10q10k10q10k.net

What changed in UDR, Inc.'s 10-K — 2023 vs 2024

vs

Paragraph-level year-over-year comparison of UDR, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+295 added−296 removedSource: 10-K (2025-02-18) vs 10-K (2024-02-20)

Top changes in UDR, Inc.'s 2024 10-K

295 paragraphs added · 296 removed · 246 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

47 edited+21 added−22 removed40 unchanged
Biggest changeRevenue growth in 2024 may be impacted by adverse developments affecting the general economy, inclusive of economic conditions as a result of a recession, reduced occupancy rates, increased rental concessions, new supply, increased bad debt and other factors which may adversely impact our ability to increase rents.
Biggest changeThe increase in NOI for the 51,428 Same-Store apartment homes, or 92.3% of our portfolio, was primarily driven by an increase in market rental rates and an increase in reimbursement, ancillary and fee income, partially offset by higher personnel costs, higher repair and maintenance expense, higher utilities expense, higher administration and marketing costs, and higher real estate tax expense. 11 Table of Contents Revenue growth in 2025 may be impacted by adverse developments affecting the general economy, inclusive of economic conditions as a result of a recession, reduced occupancy rates, increased rental concessions, new supply, increased bad debt and other factors which may adversely impact our ability to increase rents.
The report’s ESG disclosures were, to the extent applicable, prepared in accordance with the Global Reporting Initiative (GRI) Standards (core), the Sustainability Accounting Standards Board (SASB) standards, and the Task Force for Climate-related Financial Disclosure (TCFD) framework. ​ Refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for further information on the Company’s activities in 2023. ​ Our Strategic Vision Our strategic vision is to be the multifamily public REIT of choice for investors.
The report’s ESG disclosures were, to the extent applicable, prepared in accordance with the Global Reporting Initiative (GRI) Standards (core), the Sustainability Accounting Standards Board (SASB) standards, and the Task Force for Climate-related Financial Disclosure (TCFD) framework. ​ Refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for further information on the Company’s activities in 2024. ​ Our Strategic Vision Our strategic vision is to be the multifamily public REIT of choice for investors.
Although an extreme or sustained escalation in costs could have a negative impact on our residents and their ability to absorb rent increases, we do not believe this had a material impact on our results for the year ended December 31, 2023 . Environmental Matters Various environmental laws govern certain aspects of the ongoing operation of our communities.
Although an extreme or sustained escalation in costs could have a negative impact on our residents and their ability to absorb rent increases, we do not believe this had a material impact on our results for the year ended December 31, 2024 . Environmental Matters Various environmental laws govern certain aspects of the ongoing operation of our communities.
At December 31, 2023, the Company had no communities at which it was conducting substantial redevelopment activities . Same-Store Community Comparison We believe that one pertinent quantitative measurement of the performance of our portfolio is tracking the results of our Same-Store Communities’ NOI, which is total rental revenue, less rental and other operating expenses excluding property management.
At December 31, 2024, the Company had no communities at which it was conducting substantial redevelopment activities . Same-Store Community Comparison We believe that one pertinent quantitative measurement of the performance of our portfolio is tracking the results of our Same-Store Communities’ NOI, which is total rental revenue, less rental and other operating expenses excluding property management.
Acquisitions and Dispositions When evaluating potential acquisitions, we consider a wide variety of factors, including: ● high working age population growth, relatively robust rental versus single-family home affordability, measured long-term new supply growth, overall potential for strong total income growth; 8 Table of Contents ● the tax and regulatory environment of the market in which the property is located; ● geographic location, including proximity to jobs, entertainment, transportation, and our existing communities which can deliver significant economies of scale; ● our climate assessments for the market and sub-market in which the property is located; ● construction quality, condition and design of the property; ● current and projected cash flow of the property and the ability to increase cash flow; ● ability of the property’s projected returns to exceed our cost of capital; ● potential for capital appreciation of the property; ● ability to increase the value and profitability of the property through operations and redevelopment; ● terms of resident leases, including the potential for rent increases; ● occupancy and demand by residents for properties of a similar type in the vicinity; ● prospects for liquidity through sale, financing or refinancing of the property; and ● competition from existing multifamily communities and the potential for the construction of new multifamily properties in the area.
Acquisitions and Dispositions When evaluating potential acquisitions, we consider a wide variety of factors, including: ● high working age population growth, relatively robust rental versus single-family home affordability, measured long-term new supply growth, overall potential for strong total income growth; ● the tax and regulatory environment of the market in which the property is located; 8 Table of Contents ● geographic location, including proximity to jobs, entertainment, transportation, and our existing communities which can deliver significant economies of scale; ● our climate assessments for the market and sub-market in which the property is located; ● construction quality, condition, design and sustainability features of, or the potential to implement sustainability initiatives at, the property; ● current and projected cash flow of the property and the ability to increase cash flow; ● ability of the property’s projected returns to exceed our cost of capital; ● potential for capital appreciation of the property; ● ability to increase the value and profitability of the property through operations and redevelopment; ● terms of resident leases, including the potential for rent increases; ● occupancy and demand by residents for properties of a similar type in the vicinity; ● prospects for liquidity through sale, financing or refinancing of the property; and ● competition from existing multifamily communities and the potential for the construction of new multifamily properties in the area.
Our overarching objective is to enhance the associate experience, foster diversity, and maintain a motivated workforce that fuels our growth and talent retention.
Our overarching objective is to enhance the associate experience, foster diversity, and maintain a motivated and committed workforce that fuels our growth and talent retention.
You may obtain a free copy of our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and amendments to those reports on the day of filing with the SEC on our website at www.udr.com , or by sending an e-mail message to ir@udr.com. ​ 13 Table of Contents
You may obtain a free copy of our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and amendments to those reports on the day of filing with the SEC on our website at www.udr.com , or by sending an e-mail message to ir@udr.com. ​ 14 Table of Contents
These metrics are presented annually to our executive leadership and Board of Directors for oversight purposes. ​ Associate Growth and Development ​ We firmly believe that frequent training is essential for associate job satisfaction, effectiveness, career progression, and retention. New associates participate in a comprehensive two-day onboarding process that covers our culture, values, mission, and administrative procedures.
These metrics are presented annually to our executive leadership and our Board of Directors for oversight purposes. ​ Associate Growth and Development ​ We firmly believe that ongoing development is essential for associate job satisfaction, effectiveness, career progression, and retention. New associates participate in a comprehensive two-day onboarding process that covers our culture, values, mission, and administrative procedures.
Competing communities can use rental concessions or lower rents to obtain temporary competitive advantages. Also, some competing communities are larger or newer than our communities. The competitive position of each community is different depending upon many factors, including sub-market supply and demand.
Competing communities can use rental concessions or lower rents to obtain temporary competitive advantages. Also, some competing communities are larger or newer than our communities. The competitive position of each community is different depending upon many factors, including sub-market supply and 10 Table of Contents demand.
Our Same-Store Community population is comprised of operating communities which we own and have stabilized occupancy, revenues and expenses as of the beginning of the prior year. Net income attributable to common stockholders was $439.5 million as compared to $82.5 million in the prior year.
