UDR, Inc. (the "Company") (NYSE:UDR), announced today its second quarter 2023 results. Net Income, Funds from Operations ("FFO"), FFO as Adjusted ("FFOA"), and Adjusted FFO ("AFFO") per diluted share for the quarter ended June 30, 2023 are detailed below.

	Quarter Ended June 30
Metric	2Q 2023 Actual	2Q 2023 Guidance	2Q 2022 Actual	$ Change vs. Prior Year Period	% Change vs. Prior Year Period
Net Income per diluted share	$1.05	$0.11 to $0.13	$0.01	$1.04	10,400%
FFO per diluted share	$0.63	$0.60 to $0.62	$0.52	$0.11	21%
FFOA per diluted share	$0.61	$0.60 to $0.62	$0.57	$0.04	7%
AFFO per diluted share	$0.55	$0.54 to $0.56	$0.52	$0.03	6%

Same-Store ("SS") results for the second quarter 2023 versus the second quarter 2022 and the first quarter 2023 are summarized below.

	Concessions reflected on a straight-line basis:		Concessions reflected on a cash basis:
SS Growth / (Decline)	Year-Over-Year ("YOY"):2Q 2023 vs. 2Q 2022	Sequential: 2Q 2023 vs. 1Q 2023	YOY: 2Q 2023 vs. 2Q 2022	Sequential: 2Q 2023 vs. 1Q 2023
Revenue	7.6%	1.1%	6.9%	1.2%
Expense	7.4%	2.6%	7.4%	2.6%
Net Operating Income ("NOI")	7.7%	0.5%	6.7%	0.6%

During the second quarter,
- As previously announced, the Company closed a $507.2 million joint venture with LaSalle Investment Management on behalf of an institutional client, retaining a 51 percent ownership in the four communities contributed as a seed portfolio.
- The Company achieved stabilization at Cirrus, a $101.9 million, 292-home apartment community developed in Denver, CO.
- The Company funded a total of $38.8 million to pay down and extend the maturity dates of the senior construction loans affiliated with three DCP investments. The funded amounts will earn a projected initial contractual weighted average return rate of 9.4 percent.
Subsequent to quarter-end, the Company entered into an agreement to acquire six communities totaling 1,753 apartment homes valued at approximately $401.9 million.

"The nation's employment situation remains resilient, wage growth is strong, and relative affordability versus other forms of housing continues to favor apartments," said Tom Toomey, UDR's Chairman and CEO. "Combining this demand backdrop with UDR's history of prudent capital allocation and operating margin expansion through the adoption of innovative technologies positions our Company well for continued growth. Specifically, implied in our full-year 2023 guidance is an expectation for FFOA per share to accelerate in the second half of the year, driven by improving blended lease rate growth, better bad debt trends, higher other income from initiatives, and incremental NOI from the lease-up of recently developed communities."

Outlook⁽¹⁾

As shown in the table below, the Company has established guidance ranges for the third quarter 2023 and has updated its prior full-year 2023 Net Income per share, FFO per share, FFOA per share, AFFO per share, and same-store growth guidance ranges.

	3Q 2023 Outlook	2Q 2023 Actual	Prior Full-Year 2023 Outlook	Updated Full-Year 2023 Outlook	Full-Year 2023 Midpoint (change)
Net Income per diluted share	$0.13 to $0.15	$1.05	$0.47 to $0.55	$1.35 to $1.39	$1.37 (+$0.86)
FFO per diluted share	$0.62 to $0.64	$0.63	$2.44 to $2.52	$2.48 to $2.52	$2.50 (+$0.02)
FFOA per diluted share	$0.62 to $0.64	$0.61	$2.45 to $2.53	$2.47 to $2.51	$2.49 (unch)
AFFO per diluted share	$0.56 to $0.58	$0.55	$2.22 to $2.30	$2.24 to $2.28	$2.26 (unch)
YOY Growth: concessions reflected on a straight-line basis:
SS Revenue	N/A	7.6%	5.75% to 7.75%	6.25% to 7.25%	6.75% (unch)
SS Expense	N/A	7.4%	4.0% to 5.5%	4.0% to 5.5%	4.75% (unch)
SS NOI	N/A	7.7%	6.25% to 8.75%	6.75% to 8.25%	7.50% (unch)
YOY Growth: concessions reflected on a cash basis:
SS Revenue	N/A	6.9%	5.5% to 7.5%	6.0% to 7.0%	6.50% (unch)
SS NOI	N/A	6.7%	6.0% to 8.5%	6.5% to 8.0%	7.25% (unch)

⁽¹⁾

Additional assumptions for the Company's third quarter and full-year 2023 outlook can be found on Attachment 14 of the Company's related quarterly Supplemental Financial Information ("Supplement"). A reconciliation of FFO per share, FFOA per share, and AFFO per share to GAAP Net Income per share can be found on Attachment 15(D) of the Company's related quarterly Supplement. Non-GAAP financial measures and other terms, as used in this earnings release, are defined and further explained on Attachments 15(A) through 15(D), "Definitions and Reconciliations," of the Company's related quarterly Supplement.

Second Quarter 2023 Results and Preliminary Third Quarter 2023 Same-Store Revenue Growth Expectations

In the second quarter, total revenue increased by $35.4 million YOY, or 9.6 percent, to $404.5 million. This increase was primarily attributable to growth in revenue from Same-Store communities and past accretive external growth investments.

