Park	Charlotte, NC		150		2,399		90.0	%	Mid-Rise
Charles River Landing	Boston, MA		350		1,945		73.7	%	Mid-Rise
Lenox Farms	Braintree, MA		338		2,044		94.1	%	Garden
Lodge at Foxborough	Foxborough, MA		250		1,606		93.2	%	Garden
Lodge at Ames Pond	Tewksbury, MA		364		1,407		62.4	%	Garden
Towson Promenade	Towson, MD		379		1,582		80.7	%	Mid-Rise
Lodge at Lakecrest	Tampa, FL		464		1,135		90.9	%	Garden
Total/Weighted Average			5,748	$	2,167		83.5	%

¹ As of September 30, 2010.
² As of October 1, 2010.

Additional property details and photos can be found in the presentation posted on the Investor Relations page of the Company’s website at www.UDR.com.

About UDR, Inc.

UDR, Inc. (NYSE:UDR), an S&P 400 company, is a leading multifamily real estate investment trust with a demonstrated performance history of delivering superior and dependable returns by successfully managing, buying, selling, developing and redeveloping attractive real estate properties in targeted U.S. markets. As of November 8, 2010, UDR owned or had an ownership position in 58,796 apartment homes including 712 homes under development. For over 38 years, UDR has delivered long-term value to shareholders, the best standard of service to residents, and the highest quality experience for associates. Additional information can be found on the Company’s website at www.udr.com.

About MetLife

Through its Real Estate Investments department, MetLife oversees a well diversified, approximately $45 billion real estate investment portfolio, which is one of the largest in the U.S. and consists primarily of real estate equities, commercial mortgages and agricultural mortgages. MetLife is a global leader in real estate investment and real estate asset management, with a vast network of regional offices that keep in close contact with the major real estate markets. MetLife’s real estate investment focus includes office, multi-family, industrial and retail properties. For more information, visit www.metlife.com/realestate.

Contacts:

UDR, Inc.
H. Andrew Cantor
acantor@udr.com
720-283-6083

MetLife
Chris Breslin
212-578-8824
or
Emily Phillips
212-578-7217