Our Same-Store Community population is comprised of operating communities which we own and have stabilized occupancy, revenues and expenses as of the beginning of the prior year. Net income attributable to common stockholders was $84.8 million as compared to $439.5 million in the prior year.
Advancing a Strong Corporate Culture and Ensuring High Resident Satisfaction Refer to Human Capital Management section above , for further information on the Company’s corporate culture. ​ 10 Table of Contents Competitive Conditions Competition for new residents is generally intense across our markets. Some competing communities offer amenities that our communities do not have.
Advancing a Strong Corporate Culture and Ensuring High Resident Satisfaction Refer to Human Capital Management section above , for further information on the Company’s corporate culture. ​ Competitive Conditions Competition for new residents is generally intense across our markets. Some competing communities offer amenities that our communities do not have.
To achieve this objective, we intend to continue to pursue the following goals and strategies: ● own and operate a diversified portfolio of apartments in targeted markets in the United States, which are characterized by strong total income growth, high working age population growth, relatively robust rental versus single-family home affordability and favorable demand/supply ratio for multifamily housing, thus enhancing stability and predictability of returns to our stockholders; ● manage real estate cycles by taking an opportunistic approach to buying, selling, renovating, redeveloping, and developing apartment communities; ● empower site associates to manage our communities efficiently and effectively; ● measure and reward associates based on specific performance targets; and ● manage our capital structure with the intent of lowering our relative cost of capital to enhance profitability and predictability of liquidity, earnings and dividends. 2023 Highlights Commitment to Shareholders ● In July 2023, the Company marked its 51 st year as a REIT and, in October 2023, paid its 204 th consecutive quarterly dividend.
To achieve this objective, we intend to continue to pursue the following goals and strategies: ● own and operate a diversified portfolio of apartments in targeted markets in the United States, which are characterized by strong total income growth, high working age population growth, relatively robust rental versus single-family home affordability and favorable demand/supply ratio for multifamily housing, thus enhancing stability and predictability of returns to our stockholders; ● manage real estate cycles by taking an opportunistic approach to buying, selling, renovating, redeveloping, and developing apartment communities; ● empower our associates to manage our communities efficiently and effectively to improve resident satisfaction; ● measure and reward associates based on specific performance targets; and ● manage our capital structure with the intent of lowering our relative cost of capital to enhance profitability and predictability of liquidity, earnings and dividends. 2024 Highlights Commitment to Shareholders ● In July 2024, the Company marked its 52 nd year as a REIT and, in October 2024, paid its 208 th consecutive quarterly dividend.
As of December 31, 2023, the Company had no communities at which it was conducting substantial redevelopment activities .
As of December 31, 2024, the Company had no communities at which it was conducting substantial redevelopment activities .
Redevelopment Activities Our objective in redeveloping a community is twofold: we aim to grow rental rates while also producing a higher yielding and more valuable asset through asset quality improvement. During the year ended December 31, 2023, we incurred $123.3 million in major renovations, which included major structural changes and/or architectural revisions to existing buildings.
Redevelopment Activities Our objective in redeveloping a community is twofold: we aim to grow rental rates while also producing a higher yielding and more valuable asset through asset quality improvement. During the year ended December 31, 2024, we incurred $51.4 million in major renovations, which included major structural changes and/or architectural revisions to existing buildings.
Diversified characteristics of our portfolio include: ● our consolidated apartment portfolio includes 168 communities located in 21 markets throughout the U.S., including both coastal and sunbelt locations; ● our communities that are located proximate to each other within a market provide enhanced economics; and ● our mix of urban/suburban communities is approximately 31%/69% and our mix of A/B quality properties is approximately 44%/56%.
Diversified characteristics of our portfolio include: ● our consolidated apartment portfolio includes 169 communities located in 21 markets throughout the U.S., including both coastal and sunbelt locations; ● our communities that are located proximate to each other within a market provide enhanced economics; and ● our mix of urban/suburban communities is approximately 30%/70% and our mix of A/B quality properties is approximately 44%/56%.
ESG Report We published our 2023 ESG Report on our website, which discloses our environmental and social initiatives, programs, and performance.
ESG Report We published our 2024 ESG Report on our website, which discloses our environmental and social initiatives, programs, and performance.
How demographic trends, economic drivers, and multifamily fundamentals and valuations have trended over the long-term and our portfolio strategy generally govern our review process on where and when to allocate development capital.
How demographic trends, economic drivers, and multifamily fundamentals and valuations have trended over the long-term 9 Table of Contents and our portfolio strategy generally govern our review process on where and when to allocate development capital.
Within this workforce, 991 associates are focused on roles directly associated with our communities, while the remaining associates contribute to various corporate functions. Our commitment to social responsibility extends to the entire employee lifecycle, encompassing recruitment, onboarding, development, engagement, and retention.
Within this workforce, 1,007 associates are focused on roles directly associated with our communities, while the remaining associates contribute to various corporate functions. Our commitment extends to the entire employee lifecycle, encompassing recruitment, onboarding, development, engagement, and retention.
At December 31, 2023, our consolidated real estate portfolio consisted of 168 communities located in 21 markets, consisting of 55,550 completed apartment homes, which are held directly or through our subsidiaries, including the Operating Partnership and the DownREIT Partnership, and consolidated joint ventures.
At December 31, 2024, our consolidated real estate portfolio consisted of 169 communities located in 21 markets, consisting of 55,696 completed apartment homes, which are held directly or through our subsidiaries, including the Operating Partnership and the DownREIT Partnership, and consolidated joint ventures.
We also organized food, clothing, and blood drives, as well as initiatives to promote non-profit organizations and causes, fostering a culture of giving back. ​ Employee Health, Wellness and Benefits ​ The health, wellness, and safety of our associates are paramount to UDR. We maintain an inclusive culture by prioritizing the well-being of our associates.
We also organized food, clothing, and blood drives, as well as initiatives to promote non-profit organizations and causes, fostering a culture of giving back. ​ Employee Health, Wellness and Benefits ​ The health, wellness, and safety of our associates are paramount to UDR.
Communities At December 31, 2023, our consolidated real estate portfolio included 168 communities with a total of 55,550 completed apartment homes. The overall quality of our portfolio generally enables us to raise rents and to attract residents with higher levels of disposable income who are more likely to absorb such rents.
Communities At December 31, 2024, our consolidated real estate portfolio included 169 communities with a total of 55,696 completed apartment homes. The overall quality of our portfolio relative to other properties generally enables us to charge higher rents and to attract residents with higher levels of disposable income who are more likely to absorb such rents.
By prioritizing and enhancing the associate experience, we hope to enhance engagement levels, leading to increased customer satisfaction, higher employee 4 Table of Contents retention, and superior results.
By prioritizing and enhancing the associate experience, we aim to enhance engagement levels, leading to increased customer satisfaction, higher employee retention, and superior results.
As of December 31, 2023, there were 189.9 million units in the Operating Partnership (“OP Units”) outstanding, of which 176.4 million OP Units (including 0.1 million of general partnership units), or 92.9%, were owned by UDR and 13.5 million OP Units, or 7.1%, were owned by outside limited partners.