"Healthy demand for UDR apartment homes enabled us to achieve 1.1 percent sequential same-store revenue growth on a straight-line basis in the second quarter," said Mike Lacy, UDR's Senior Vice President of Operations. "Resident financial health remains strong, traffic is high, and sequential market rent growth is above historical norms. When combined with growth in other income from our various initiatives, sequential same-store revenue growth should be 2 percent to 2.5 percent in the third quarter, which compares favorably to the pre-COVID average of approximately 1 percent, and in-line with our original expectations."

For the second quarter 2023, the Company's accounts receivable balance, net of its reserve, was $8.3 million, including its share from unconsolidated joint ventures. This is a decrease of $2.5 million versus the Company's accounts receivable balance, net of its reserve, of $10.8 million as of the end of the first quarter 2023.

In the tables below, the Company has presented YOY, sequential, and year-to-date ("YTD") Same-Store results by region, with concessions accounted for on both cash and straight-line bases.

Summary of Same-Store Results in Second Quarter 2023 versus Second Quarter 2022

Region	Revenue Growth	Expense Growth	NOI Growth	% of Same-Store Portfolio⁽¹⁾	Physical Occupancy⁽²⁾	YOY Change in Occupancy
West	4.7%	9.7%	3.1%	30.9%	96.4%	(0.3)%
Mid-Atlantic	5.9%	7.6%	5.1%	21.1%	96.9%	(0.4)%
Northeast	9.4%	8.2%	10.0%	17.6%	97.2%	0.0%
Southeast	10.0%	7.6%	11.1%	14.4%	96.3%	(0.6)%
Southwest	7.3%	3.2%	9.8%	9.0%	96.3%	(0.8)%
Other Markets	6.2%	2.9%	7.4%	7.0%	96.6%	(0.4)%
Total (Cash)	6.9%	7.4%	6.7%	100.0%	96.6%	(0.4)%
Total (Straight-Line)	7.6%	7.4%	7.7%	-	-	-

⁽¹⁾		Based on 2Q 2023 Same-Store NOI. For definitions of terms, please refer to the "Definitions and Reconciliations" section of the Company's related quarterly Supplement.
⁽²⁾		Weighted average Same-Store physical occupancy for the quarter.

Summary of Same-Store Results in Second Quarter 2023 versus First Quarter 2023

Region	Revenue Growth / (Decline)	Expense Growth / (Decline)	NOI Growth / (Decline)	% of Same-Store Portfolio⁽¹⁾	Physical Occupancy⁽²⁾	Sequential Change in Occupancy
West	0.4%	5.1%	(1.2)%	30.9%	96.4%	0.0%
Mid-Atlantic	1.7%	6.0%	(0.1)%	21.1%	96.9%	0.3%
Northeast	1.3%	0.1%	1.9%	17.6%	97.2%	0.0%
Southeast	2.0%	1.4%	2.3%	14.4%	96.3%	0.2%
Southwest	0.5%	(3.5)%	3.0%	9.0%	96.3%	(0.3)%
Other Markets	2.1%	4.4%	1.3%	7.0%	96.6%	(0.4)%
Total (Cash)	1.2%	2.6%	0.6%	100.0%	96.6%	0.0%
Total (Straight-Line)	1.1%	2.6%	0.5%	-	-	-

⁽¹⁾		Based on 2Q 2023 Same-Store NOI. For definitions of terms, please refer to the "Definitions and Reconciliations" section of the Company's related quarterly Supplement.
⁽²⁾		Weighted average Same-Store physical occupancy for the quarter.

Summary of Same-Store Results YTD 2023 versus YTD 2022

Region	Revenue Growth	Expense Growth	NOI Growth	% of Same-Store Portfolio⁽¹⁾	Physical Occupancy⁽²⁾	YOY Change in Occupancy
West	5.5%	5.9%	5.4%	31.2%	96.4%	(0.3)%
Mid-Atlantic	6.1%	5.3%	6.5%	21.1%	96.7%	(0.5)%
Northeast	9.2%	6.4%	10.8%	17.4%	97.2%	(0.1)%
Southeast	11.4%	8.7%	12.7%	14.3%	96.2%	(0.9)%
Southwest	8.9%	7.6%	9.7%	8.9%	96.4%	(0.8)%
Other Markets	6.4%	2.9%	7.8%	7.1%	96.8%	(0.2)%
Total (Cash)	7.5%	6.3%	8.1%	100.0%	96.6%	(0.5)%
Total (Straight-Line)	8.6%	6.3%	9.6%	-	-	-

⁽¹⁾		Based on YTD 2023 Same-Store NOI. For definitions of terms, please refer to the "Definitions and Reconciliations" section of the Company's related quarterly Supplement.
⁽²⁾		Weighted average Same-Store physical occupancy for the quarter.

Transactional Activity

As previously announced, during the quarter, the Company closed a $507.2 million joint venture with LaSalle Investment Management on behalf of an institutional client, retaining a 51 percent ownership in the four communities contributed as a seed portfolio. The value of the seed portfolio is based on a low-5% effective forward yield.

Subsequent to quarter-end, the Company entered into an agreement to acquire six communities totaling 1,753 apartment homes in exchange for $172.5 million of UDR Operating Partnership Units issued at $47.50 per unit, $20.0 million in cash, and the assumption of $209.4 million of below market debt at a weighted average coupon rate of 3.8 percent with a weighted average of 6.3 years to maturity. The table below summarizes this transaction.⁽¹⁾

Transaction	Markets	Homes	Purchase Price ($M)	Property Debt Assumed ($M)	Age (Years)	Monthly Revenue per Occupied Home
6 communities	Dallas and Austin	1,753	$401.9	$209.4	5	$1,624

⁽¹⁾

Data as of June 2023.

"We are pleased to acquire these high-quality apartment communities with equity issued slightly above consensus NAV," said Tom Toomey, UDR's Chairman and CEO. "In-place controllable operating margins across these communities are approximately 800 basis points on average below UDR communities in the same markets, illustrating the potential to drive future upside after integrating UDR's industry-leading operating platform."

Due to the low initial margins at the acquired communities relative to the average margin across UDR's portfolio, the transaction is expected to be cash flow neutral in year 1 and accretive in year 2 as UDR initiatives are implemented. The transaction is expected to be slightly dilutive to FFOA per share in year 1 due to negative non-cash debt mark-to-market adjustments related to the significantly below-market-rate debt being assumed.

Development Activity and Other Projects

During the quarter, the Company achieved stabilization at Cirrus, a $101.9 million, 292-home apartment community the Company developed in Denver, CO.

At the end of the second quarter, the Company's development pipeline totaled $187.5 million and was 58 percent funded. The Company's active development pipeline includes two communities, one each in the Addison submarket of Dallas, TX, and Tampa, FL, for a combined total of 415 apartment homes.

At the end of the second quarter, the Company's redevelopment pipeline of 2,343 apartment homes, which includes a densification project that features the addition of 30 new apartment homes at one community, totaled $124.7 million and was 34 percent funded.

Developer Capital Program ("DCP") Portfolio

During the quarter, the Company funded a total of $38.8 million to pay down and extend the maturity dates of the senior construction loans affiliated with investments in 1300 Fairmount, Modera Lake Merritt, and Junction, which have a weighted average occupancy of 91 percent. The funded amounts will earn a projected initial contractual weighted average return rate of 9.4 percent, including a 9.5 percent return rate on 1300 Fairmount (8.5 percent prior), which could increase to 10.5 percent, or a projected contractual weighted average return rate of 9.9 percent at that time, if the developer exercises its option to extend the maturity date of the Company's loan.

At the end of the second quarter, the Company's commitments under its DCP platform totaled $520.9 million with a contractual weighted average return rate of 9.8 percent and a weighted average estimated remaining term of 3.0 years.

Capital Markets and Balance Sheet Activity

"Our investment grade balance sheet continues to improve, with net Debt-to-EBITDAre of 5.5x, which was lower by 0.7x versus a year ago," said Joe Fisher, UDR's President and Chief Financial Officer. "With minimal committed forward funding obligations, strong next 3-year liquidity, and our ability to source capital through joint venture and OP unit transactions, we can continue to opportunistically grow the Company and enhance stakeholder returns."

The Company's total indebtedness as of June 30, 2023 was $5.4 billion with no remaining consolidated maturities until 2024, excluding principal amortization and amounts on the Company's commercial paper program. As of June 30, 2023, the Company had $1.1 billion of liquidity through a combination of cash and undrawn capacity on its credit facilities. Please see Attachment 14 of the Company's related quarterly Supplement for additional details on projected capital sources and uses.

In the table below, the Company has presented select balance sheet metrics for the quarter ended June 30, 2023 and the comparable prior year period.

	Quarter Ended June 30
Balance Sheet Metric	2Q 2023	2Q 2022	Change
Weighted Average Interest Rate	3.21%	2.85%	0.36%
Weighted Average Years to Maturity⁽¹⁾	6.3	7.1	(0.8)
Consolidated Fixed Charge Coverage Ratio	5.0x	5.4x	(0.4)x
Consolidated Debt as a percentage of Total Assets	31.9%	33.6%	(1.7)%
Consolidated Net Debt-to-EBITDAre	5.5x	6.2x	(0.7)x

(1)

If the Company's commercial paper balance was refinanced using its line of credit, the weighted average years to maturity would have been 6.4 years with and without extensions for 2Q 2023 and 7.3 years without extensions and 7.4 years with extensions for 2Q 2022.

Dividend

As previously announced, the Company's Board of Directors declared a regular quarterly dividend on its common stock for the second quarter 2023 in the amount of $0.42 per share. The dividend will be paid in cash on July 31, 2023 to UDR common shareholders of record as of July 10, 2023. The second quarter 2023 dividend will represent the 203^rd consecutive quarterly dividend paid by the Company on its common stock.

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.

Attachment 15(A)

Definitions and Reconciliations

June 30, 2023

(Unaudited)

Acquired Communities: The Company defines Acquired Communities as those communities acquired by the Company, other than development and redevelopment activity, that did not achieve stabilization as of the most recent quarter.