As of December 31, 2024, there were 189.8 million units in the Operating Partnership (“OP Units”) outstanding, of which 176.6 million OP Units (including 0.1 million of general partnership units), or 93.0%, were owned by UDR and 13.2 million OP Units, or 7.0%, were owned by outside limited partners.
Our management team (including resident services managers and more senior job classifications) reflects a gender balance of 57% male and 43% female, with an ethnic breakdown of 61% White and 39% non-White.
Our management team (including resident services managers and more senior job classifications) reflects a gender balance of 59% male and 41% female, with an ethnic breakdown of 60% White and 40% non-White.
As of December 31, 2023, there were 32.4 million units in the DownREIT Partnership (“DownREIT Units”) outstanding, of which 21.4 million, or 66.0%, were owned by UDR and its subsidiaries and 11.0 million, or 34.0%, were owned by outside limited partners.
As of December 31, 2024, there were 32.4 million units in the DownREIT Partnership (“DownREIT Units”) outstanding, of which 23.0 million, or 71.0%, were owned by UDR and its subsidiaries and 9.4 million, or 29.0%, were owned by outside limited partners.
In January 2024, the Company acquired the remaining interest in the operating community from the joint venture. (b) Includes 1,328 apartment homes from the partial sale of four operating communities to a newly formed joint venture. 9 Table of Contents Development Activities Our objective in developing a community is to create value while improving the quality of our portfolio.
The community was previously owned by a consolidated joint venture of the Company. (b) Includes 1,328 apartment homes from the partial sale of four operating communities to a newly formed joint venture. Development Activities Our objective in developing a community is to create value while improving the quality of our portfolio.
Our commitment extends to fostering a diverse and inclusive workplace environment that facilitates the development and advancement of all associates. ​ As of December 31, 2023, our workforce is comprised of 60% male and 40% female associates, with an ethnic composition of 53% White, 26% Hispanic/Latino, 13% Black, 2% Asian, and 6% Other.
Our commitment extends to fostering a diverse and inclusive workplace environment that facilitates the development and advancement of all associates. ​ 5 Table of Contents As of December 31, 2024, our workforce is comprised of 61% male and 39% female associates, with an ethnic composition of 51% White, 27% Hispanic/Latino, 13% Black, 3% Asian, and 6% Other.
The following table summarizes our apartment community acquisitions and dispositions and our consolidated year-end ownership position for the past five years ( dollars in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 2021 2020 2019 Homes acquired ​ 1,889 (a) ​ 433 ​ 5,426 ​ 1,642 ​ 7,079 Homes disposed ​ 1,604 (b) ​ 90 ​ 651 ​ 599 ​ — Homes owned at December 31, ​ 55,550 ​ 54,999 ​ 53,229 ​ 48,283 ​ 47,010 Total real estate owned, at cost ​ $ 16,023,859 ​ $ 15,570,072 ​ $ 14,740,803 ​ $ 13,071,472 ​ $ 12,602,101 (a) Excludes 173 apartment homes related to the consolidation of a joint venture that owns one operating community.
The following table summarizes our apartment community acquisitions and dispositions and our consolidated year-end ownership position for the past five years ( dollars in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 2021 2020 Homes acquired ​ 173 (a) ​ 1,889 ​ ​ 433 ​ 5,426 ​ 1,642 Homes disposed ​ 214 ​ ​ 1,604 (b) ​ 90 ​ 651 ​ 599 Homes owned at December 31, ​ 55,696 ​ 55,550 ​ 54,999 ​ 53,229 ​ 48,283 Total real estate owned, at cost ​ $ 16,213,363 ​ $ 16,023,859 ​ $ 15,570,072 ​ $ 14,740,803 ​ $ 13,071,472 (a) In January 2024, the Company acquired its joint venture partner’s common equity interest in a 173 apartment home operating community.
These were partially offset by higher depreciation expense primarily due to communities acquired and completion of developments in 2023 and 2022, and higher interest expense primarily due to higher average interest rates and higher overall debt balances. ● Total revenues increased 7.3% over the prior year primarily due to overall market rent growth and communities acquired and completion of developments during 2023 and 2022, partially offset by dispositions of real estate in 2023. ● We achieved Same-Store revenue growth of 5.6% and Same-Store NOI growth of 6.0%.
These were partially offset by higher total net operating income (“NOI”). ● Total revenues increased 2.7% over the prior year primarily due to overall market rent growth and communities acquired and completion of developments during 2024 and 2023, partially offset by dispositions of real estate in 2024 and 2023. · We achieved Same-Store revenue growth of 2.3% and Same-Store NOI growth of 1.5%.
In 2023, we declared total distributions of $1.68 per common share and paid dividends of $1.64 per common share. ​ ​ ​ ​ ​ ​ ​ ​ Dividends Dividends ​ ​ Declared in ​ Paid in ​ ​ 2023 ​ 2023 First Quarter ​ $ 0.4200 ​ $ 0.3800 Second Quarter ​ 0.4200 ​ 0.4200 Third Quarter ​ 0.4200 ​ 0.4200 Fourth Quarter ​ 0.4200 ​ 0.4200 Total ​ $ 1.6800 ​ $ 1.6400 ​ UDR was formed in 1972 as a Virginia corporation.
In 2024, we declared total distributions of $1.70 per common share and paid dividends of $1.695 per common share. ​ ​ ​ ​ ​ ​ ​ ​ Dividends Dividends ​ ​ Declared in ​ Paid in ​ ​ 2024 ​ 2024 First Quarter ​ $ 0.4250 ​ $ 0.4200 Second Quarter ​ 0.4250 ​ 0.4250 Third Quarter ​ 0.4250 ​ 0.4250 Fourth Quarter ​ 0.4250 ​ 0.4250 Total ​ $ 1.7000 ​ $ 1.6950 ​ UDR was formed in 1972 as a Virginia corporation.
The consolidated financial statements of UDR include the noncontrolling interests of the unitholders in the Operating Partnership and DownREIT Partnership. Human Capital Management ​ As of December 31, 2023, our team at UDR comprises 1,397 full-time associates and 13 part-time associates, all of whom are dedicated to the success of our organization.
The consolidated financial statements of UDR include the noncontrolling interests of the unitholders in the Operating Partnership and DownREIT Partnership. Human Capital Management ​ We strive to attract and retain high-performing talent. As of December 31, 2024, our Company had 1,419 full-time associates and 13 part-time associates, all of whom are dedicated to the success of our organization.
The Company’s annualized declared 2023 dividend of $1.68 represented a 10.5% increase over the previous year. Property Operations ● Net income attributable to common stockholders was $439.5 million as compared to $82.5 million in the prior year.
The Company’s annualized declared 2024 dividend of $1.70 represented a 1.2% increase over the previous year. Earnings Results · Net income attributable to common stockholders was $84.8 million as compared to $439.5 million in the prior year.
In addition, lead based paint in any of the communities may result in lead poisoning in children residing in that community if chips or particles of such lead based paint are ingested, and we may be held liable under state laws for any such injuries caused by ingestion of lead based paint by children living at the communities.