Adjusted Funds from Operations ("AFFO") attributable to common stockholders and unitholders: The Company defines AFFO as FFO as Adjusted attributable to common stockholders and unitholders less recurring capital expenditures on consolidated communities that are necessary to help preserve the value of and maintain functionality at our communities.

Management considers AFFO a useful supplemental performance metric for investors as it is more indicative of the Company's operational performance than FFO or FFO as Adjusted. AFFO is not intended to represent cash flow or liquidity for the period, and is only intended to provide an additional measure of our operating performance. The Company believes that net income/(loss) attributable to common stockholders is the most directly comparable GAAP financial measure to AFFO. Management believes that AFFO is a widely recognized measure of the operations of REITs, and presenting AFFO enables investors to assess our performance in comparison to other REITs. However, other REITs may use different methodologies for calculating AFFO and, accordingly, our AFFO may not always be comparable to AFFO calculated by other REITs. AFFO should not be considered as an alternative to net income/(loss) (determined in accordance with GAAP) as an indication of financial performance, or as an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions. A reconciliation from net income/(loss) attributable to common stockholders to AFFO is provided on Attachment 2.

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

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

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

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

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

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

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

Controllable Operating Margin: The Company defines Controllable Operating Margin as (i) rental income less Controllable Expenses (ii) divided by rental income. Management considers Controllable Operating Margin a useful metric as it provides investors with an indicator of the Company's ability to limit the growth of expenses that are within the control of the Company.

Development Communities: The Company defines Development Communities as those communities recently developed or under development by the Company, that are currently majority owned by the Company and have not achieved stabilization as of the most recent quarter.

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

Management considers EBITDAre a useful metric for investors as it provides an additional indicator of the Company's ability to incur and service debt, and enables investors to assess our performance against that of its peer REITs. EBITDAre should be considered along with, but not as an alternative to, net income and cash flow as a measure of the Company's activities in accordance with GAAP. EBITDAre does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of funds available to fund our cash needs. A reconciliation between net income/(loss) and EBITDAre is provided on Attachment 4(C) of the Company's quarterly supplemental disclosure.

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

Effective New Lease Rate Growth: The Company defines Effective New Lease Rate Growth as the increase in gross potential rent realized less concessions for the new lease term (current effective rent) versus prior resident effective rent for the prior lease term on new leases commenced during the current quarter.

Management considers Effective New Lease Rate Growth a useful metric for investors as it assesses market-level new demand trends.

Effective Renewal Lease Rate Growth: The Company defines Effective Renewal Lease Rate Growth as the increase in gross potential rent realized less concessions for the new lease term (current effective rent) versus prior effective rent for the prior lease term on renewed leases commenced during the current quarter.

Management considers Effective Renewal Lease Rate Growth a useful metric for investors as it assesses market-level, in-place demand trends.

Estimated Quarter of Completion: The Company defines Estimated Quarter of Completion of a development or redevelopment project as the date on which construction is expected to be completed, but it does not represent the date of stabilization.

Attachment 15(B)

Definitions and Reconciliations

June 30, 2023

(Unaudited)

Funds from Operations as Adjusted ("FFO as Adjusted") attributable to common stockholders and unitholders: The Company defines FFO as Adjusted attributable to common stockholders and unitholders as FFO excluding the impact of other non-comparable items including, but not limited to, acquisition-related costs, prepayment costs/benefits associated with early debt retirement, impairment write-downs or gains and losses on sales of real estate or other assets incidental to the main business of the Company and income taxes directly associated with those gains and losses, casualty-related expenses and recoveries, severance costs and legal and other costs.

Management believes that FFO as Adjusted is useful supplemental information regarding our operating performance as it provides a consistent comparison of our operating performance across time periods and allows investors to more easily compare our operating results with other REITs. FFO as Adjusted is not intended to represent cash flow or liquidity for the period, and is only intended to provide an additional measure of our operating performance. The Company believes that net income/(loss) attributable to common stockholders is the most directly comparable GAAP financial measure to FFO as Adjusted. However, other REITs may use different methodologies for calculating FFO as Adjusted or similar FFO measures and, accordingly, our FFO as Adjusted may not always be comparable to FFO as Adjusted or similar FFO measures calculated by other REITs. FFO as Adjusted should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of financial performance, or as an alternative to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity. A reconciliation from net income attributable to common stockholders to FFO as Adjusted is provided on Attachment 2.

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

Management considers FFO a useful metric for investors as the Company uses FFO in evaluating property acquisitions and its operating performance and believes that FFO should be considered along with, but not as an alternative to, net income and cash flow as a measure of the Company's activities in accordance with GAAP. FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of funds available to fund our cash needs. A reconciliation from net income/(loss) attributable to common stockholders to FFO is provided on Attachment 2.

Held For Disposition Communities: The Company defines Held for Disposition Communities as those communities that were held for sale as of the end of the most recent quarter.

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

In thousands	2Q 2023			YTD 2023
Income/(loss) from unconsolidated entities	$	9,697		$	19,404
Management fee		615			1,225
Interest expense		4,118			8,149
Depreciation		7,580			15,065
General and administrative		61			121
Developer Capital Program (excludes loans)		(11,681	)		(21,803	)
Other (income)/expense		70			158
Realized (gain)/loss on real estate technology investments, net of tax		200			720
Unrealized (gain)/loss on real estate technology investments, net of tax		616			(839	)
Total Joint Venture NOI at UDR's Ownership Interest	$	11,276		$	22,200

Net Operating Income ("NOI"): The Company defines NOI as rental income less direct property rental expenses. Rental income represents gross market rent and other revenues less adjustments for concessions, vacancy loss and bad debt. Rental expenses include real estate taxes, insurance, personnel, utilities, repairs and maintenance, administrative and marketing. Excluded from NOI is property management expense, which is calculated as 3.25% of property revenue, and land rent. Property management expense covers costs directly related to consolidated property operations, inclusive of corporate management, regional supervision, accounting and other costs.

Management considers NOI a useful metric for investors as it is a more meaningful representation of a community's continuing operating performance than net income as it is prior to corporate-level expense allocations, general and administrative costs, capital structure and depreciation and amortization and is a widely used input, along with capitalization rates, in the determination of real estate valuations. A reconciliation from net income/(loss) attributable to UDR, Inc. to NOI is provided below.

In thousands	2Q 2023			1Q 2023			4Q 2022			3Q 2022			2Q 2022
Net income/(loss) attributable to UDR, Inc.	$	347,545		$	30,964		$	44,530		$	23,605		$	5,084
Property management		13,101			12,945			12,949			12,675			11,952
Other operating expenses		4,259			3,032			4,008			3,746			5,027
Real estate depreciation and amortization		168,925			169,300			167,241			166,781			167,584
Interest expense		45,113			43,742			43,247			39,905			36,832
Casualty-related charges/(recoveries), net		1,134			4,156			8,523			901			1,074
General and administrative		16,452			17,480			16,811			15,840			16,585
Tax provision/(benefit), net		1,351			234			(683	)		377			312
(Income)/loss from unconsolidated entities		(9,697	)		(9,707	)		(761	)		(10,003	)		11,229
Interest income and other (income)/expense, net		(10,447	)		(1,010	)		(1	)		7,495			(3,001	)
Joint venture management and other fees		(1,450	)		(1,242	)		(1,244	)		(1,274	)		(1,419	)
Other depreciation and amortization		3,681			3,649			4,823			3,430			3,016
(Gain)/loss on sale of real estate owned		(325,884	)		(1	)		(25,494	)		-			-
Net income/(loss) attributable to noncontrolling interests		22,638			1,961			2,937			1,540			280
Total consolidated NOI	$	276,721		$	275,503		$	276,886		$	265,018		$	254,555

Attachment 15(C)

Definitions and Reconciliations

June 30, 2023

(Unaudited)

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

Management considers NOI Enhancing Capital Expenditures a useful metric for investors as it quantifies the amount of capital expenditures that are expected to grow, not just maintain, revenues or to decrease expenses.

Non-Mature Communities: The Company defines Non-Mature Communities as those communities that have not met the criteria to be included in same-store communities.

Non-Residential / Other: The Company defines Non-Residential / Other as non-apartment components of mixed-use properties, land held, properties being prepared for redevelopment and properties where a material change in home count has occurred.

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

Physical Occupancy: The Company defines Physical Occupancy as the number of occupied homes divided by the total homes available at a community.

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

Recurring Capital Expenditures: The Company defines Recurring Capital Expenditures as expenditures that are necessary to help preserve the value of and maintain functionality at its communities.

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

Same-Store Revenue with Concessions on a Cash Basis: Same-Store Revenue with Concessions on a Cash Basis is considered by the Company to be a supplemental measure to rental income on a straight-line basis which allows investors to evaluate the impact of both current and historical concessions and to more readily enable comparisons to revenue as reported by its peer REITs. In addition, Same-Store Revenue with Concessions on a Cash Basis allows an investor to understand the historical trends in cash concessions.

A reconciliation between Same-Store Revenue with Concessions on a Cash Basis to Same-Store Revenue on a straight-line basis (inclusive of the impact to Same-Store NOI) is provided below:

	2Q 23			2Q 22			2Q 23			1Q 23		YTD 23			YTD 22
Revenue (Cash basis)	$	374,534		$	350,260		$	374,534		$	370,099	$	744,633		$	692,399
Concessions granted/(amortized), net		(201	)		(2,338	)		(201	)		60		(142	)		(6,853	)
Revenue (Straight-line basis)	$	374,333		$	347,922		$	374,333		$	370,159	$	744,491		$	685,546

% change - Same-Store Revenue with Concessions on a Cash basis:		6.9	%					1.2	%				7.5	%
% change - Same-Store Revenue with Concessions on a Straight-line basis:		7.6	%					1.1	%				8.6	%

% change - Same-Store NOI with Concessions on a Cash basis:		6.7	%					0.6	%				8.1	%
% change - Same-Store NOI with Concessions on a Straight-line basis:		7.7	%					0.5	%				9.6	%

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

Stabilization/Stabilized: The Company defines Stabilization/Stabilized as when a community's occupancy reaches 90% or above for at least three consecutive months.

Stabilized, Non-Mature Communities: The Company defines Stabilized, Non-Mature Communities as those communities that have reached Stabilization but are not yet in the same-store portfolio.