In addition, lead based paint in any of the communities may result in lead poisoning in children residing in that community if chips or particles of such lead based paint are ingested, and we may be held liable under state laws for any such injuries caused by ingestion of lead based paint by children living at the communities. 12 Table of Contents We are unaware of any environmental hazards at any of our properties that individually or in the aggregate may have a material adverse impact on our operations or financial position.
We are also insured, with limits of liability customary within the multi-family apartment industry, against the risk of direct physical damage on a replacement cost basis, including loss of rental income during the reconstruction period.
We are also insured, with limits of liability we believe to be customary within the multi-family apartment industry, against the risk of direct physical damage on a replacement cost basis, including loss of rental income during the reconstruction period. Supplemental U.S. Federal Income Tax Considerations ​ The following discussion supplements and updates the disclosures under “Material U.S.
By staying up-to-date with the latest trends in the job market, we seek to provide fair and competitive compensation packages to our associates. We also conduct annual assessments of pay equity across various dimensions, such as gender, age, and ethnicity, for each job title. Our compensation programs are designed to include performance-driven bonuses.
We seek to stay up to date with the latest trends in the job market in order to provide fair and competitive compensation packages for our associates. Our compensation programs are designed to include performance-driven bonuses.
In addition, we have an ownership interest in 10,045 completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including 5,618 apartment homes owned by entities in which we hold preferred equity investments. At December 31, 2023, the Company was developing two wholly-owned communities totaling 415 homes, of which 56 have been completed.
In addition, we have an ownership interest in 10,860 completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including 6,436 apartment homes owned by entities in which we hold preferred equity investments.
We believe that through professional environmental inspections and testing for asbestos, lead paint and other hazardous materials, coupled with a relatively conservative posture toward accepting known environmental risk, we can minimize our exposure to potential liability associated with environmental hazards. 12 Table of Contents Federal legislation requires owners and landlords of residential housing constructed prior to 1978 to disclose to potential residents or purchasers of the communities any known lead paint hazards and imposes treble damages for failure to provide such notification.
We believe that through professional environmental inspections and testing for asbestos, lead paint and other hazardous materials, coupled with a relatively conservative posture toward accepting known environmental risk, we can minimize our exposure to potential liability associated with environmental hazards.
Also, if more stringent requirements are imposed on us in the future, the costs of compliance could have a material adverse effect on our results of operations and our financial condition. Insurance We carry comprehensive general liability coverage on our communities, with limits of liability customary within the multi-family apartment industry to insure against liability claims and related defense costs.
Also, if more stringent requirements are imposed on us in the future, the costs of compliance could have a material adverse effect on our results of operations and our financial condition.
Organizational development and succession planning are critical components of the Company's long-term strategy as they help UDR to have the right talent in the right positions to drive success and growth. ​ Diversity and Inclusion ​ We prioritize respect, fairness, and the promotion of diverse perspectives, which contribute to our Company's growth and success.
We offer partial tuition reimbursement to support associates in attaining these certifications. ​ Additionally, in 2024, the Company put greater focus on organizational development and succession planning to help ensure UDR has the right talent in the right positions to drive success and growth, as well as business continuity during leadership transitions. ​ Diversity and Inclusion ​ We prioritize respect, fairness, and the promotion of diverse perspectives, which contribute to our Company's growth and success.
By the end of 2023, 95% of associates had completed annual technology IT security training, while 95% had completed fair housing, harassment, diversity and inclusion, and business ethics training. ​ Certifications play a crucial role in career progression in the apartment industry. We actively encourage our associates to pursue professional certifications that align with their interests and benefit the Company.
In 2024, our associates collectively invested 38,225 hours in training, averaging 27 hours per full time associate. By the end of 2024, 90% of associates had completed annual IT security training, fair housing, harassment, workplace violence, diversity and inclusion, and business ethics training. ​ Certifications play a crucial role in career progression in the apartment industry.
We continue to utilize our compensation market data tool that enables us to access near real-time market insights. This tool has been helpful in helping us to make informed decisions and adjust our salary ranges accordingly, helping us to remain competitive and attract and retain top talent.
We continue to utilize general market, as well as industry and geographically specific public compensation data to make informed decisions and adjust our salary ranges accordingly, so we can remain competitive and attract and retain top talent.
We also provide a comprehensive set of employee benefits, including health, dental, and vision insurance coverage for all associates. ​ Reporting Segments We report in two segments: Same-Store Communities and Non-Mature Communities/Other . Our S ame-Store Communities segment represents those communities acquired, developed, and stabilized prior to January 1, 2022, and held as of December 31, 2023.
Our S ame-Store Communities segment represents those communities acquired, developed, and stabilized prior to January 1, 2023, and held as of December 31, 2024.
These certifications range from master's degree programs to certified property manager programs to technical licenses. We offer partial tuition reimbursement to support associates in attaining these certifications.
We actively encourage our associates to pursue professional certifications that align with their interests and benefit the Company. These certifications range from master's degree programs to certified property manager programs or technical licenses.
Our Same-Store Community properties provided 93.1% of our total NOI for the year ended December 31, 2023.
These were partially offset by higher total net operating income (“NOI”). For the year ended December 31, 2024, our Same-Store NOI increased by $15.3 million compared to the prior year. Our Same-Store Community properties provided 92.4% of our total NOI for the year ended December 31, 2024.
At December 31, 2023, the Company was developing two wholly-owned communities located in Addison, Texas and Tampa, Florida, totaling 415 homes, of which 56 have been completed, with a budget of $187.5 million, in which we have an investment of $160.4 million. The communities are estimated to be completed in the second quarter of 2024.
At December 31, 2024, the Company was not developing any communities, although the Company was incurring and capitalizing costs directly related to predevelopment activities in preparation of future development commencements. During the year ended December 31, 2024, the Company completed the development of two communities located in Tampa, Florida and Addison, Texas, with a total of 415 apartment homes.
At December 31, 2023, the Company was developing two wholly-owned communities located in Addison, Texas, and Tampa, Florida, totaling 415 homes, of which 56 have been completed, with a budget of $187.5 million, in which we have an investment of $160.4 million. The communities are estimated to be completed in the second quarter of 2024.
At December 31, 2024, the Company was not developing any communities, although the Company was incurring and capitalizing costs directly related to predevelopment activities in preparation of future development commencements. During the year ended December 31, 2024, the Company completed the development of two communities located in Tampa, Florida and Addison, Texas, with a total of 415 apartment homes.
This dedication to our UDR culture and values directly influences improved engagement, productivity, and the overall success of our organization. ​ Our UDR culture is defined by choice, transparency, and trust, empowering our associates to make decisions that align with their individual interests and benefit the Company as a whole.
This dedication to our UDR culture, values, and behaviors directly influences improved engagement, productivity, and the overall success of our organization. ​ 4 Table of Contents We strive to create a culture focused on a philosophy of collaboration, trust, and innovation where every individual feels welcomed, valued, proud, and empowered to do their best work.
Removed
We offer a wide range of training opportunities tailored to individual needs. ​ In addition to mandatory regulatory training (e.g., harassment, cybersecurity, fair housing), associates can opt to receive management development training through programs like the ULEAD and the Level Up! Career Mobility Programs. These initiatives equip our associates with valuable skills for career advancement.