Total Revenue per Occupied Home: The Company defines Total Revenue per Occupied Home as rental and other revenues with concessions reported on a Cash Basis, divided by the product of occupancy and the number of apartment homes. A reconciliation between Same-Store Revenue with Concessions on a Cash Basis to Same-Store Revenue on a straight-line basis is provided above.

Management considers Total Revenue per Occupied Home a useful metric for investors as it serves as a proxy for portfolio quality, both geographic and physical.

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

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

Conference Call and Webcast Information

UDR will host a webcast and conference call at 1:00 p.m. Eastern Time on July 27, 2023, to discuss second quarter results as well as high-level views for 2023. 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 877-423-9813 for domestic and 201-689-8573 for international. A passcode is not necessary.

Given a high volume of conference calls occurring during this time of year, delays are anticipated when connecting to the live call. As a result, stakeholders and interested parties are encouraged to utilize the Company's webcast link for its earnings results discussion.

A replay of the conference call will be available through August 27, 2023, by dialing 844-512-2921 for domestic and 412-317-6671 for international and entering the confirmation number, 13739887, when prompted for the passcode. A replay of the call will also be available for 30 days on UDR's website at ir.udr.com.

Full Text of the Earnings Report and Supplemental Data

The full text of the earnings report and related quarterly Supplement will be available on the Company's website at ir.udr.com.

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, general market and economic conditions, unfavorable changes in the apartment market and economic conditions that could adversely affect occupancy levels and rental rates, including as a result of COVID-19, the impact of inflation/deflation on rental rates and property operating expenses, the availability of capital and the stability of the capital markets, rising interest rates, 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 or at expected rent and occupancy levels, changes in job growth, home affordability and demand/supply ratio for multifamily housing, development and construction risks that may impact profitability, risks that joint ventures with third parties and DCP investments do not perform as expected, the failure of automation or technology to help grow net operating income, and other risk factors discussed in documents filed by the Company with the SEC 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.

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 communities in targeted U.S. markets. As of June 30, 2023, UDR owned or had an ownership position in 58,412 apartment homes including 415 homes under development. For over 51 years, UDR has delivered long-term value to shareholders, the best standard of service to Residents and the highest quality experience for Associates.

Attachment 1

Consolidated Statements of Operations
(Unaudited) ⁽¹⁾

	Three Months Ended						Six Months Ended
	June 30,						June 30,
In thousands, except per share amounts	2023			2022			2023			2022

REVENUES:
Rental income ⁽²⁾	$	403,098		$	367,748		$	801,405		$	723,929
Joint venture management and other fees		1,450			1,419			2,692			2,504
Total revenues		404,548			369,167			804,097			726,433

OPERATING EXPENSES:
Property operating and maintenance		68,861			60,405			133,695			118,889
Real estate taxes and insurance		57,516			52,788			115,486			106,552
Property management		13,101			11,952			26,046			23,528
Other operating expenses		4,259			5,027			7,291			9,739
Real estate depreciation and amortization		168,925			167,584			338,225			331,206
General and administrative		16,452			16,585			33,932			31,493
Casualty-related charges/(recoveries), net		1,134			1,074			5,290			309
Other depreciation and amortization		3,681			3,016			7,330			6,091
Total operating expenses		333,929			318,431			667,295			627,807

Gain/(loss) on sale of real estate owned		325,884			-			325,885			-
Operating income		396,503			50,736			462,687			98,626

Income/(loss) from unconsolidated entities⁽²⁾		9,697			(11,229	)		19,404			(5,817	)
Interest expense		(45,113	)		(36,832	)		(88,855	)		(72,748	)
Interest income and other income/(expense), net		10,447			3,001			11,457			561

Income/(loss) before income taxes		371,534			5,676			404,693			20,622
Tax (provision)/benefit, net		(1,351	)		(312	)		(1,585	)		(655	)

Net Income/(loss)		370,183			5,364			403,108			19,967
Net (income)/loss attributable to redeemable noncontrolling interests in the OP and DownREIT Partnership		(22,630	)		(272	)		(24,583	)		(1,151	)
Net (income)/loss attributable to noncontrolling interests		(8	)		(8	)		(16	)		(27	)

Net income/(loss) attributable to UDR, Inc.		347,545			5,084			378,509			18,789
Distributions to preferred stockholders - Series E (Convertible)		(1,222	)		(1,109	)		(2,405	)		(2,201	)

Net income/(loss) attributable to common stockholders	$	346,323		$	3,975		$	376,104		$	16,588


Income/(loss) per weighted average common share - basic:	$	1.05		$	0.01		$	1.14		$	0.05
Income/(loss) per weighted average common share - diluted:	$	1.05		$	0.01		$	1.14		$	0.05

Common distributions declared per share	$	0.42		$	0.38		$	0.84		$	0.76

Weighted average number of common shares outstanding - basic		328,957			318,351			328,871			318,181
Weighted average number of common shares outstanding - diluted		332,480			319,572			332,412			319,592

(1) See Attachment 15 for definitions and other terms.
(2) As of June 30, 2023, UDR's residential accounts receivable balance, net of its reserve, was $8.3 million, including its share from unconsolidated joint ventures. The unreserved amount is based on probability of collection.

Attachment 2

Funds From Operations
(Unaudited) ⁽¹⁾

	Three Months Ended						Six Months Ended
	June 30,						June 30,
In thousands, except per share and unit amounts	2023			2022			2023			2022

Net income/(loss) attributable to common stockholders	$	346,323		$	3,975		$	376,104		$	16,588

Real estate depreciation and amortization		168,925			167,584			338,225			331,206
Noncontrolling interests		22,638			280			24,599			1,178
Real estate depreciation and amortization on unconsolidated joint ventures		8,695			7,489			16,180			15,113
Net gain on the sale of depreciable real estate owned, net of tax		(324,769	)		-			(324,770	)		-
Funds from operations ("FFO") attributable to common stockholders and unitholders, basic	$	221,812		$	179,328		$	430,338		$	364,085

Distributions to preferred stockholders - Series E (Convertible)⁽²⁾		1,222			1,109			2,405			2,201

FFO attributable to common stockholders and unitholders, diluted	$	223,034		$	180,437		$	432,743		$	366,286

FFO per weighted average common share and unit, basic	$	0.63		$	0.53		$	1.23		$	1.07
FFO per weighted average common share and unit, diluted	$	0.63		$	0.52		$	1.22		$	1.06

Weighted average number of common shares and OP/DownREIT Units outstanding, basic		350,207			339,885			350,157			339,715
Weighted average number of common shares, OP/DownREIT Units, and common stock equivalents outstanding, diluted		353,730			344,024			353,698			344,044

Impact of adjustments to FFO:
Variable upside participation on DCP, net	$	(204	)	$	-		$	(204	)	$	(10,622	)
Legal and other		-			709			(1,258	)		1,483
Realized (gain)/loss on real estate technology investments, net of tax		257			(5,886	)		852			(8,124	)
Unrealized (gain)/loss on real estate technology investments, net of tax		(8,104	)		20,676			(8,962	)		36,307
Casualty-related charges/(recoveries), net		1,134			1,074			5,290			309
Total impact of adjustments to FFO	$	(6,917	)	$	16,573		$	(4,282	)	$	19,353

FFO as Adjusted attributable to common stockholders and unitholders, diluted	$	216,117		$	197,010		$	428,461		$	385,639

FFO as Adjusted per weighted average common share and unit, diluted	$	0.61		$	0.57		$	1.21		$	1.12

Recurring capital expenditures		(21,345	)		(18,411	)		(33,644	)		(30,215	)
AFFO attributable to common stockholders and unitholders, diluted	$	194,772		$	178,599		$	394,817		$	355,424

AFFO per weighted average common share and unit, diluted	$	0.55		$	0.52		$	1.12		$	1.03

(1) See Attachment 15 for definitions and other terms.
(2) Series E cumulative convertible preferred shares are dilutive for purposes of calculating FFO per share for the three and six months ended June 30, 2023 and June 30, 2022. Consequently, distributions to Series E cumulative convertible preferred stockholders are added to FFO and the weighted average number of Series E cumulative convertible preferred shares are included in the denominator when calculating FFO per common share and unit, diluted.

Attachment 3

Consolidated Balance Sheets
(Unaudited) ⁽¹⁾

	June 30,			December 31,
In thousands, except share and per share amounts	2023			2022


ASSETS

Real estate owned:
Real estate held for investment	$	15,340,416		$	15,365,928
Less: accumulated depreciation		(5,951,557	)		(5,762,205	)
Real estate held for investment, net		9,388,859			9,603,723
Real estate under development
(net of accumulated depreciation of $0 and $296)		108,432			189,809
Real estate held for disposition
(net of accumulated depreciation of $0 and $0)		-			14,039
Total real estate owned, net of accumulated depreciation		9,497,291			9,807,571

Cash and cash equivalents		1,544			1,193
Restricted cash		28,837			29,001
Notes receivable, net		183,629			54,707
Investment in and advances to unconsolidated joint ventures, net		963,253			754,446
Operating lease right-of-use assets		192,369			194,081
Other assets		218,782			197,471
Total assets	$	11,085,705		$	11,038,470

LIABILITIES AND EQUITY

Liabilities:
Secured debt	$	1,049,715		$	1,052,281
Unsecured debt		4,377,497			4,435,022
Operating lease liabilities		187,556			189,238
Real estate taxes payable		38,945			37,681
Accrued interest payable		46,729			46,671
Security deposits and prepaid rent		56,690			51,999
Distributions payable		148,403			134,213
Accounts payable, accrued expenses, and other liabilities		124,454			153,220
Total liabilities		6,029,989			6,100,325

Redeemable noncontrolling interests in the OP and DownREIT Partnership		935,543			839,850

Equity:
Preferred stock, no par value; 50,000,000 shares authorized at June 30, 2023 and December 31, 2022:
2,686,308 shares of 8.00% Series E Cumulative Convertible issued
and outstanding (2,686,308 shares at December 31, 2022)		44,614			44,614
11,920,927 shares of Series F outstanding (12,100,514 shares at December 31, 2022)		1			1
Common stock, $0.01 par value; 450,000,000 shares authorized at June 30, 2023 and December 31, 2022:
329,478,476 shares issued and outstanding (328,993,088 shares at December 31, 2022)		3,295			3,290
Additional paid-in capital		7,508,616			7,493,423
Distributions in excess of net income		(3,445,679	)		(3,451,587	)
Accumulated other comprehensive income/(loss), net		9,116			8,344
Total stockholders' equity		4,119,963			4,098,085
Noncontrolling interests		210			210
Total equity		4,120,173			4,098,295
Total liabilities and equity	$	11,085,705		$	11,038,470

(1) See Attachment 15 for definitions and other terms.