Added
In 2024, we piloted a new onboarding roadmap to support onboarding new operations associates and decrease time to productivity. In addition, we offer a wide range of training opportunities tailored to individual needs. ​ Throughout 2024, the talent development team assessed the current training curriculum, audited the quality of existing content, and began documenting opportunities for improvement.
Removed
In total, over 6,000 courses are available to our associates, spanning topics such as leasing skills, property maintenance, customer service, project management, and system applications. In 2023, our associates collectively invested 13,924 hours in training, averaging 10 hours per full time associate. We also implemented improved controls around timely completion of required courses.
Added
As we look to the future, our long-term strategy will focus on UDR-developed content that supports the enhancement of skills and competencies at all levels and emphasizes personalized learning paths, ongoing development opportunities, and career progression. ​ During 2024, we introduced two digital customer experience service training courses and subsequent leader guides to approximately 1,200 associates to improve overall customer service skills and increase resident satisfaction and loyalty.
Removed
Each UDR associate participates in an annual performance review with their direct supervisor, providing feedback on career development and engagement levels. ​ Additionally, in 2023, the Company hired a Vice President of Organizational Development and Succession Planning.
Added
In addition, more than 450 UDR associates completed a DiSC assessment, which is a personality tool that measures preferences and tendencies, not skill or ability.
Removed
Over the three-year period ending December 31, 2023, 520 promotions occurred, with 48% of those promoted to resident services manager, director, or more senior job classifications being female and 26% non-White. ​ We provide resources, webinars, trainings, workshops, and tools to educate our associates on DEI-related topics.
Added
Finally, in 2024 more than 400 leaders across the Company participated in in-person experiential training, leveraging hands-on learning activities to improve team effectiveness, trust, communication, and collaboration. ​ In total, over 6,000 training courses are available to our associates, spanning topics such as leasing skills, property maintenance, customer service, project management, and leadership development.
Removed
Our commitment to promoting diversity and inclusion remains as we strive to create a healthy and diverse work environment and attract candidates from all backgrounds, ethnicities, and genders. 5 Table of Contents ​ Associate Engagement and Outreach ​ Throughout 2023, we placed greater emphasis on increasing associate engagement and focused efforts on achieving this goal.
Added
Over the three-year period ending December 31, 2024, 533 promotions occurred, with 45% of those promoted to resident services manager, director, or more senior job classifications being female and 42% non-White. ​ Our commitment to promoting diversity and inclusion remains as we strive to create a healthy and diverse work environment and attract candidates from all backgrounds, ethnicities, and genders. ​ Associate Engagement and Outreach ​ Throughout 2024, we listened to our associates through quarterly pulse surveys, and leveraging associate feedback implemented several measures aimed at improving communication, making data-driven decisions, and promoting collaboration between our operations and corporate teams.
Removed
We implemented a quarterly pulse survey program and several measures aimed at improving communication, making data-driven decisions, and promoting collaboration between our operations and corporate teams.
Added
We will continue to enhance our active listening strategy to drive continuous improvement across our business. ​ We believe that our associates should be active in their communities, and we support their efforts. In 2024, we introduced an enhanced volunteer policy that continues to provide associates with up to eight paid hours annually for volunteer activities.
Removed
Centralizing information, creating an HR Monthly Newsletter, and initiating internal publications and recognition programs for associates were among the initiatives we undertook to facilitate better communication and foster a sense of community. ​ The quarterly pulse surveys we implemented in 2023 give us valuable insights into associate engagement, views on UDR culture, and work-life balance, among other key performance indicators.
Added
Previously, volunteer opportunities were limited to one or two company-sponsored events per year with designated organizations. The updated policy now allows associates the flexibility to volunteer at any time throughout the year with a charitable organization of their choice. Through the policy, UDR provided 1,050 hours of paid time off to associates for volunteer work with over 30 local organizations.
Removed
We find these surveys to be incredibly helpful and plan to continue conducting them to receive ongoing feedback. ​ We believe that our associates should be active in their communities, and we support their efforts. In 2023, UDR provided 1,041 hours of paid time off to associates for volunteer work with over 20 local organizations.
Added
We maintain an inclusive culture by prioritizing the well-being of our associates. ​ In 2024, we upgraded our Employee Assistance Program (EAP) and increased enrollment by 10%. Our EAP includes counseling services, educational resources, and tools, including workshops and seminars on stress management, nutrition, and well-being for associates, partners, and teen-aged dependents.
Removed
Our monthly Wellness Newsletter covers a range of topics, including preventative care, fitness, mental health, and healthy eating habits. ​ In 2023, we reduced the benefits waiting period from two months to one month.
Added
We also invested in virtual and in-person wellness fairs aimed at providing associates learning opportunities on topics ranging from stress management and mental health to financial fitness.
Removed
In addition, we enhanced our behavioral health support mobile application, providing associates with 24/7 access to a care team of coaches and mental health professionals via text-based chats and self-guided activities at no additional cost to associates. This program was also expanded in 2023 to provide support to teen-age children for parents with teen-aged children.
Added
We continue to leverage our Lifestyle Spending Account, which provides associates with $1,000 annually to spend as they choose bolstering associate wellness and satisfaction. ​ Our commitment to associate benefits is underscored by a third-party benefits survey, conducted in 2024, where 84% of respondents stated they understood their benefits and 64% believed that UDR offered a benefit package that is satisfactory relative to other companies in the industry. ​ Reporting Segments We report in two segments: Same-Store Communities and Non-Mature Communities/Other .
Removed
Finally, a new associate resource program was introduced, providing our associates with a comprehensive set of tools to assist them in every aspect of their life.
Added
The primary drivers for the decrease were lower gains from dispositions of real estate as we sold fewer assets in 2024 when compared to the same period in 2023, and lower interest income and other income/(expense) primarily driven by a $37.3 million non-cash loan reserve partially offset by higher notes receivable balances.
Removed
This resource provides professional counseling and expert referrals for a wide array of personal and work-related concerns. ​ Our commitment to associate benefits is underscored by a third-party benefits survey, conducted in 2023, where 77% of respondents believed that UDR offered benefits meeting their needs. Utilizing feedback from this survey and our engagement survey, we enhanced the Lifestyle Spending Account.
Added
Investing and Developments · We completed the development of two communities located in Tampa, Florida and Addison, Texas, with a total of 415 apartment homes. · We recognized a gain of $16.9 million from the sale of an operating community located in Arlington, Virginia. · We received distributions totaling $102.4 million from the Company’s unconsolidated joint ventures and partnerships. ● We contributed $35.0 million to four joint ventures that own and operate four operating communities with a total of 818 apartment homes. · We funded an additional $32.2 million to two of our notes receivable investments . 7 Table of Contents Balance Sheet · We issued $300.0 million of 5.125% medium-term notes due September 1, 2034.
Removed
The Lifestyle Spending Account provides flexibility by allowing associates to allocate $1,000 annually to various health, wellness, and lifestyle categories. Furthermore, we implemented a 401(k) auto-enrollment for new hires at 3% of their salary that started in January 2024.