Attachment 4(C)

Selected Financial Information

(Dollars in Thousands)

(Unaudited) ⁽¹⁾

Quarter Ended

Coverage Ratios

June 30, 2023

Net income/(loss)

370,183

Adjustments:

Interest expense, including debt extinguishment and other associated costs

45,113

Real estate depreciation and amortization

168,925

Other depreciation and amortization

3,681

Tax provision/(benefit), net

1,351

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

(325,884

)

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

12,813

EBITDAre

276,182

Casualty-related charges/(recoveries), net

1,134

Unrealized (gain)/loss on real estate technology investments

(8,720

)

Realized (gain)/loss on real estate technology investments

(Income)/loss from unconsolidated entities

(9,697

)

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

(12,813

)

Management fee expense on unconsolidated joint ventures

(615

)

Consolidated EBITDAre - adjusted for non-recurring items

245,528

Annualized consolidated EBITDAre - adjusted for non-recurring items

982,112

Interest expense, including debt extinguishment and other associated costs

45,113

Capitalized interest expense

2,342

Total interest

47,455

Preferred dividends

1,222

Total debt

5,427,212

Cash

(1,544

)

Net debt

5,425,668

Consolidated Interest Coverage Ratio - adjusted for non-recurring items

5.2x

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

5.0x

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

5.5x

Debt Covenant Overview

Unsecured Line of Credit Covenants ⁽²⁾

Required

Actual

Compliance

Maximum Leverage Ratio

≤60.0%

29.6% ⁽²⁾

Yes

Minimum Fixed Charge Coverage Ratio

≥1.5x

5.0x

Yes

Maximum Secured Debt Ratio

≤40.0%

8.4%

Yes

Minimum Unencumbered Pool Leverage Ratio

≥150.0%

392.3%

Yes

Senior Unsecured Note Covenants ⁽³⁾

Required

Actual

Compliance

Debt as a percentage of Total Assets

≤65.0%

31.9% ⁽³⁾

Yes

Consolidated Income Available for Debt Service to Annual Service Charge

≥1.5x

5.9x

Yes

Secured Debt as a percentage of Total Assets

≤40.0%

6.2%

Yes

Total Unencumbered Assets to Unsecured Debt

≥150.0%

326.1%

Yes

Securities Ratings

Debt

Outlook

Commercial Paper

Moody's Investors Service

Baa1

Stable

P-2

S&P Global Ratings

BBB+

Stable

A-2

Gross

% of

Number of

2Q 2023 NOI ⁽¹⁾

Carrying Value

Total Gross

Asset Summary

Homes

($000s)

% of NOI

($000s)

Carrying Value

Unencumbered assets

46,310

244,619

88.4

13,680,810

88.6

Encumbered assets

7,522

32,102

11.6

1,768,038

11.4

53,832

276,721

100.0

15,448,848

100.0

(1) See Attachment 15 for definitions and other terms.
(2) As defined in our credit agreement dated September 15, 2021, as amended.
(3) As defined in our indenture dated November 1, 1995 as amended, supplemented or modified from time to time.

Attachment 15(D)

Definitions and Reconciliations
June 30, 2023
(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 2023 and third quarter of 2023 to forecasted FFO, FFO as Adjusted and AFFO per share and unit:


	Full-Year 2023
	Low			High

Forecasted net income per diluted share	$	1.35		$	1.39
Conversion from GAAP share count		(0.02	)		(0.02	)
Net gain on the sale of depreciable real estate owned		(0.93	)		(0.93	)
Depreciation		2.00			2.00
Noncontrolling interests		0.07			0.07
Preferred dividends		0.01			0.01
Forecasted FFO per diluted share and unit	$	2.48		$	2.52
Legal and other costs		-			-
Casualty-related charges/(recoveries)		0.02			0.02
Realized/unrealized (gain)/loss on real estate technology investments		(0.03	)		(0.03	)
Forecasted FFO as Adjusted per diluted share and unit	$	2.47		$	2.51
Recurring capital expenditures		(0.23	)		(0.23	)
Forecasted AFFO per diluted share and unit	$	2.24		$	2.28


	3Q 2023
	Low			High

Forecasted net income per diluted share	$	0.13		$	0.15
Conversion from GAAP share count		(0.01	)		(0.01	)
Depreciation		0.50			0.50
Noncontrolling interests		-			-
Preferred dividends		-			-
Forecasted FFO per diluted share and unit	$	0.62		$	0.64
Legal and other costs		-			-
Casualty-related charges/(recoveries)		-			-
Realized/unrealized (gain)/loss on real estate technology investments		-			-
Forecasted FFO as Adjusted per diluted share and unit	$	0.62		$	0.64
Recurring capital expenditures		(0.06	)		(0.06	)
Forecasted AFFO per diluted share and unit	$	0.56		$	0.58

View source version on businesswire.com: https://www.businesswire.com/news/home/20230725220873/en/

UDR Announces Second Quarter 2023 Results and Updates Full-Year 2023 Guidance