Added
The net proceeds were used to pay down outstanding indebtedness under our commercial paper program. · We amended our Revolving Credit Facility to extend the maturity date to August 31, 2028, with two six-month extension options and amended our Term Loan to include a twelve-month extension option. · We amended our Working Capital Credit Facility to extend the maturity date from January 12, 2025, to January 12, 2026.
Removed
The increase was primarily driven by higher gains from dispositions of real estate, higher total net operating income (“NOI”), and higher interest income and other income/(expense) primarily due to realized and unrealized gains from our direct investment in SmartRent, Inc. (“SmartRent”) and higher interest income driven by higher notes receivable balances.
Added
At December 31, 2024, the Company was not developing any communities, although the Company was incurring and capitalizing costs directly related to predevelopment activities in preparation of future development commencements. During the year ended December 31, 2024, the Company completed the development of two communities located in Tampa, Florida and Addison, Texas, with a total of 415 apartment homes.
Removed
Investing and Developments ● We acquired six operating communities located in Dallas, Texas, and Austin, Texas, for approximately $354.6 million. ● We contributed four wholly-owned operating communities to a newly formed joint venture in exchange for a 51.0% interest in the venture.
Added
The primary drivers for the decrease were lower gains from dispositions of real estate as we sold fewer assets in 2024 when compared to the same period in 2023, and lower interest income and other income/(expense) primarily driven by a $37.3 million non-cash loan reserve partially offset by higher notes receivable balances.
Removed
We received approximately $247.9 million in cash proceeds from our joint venture partner at formation and we recognized gains of $325.9 million from the partial sale of the operating communities.
Added
Federal legislation requires owners and landlords of residential housing constructed prior to 1978 to disclose to potential residents or purchasers of the communities any known lead paint hazards and imposes treble damages for failure to provide such notification.
Removed
The joint venture also acquired an operating community located in Norwood, Massachusetts, from a third party for $114.3 million. ● We completed the development of one community located in Washington, D.C., with a total of 300 apartment homes. 7 Table of Contents ● We recognized a gain of $25.3 million from the sale of an operating community located in Hillsboro, Oregon. ● We funded an additional $21.8 million to two of our Developer Capital Program preferred equity investments. ● We funded an additional $85.3 million to five of our notes receivable investments .

… 10 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

94 edited+8 added−8 removed184 unchanged
Biggest changeOur rental revenue and operating results depend significantly on the occupancy levels at our properties and the ability of our residents and retail and commercial tenants to meet their rent obligations to us, which have been in certain cases, and could in the future be, adversely affected by, among other things, job losses, furloughs, store closures, lower incomes, uncertainty about the future as a result of an epidemic, pandemic or other health crisis and related governmental actions, including eviction moratoriums, shelter-in-place orders, prohibitions or limits on charging certain fees, and limitations on collections and or rent increases, which have affected, and, if such restrictions are not lifted, or are reinstated, or new restrictions imposed, may continue to affect our ability to collect rent or enforce legal or contractual remedies for the failure to pay rent, which have negatively impacted, and may continue to negatively impact, our ability to remove residents or retail and commercial tenants who are not paying rent and our ability to rent their units or other space to new residents or retail and commercial tenants, respectively.
Biggest changeOur rental revenue and operating results depend significantly on the occupancy levels at our properties and the ability of our residents and retail and commercial tenants to meet their rent obligations to us, which have in the past been, and could in the future be, adversely affected by, among other things, job losses, furloughs, store closures, lower incomes, uncertainty about the future as a result of an epidemic, pandemic or other health crisis and related governmental actions such as eviction moratoriums, shelter-in-place orders, prohibitions or limits on charging certain fees, and limitations on collections and or rent increases.
The long-term nature of our retail and commercial leases (generally five to ten years with market-based or fixed-price renewal options) and the characteristics of many of our tenants (generally small and/or local businesses) may subject us to certain risks. The longer-term leases could result in below market lease rates over time, particularly in an inflationary environment.
The long-term nature of our retail and commercial leases (generally five to ten years with market-based or fixed-price renewal options) and the characteristics of many of our tenants (small and/or local businesses) may subject us to certain risks. The longer-term leases could result in below market lease rates over time, particularly in an inflationary environment.
Actual or Threatened Terrorist Attacks May Have an Adverse Effect on Our Business and Operating Results and Could Decrease the Value of Our Assets. Actual or threatened terrorist attacks and other acts of violence, destruction or war could have an adverse effect on our business and operating results.
Actual or Threatened Terrorist Attacks and Other Acts of Violence, Destruction or War May Have an Adverse Effect on Our Business and Operating Results and Could Decrease the Value of Our Assets. Actual or threatened terrorist attacks and other acts of violence, destruction or war could have an adverse effect on our business and operating results.
Our acquisition activities and their success are subject to the following risks, among others: ● we may be unable to obtain financing for acquisitions on favorable terms, or at all, which could cause us to delay or even abandon potential acquisitions; ● even if we are able to finance an acquisition, cash flow from the acquisition may be insufficient to meet our required principal and interest payments on the debt used to finance the acquisition; ● even if we enter into an acquisition agreement for an apartment community, we may not complete the acquisition for a variety of reasons after incurring certain acquisition-related costs; ● we may incur significant costs and divert management attention in connection with the evaluation and negotiation of potential acquisitions, including potential acquisitions that we subsequently do not complete; ● when we acquire an apartment community, we may invest additional amounts in it with the intention of increasing profitability, and these additional investments may not produce the anticipated improvements in profitability; ● the expected occupancy rates, rental rates and expenses may differ from actual results; and ● we may be unable to quickly and efficiently integrate acquired apartment communities and new personnel into our existing operations, and the failure to successfully integrate such apartment communities or personnel will result in inefficiencies that could materially and adversely affect our expected return on our investments and our overall profitability.
Our acquisition activities and their success are subject to the following risks, among others: ● we may be unable to obtain financing for acquisitions on favorable terms, or at all, which could cause us to delay or even abandon potential acquisitions; ● if we seek and are able to finance an acquisition with debt, cash flow from the acquisition may be insufficient to meet our required principal and interest payments on the debt used to finance the acquisition; ● even if we enter into an acquisition agreement for an apartment community, we may not complete the acquisition for a variety of reasons after incurring certain acquisition-related costs; ● we may incur significant costs and divert management attention in connection with the evaluation and negotiation of potential acquisitions, including potential acquisitions that we subsequently do not complete; ● when we acquire an apartment community, we may invest additional amounts in it with the intention of increasing profitability, and these additional investments may not produce the anticipated improvements in profitability; ● the expected occupancy rates, rental rates and expenses may differ from actual results; and ● we may be unable to quickly and efficiently integrate acquired apartment communities and new personnel into our existing operations, and the failure to successfully integrate such apartment communities or personnel will result in inefficiencies that could materially and adversely affect our expected return on our investments and our overall profitability.
We Could Incur Significant Insurance Costs and Some Potential Losses May Not Be Adequately Covered by Insurance. We have a comprehensive insurance program covering our properties and operating activities with limits of liability, deductibles and self-insured retentions that we believe are comparable to similarly situated companies, including within the multifamily industry.
We Could Incur Significant Insurance Costs and Some Potential Losses May Not Be Adequately Covered by Insurance Reserves. We have a comprehensive insurance program covering our properties and operating activities with limits of liability, deductibles and self-insured retentions that we believe are comparable to similarly situated companies, including within the multifamily industry.
We insure our properties and our operations with insurance companies that we believe have a good rating at the time our policies are put into effect. The financial condition of one or more insurance companies that insure us may be negatively impacted, which could result in their inability to pay on future insurance claims.
We insure our properties and our operations with insurance companies that we believe have a good rating and financial profile at the time our policies are put into effect. The financial condition of one or more insurance companies that insure us may be negatively impacted, which could result in their inability to pay on future insurance claims.
We cannot predict whether, when or to what extent any new U.S. federal tax laws, regulations, interpretations or rulings will impact the real estate investment industry or REITs. Prospective investors are urged to consult their tax advisors regarding the effect of potential future changes to the federal tax laws on an investment in our shares.
We cannot predict whether, when or to what extent any new U.S. federal income tax laws, regulations, interpretations or rulings will impact the real estate investment industry or REITs. Prospective investors are urged to consult their tax advisors regarding the effect of potential future changes to the U.S. federal income tax laws on an investment in our shares.
In addition to the risks listed in this “Risk Factors” section, a number of factors could negatively affect the price per share of our common stock, including: ● general market and economic conditions; ● actual or anticipated variations in our quarterly operating results or dividends or our payment of dividends in shares of our stock; ● changes in our funds from operations or earnings estimates; ● difficulties or inability to access capital or extend or refinance existing debt; ● decreasing (or uncertainty in) real estate valuations; ● changes in market valuations of similar companies; ● publication of research reports about us or the real estate industry; 29 Table of Contents ● the general reputation of REITs and the attractiveness of their equity securities in comparison to other equity securities (including securities issued by other real estate companies); ● general stock and bond market conditions, including changes in interest rates on fixed income securities, that may lead prospective purchasers of our common stock to demand a higher annual yield from future dividends; ● a change in analyst ratings; ● additions or departures of key management personnel; ● adverse market reaction to any additional debt we incur in the future; ● speculation in the press or investment community; ● terrorist activity or geopolitical events (including the ongoing war between Russia and Ukraine and the military conflict in Israel and Gaza), which may adversely affect the markets in which our securities trade, possibly increasing market volatility and causing the further erosion of business and consumer confidence and spending; ● failure to qualify as a REIT; ● strategic decisions by us or by our competitors, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business strategy; ● failure to satisfy listing requirements of the NYSE; ● governmental regulatory action and changes in tax laws; and ● the issuance of additional shares of our common stock, or the perception that such sales might occur, including under our at-the-market equity distribution program.
In addition to the risks listed in this “Risk Factors” section, a number of factors could negatively affect the price per share of our common stock, including: ● general market and economic conditions; ● actual or anticipated variations in our quarterly operating results or dividends or our payment of dividends in shares of our stock; ● changes in our funds from operations or earnings estimates; ● difficulties or inability to access capital or extend or refinance existing debt; ● decreasing (or uncertainty in) real estate valuations; ● changes in market valuations of similar companies; 30 Table of Contents ● publication of research reports about us or the real estate industry; ● the general reputation of REITs and the attractiveness of their equity securities in comparison to other equity securities (including securities issued by other real estate companies); ● general stock and bond market conditions, including changes in interest rates on fixed income securities, that may lead prospective purchasers of our common stock to demand a higher annual yield from future dividends; ● a change in analyst ratings; ● additions or departures of key management personnel; ● adverse market reaction to any additional debt we incur in the future; ● speculation in the press or investment community; ● terrorist activity, geopolitical events or armed conflicts (including the ongoing war between Russia and Ukraine and the military conflict in Israel and Gaza), which may adversely affect the markets in which our securities trade, possibly increasing market volatility and causing the further erosion of business and consumer confidence and spending; ● failure to qualify as a REIT; ● strategic decisions by us or by our competitors, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business strategy; ● failure to satisfy listing requirements of the NYSE; ● governmental regulatory action and changes in tax laws; and ● the issuance of additional shares of our common stock, or the perception that such sales might occur, including under our at-the-market equity distribution program.
Development and Construction Risks Could Impact Our Profitability. In the past we have selectively pursued the development and construction of apartment communities, and we intend to do so in the future as appropriate opportunities arise. Development activities have been, and in the future may be, conducted through wholly-owned affiliated companies or through joint ventures with unaffiliated parties.
Development and Construction Risks Could Impact Our Profitability. In the past we have pursued the development and construction of apartment communities, and we intend to do so in the future as appropriate opportunities arise. Development activities have been, and in the future may be, conducted through wholly-owned affiliated companies or through joint ventures with unaffiliated parties.
If either the Operating Partnership or the DownREIT Partnership were to be taxed as a corporation, it would incur substantial tax liabilities, and we would then fail to qualify as a REIT for tax purposes, unless it qualified for relief under certain statutory savings provisions, and our ability to raise additional capital would be impaired.
If either the Operating Partnership or the DownREIT Partnership were to be taxed as a corporation, unless it qualified for relief under certain statutory savings provisions, such partnership would incur substantial tax liabilities, and we would then fail to qualify as a REIT for tax purposes and our ability to raise additional capital would be impaired.
The following factors, among others, may affect the income generated by our apartment communities: ● the national and local economies; ● local real estate market conditions, such as an oversupply of apartment homes; ● tenants’ or prospective tenants’ perceptions of the safety, convenience, and attractiveness of our communities and the neighborhoods where they are located; ● our ability to provide adequate management, maintenance and insurance; ● rental expenses, including real estate taxes and utilities; ● competition from other apartment communities or alternative housing options; ● changes in interest rates and the availability of financing; ● changes in governmental regulations and the related costs of compliance; and ● changes in tax and housing laws, including the enactment of rent control laws or other laws regulating multifamily housing.
The following factors, among others, may affect the income generated by our apartment communities: ● the national and local economies; ● local real estate market conditions, such as an oversupply or increasing supply of apartment homes; ● tenants’ or prospective tenants’ perceptions of the safety, convenience, and attractiveness of our communities and the neighborhoods where they are located; ● our ability to provide adequate management, maintenance and insurance; ● rental expenses, including real estate taxes and utilities; ● competition from other apartment communities or alternative housing options; ● changes in interest rates and the availability of financing; ● changes in governmental regulations and the related costs of compliance; and ● changes in tax and housing laws, including the enactment of rent control laws or other laws regulating multifamily housing.
We face risks related to an epidemic, pandemic or other health crisis, which have impacted, and in the future could impact, the markets in which we operate and could have a material adverse effect on our business, results of operations, cash flows and financial condition.
We face risks related to an epidemic, pandemic or other health crisis, which in the past have impacted, and in the future could impact, the markets in which we operate and could have a material adverse effect on our business, results of operations, cash flows and financial condition.
These agreements could result in us retaining properties that we would otherwise sell or not paying down or refinancing indebtedness that we would otherwise pay down or refinance. However, subject to certain conditions, we retain the right to substitute other property or debt to meet these obligations to the sellers.
These agreements could result in us retaining properties that we would otherwise sell or not paying down or refinancing indebtedness that we would otherwise pay down or refinance. However, subject to certain conditions, we generally retain the right to substitute other property or debt to meet these obligations to the sellers.
We have in the past and may in the future develop and/or acquire properties through partnerships and joint ventures, including those in which we own a preferred interest, with other persons or entities when we believe circumstances warrant the use of such structures.
We have in the past and may in the future develop and/or acquire properties through partnerships and joint ventures, including those in which we own a preferred interest or debt, with other persons or entities when we believe circumstances warrant the use of such structures.
Although we would seek to maintain sufficient influence over the entity to achieve our objectives, our partners may have interests that differ from ours and may be in a position to take actions without our consent that are inconsistent with our interests.
Although we have sought and would seek to maintain sufficient influence over the entity to achieve our objectives, our partners may have interests that differ from ours and may be in a position to take actions without our consent that are inconsistent with our interests.
We have in the past developed and may in the future develop initiatives that are intended to drive operating efficiencies and grow NOI, including smart home technologies and self-service options that are accessible to residents through smart devices or otherwise.
We have in the past developed and may in the future develop initiatives or processes that are intended to drive operating efficiencies and grow NOI, including smart home technologies and self-service options that are accessible to residents through smart devices or otherwise.
The effect of prolonged interest rate increases could negatively impact our ability to service our indebtedness, make distributions to security holders, make acquisitions and develop properties. Insufficient Cash Flow Could Affect Our Debt Financing and Create Refinancing Risk.
The effect of any prolonged interest rate increases could negatively impact our ability to service our indebtedness, make distributions to security holders, make acquisitions and develop properties. Insufficient Cash Flow Could Affect Our Debt Financing and Create Refinancing Risk.
We May Be Adversely Affected by Changes in State and Local Tax Laws and May Become Subject to Tax Audits from Time to Time. Because we are organized and qualify as a REIT, we are generally not subject to federal income taxes, but we are subject to certain state and local taxes.
We May Be Adversely Affected by Changes in State and Local Tax Laws and May Become Subject to Tax Audits from Time to Time. Because we are organized and qualify as a REIT, we are generally not subject to federal income tax, but we are subject to certain state and local tax.
In addition, if one or more of these markets is adversely affected by changes in regional or local regulations, including those related to rent control or stabilization, such regulations may have a greater adverse impact on our results of operations than if our portfolio was more geographically diverse. 14 Table of Contents We May Be Unable to Renew Leases or Relet Apartment Units as Leases Expire, or the Terms of Renewals or New Leases May Be Less Favorable Than Current Leases.
In addition, if one or more of these markets is adversely affected by changes in regional or local regulations, including those related to rent control or stabilization, such regulations may have a greater adverse impact on our results of operations than if our portfolio was more geographically diverse. 15 Table of Contents We May Be Unable to Renew Leases or Relet Apartment Units as Leases Expire, or the Terms of Renewals or New Leases May Be Less Favorable Than Current Leases.
Our development and construction activities are subject to the following risks, among others: ● we may be unable to obtain construction financing for development activities on favorable terms, or at all, which could cause us to delay or even abandon potential developments; ● we may experience supply chain constraints, which could result in increased development costs or delay initial occupancy dates for all or a portion of a development community; ● we may be unable to obtain, or face delays in obtaining, necessary zoning, land-use, building, occupancy and other required governmental or quasi-governmental permits and authorizations, which could result in increased development costs, delay initial occupancy dates for all or a portion of a development community, and require us to abandon our activities entirely with respect to a project for which we are unable to obtain permits or authorizations; ● costs may be higher or yields may be less than anticipated as a result of delays in completing projects, costs that exceed budget, defaults by our counterparties, and/or higher than expected concessions for lease-up and lower rents than expected; 16 Table of Contents ● we may abandon development opportunities that we have already begun to explore, and we may fail to recover expenses already incurred in connection with exploring such development opportunities; ● we may be unable to complete construction and lease-up of a community on schedule, or we may incur development or construction costs that exceed our original estimates, and we may be unable to charge rents that would compensate for any increase in such costs; ● occupancy rates, rents and concessions at a newly developed community may fluctuate depending on a number of factors, including market and economic conditions, preventing us from meeting our expected return on our investment and our overall profitability goals; and ● when we sell communities or properties that we developed or renovated to third parties, we may be subject to warranty or construction defect claims that are uninsured or exceed the limits of our insurance.
Our development and construction activities are subject to the following risks, among others: ● if we seek construction financing we may be unable to obtain such financing for development activities on favorable terms, or at all, which could cause us to delay or even abandon potential developments; ● we may experience supply chain constraints, which could result in increased development costs or delay initial occupancy dates for all or a portion of a development community; ● we may be unable to obtain, or face delays in obtaining, necessary zoning, land-use, building, occupancy and other required governmental or quasi-governmental permits and authorizations, which could result in increased development costs, delay initial occupancy dates for all or a portion of a development community, and require us to abandon our activities entirely with respect to a project for which we are unable to obtain permits or authorizations; 17 Table of Contents ● costs may be higher or yields may be less than anticipated as a result of delays in completing projects, costs that exceed budget, defaults by our counterparties, and/or higher than expected concessions for lease-up and lower rents than expected; ● we may abandon development opportunities that we have already begun to explore, and we may be unable to recover expenses already incurred in connection with exploring such development opportunities; ● we may be unable to complete construction and lease-up of a community on schedule, or we may incur development or construction costs that exceed our original estimates, and we may be unable to charge rents that would compensate for any increase in such costs; ● occupancy rates, rents and concessions at a newly developed community may fluctuate depending on a number of factors, including market and economic conditions, preventing us from meeting our expected return on our investment and our overall profitability goals; and ● when we sell communities or properties that we developed or renovated to third parties, we may be subject to warranty or construction defect claims that are uninsured or exceed the limits of our insurance.
REIT Distribution Requirements Limit Our Available Cash. As a REIT, we are subject to annual distribution requirements, which limit the amount of cash we retain for other business purposes, including amounts to fund our growth.
As a REIT, we are subject to annual distribution requirements, which limit the amount of cash we retain for other business purposes, including amounts to fund our growth.
In addition, our ability to satisfy the requirements to qualify as a REIT depends in part on the actions of third parties over which we have no control or only limited influence, including in cases where we own an equity interest in an entity that is classified as a partnership for U.S. federal income tax purposes.
In addition, our ability to satisfy the requirements to qualify as a REIT depends in part on the actions of third parties over which we have no control or only limited influence, including in cases where we own an equity interest in an entity that is classified as a partnership for federal income tax purposes.
Any of these circumstances could have an adverse effect on our business, financial condition or operating results. 22 Table of Contents We May Experience a Decline in the Fair Value of Our Assets and Be Forced to Recognize Impairment Charges, Which Could Adversely Impact Our Financial Condition, Liquidity and Results of Operations and the Market Price of Our Common Stock.
Any of these circumstances could have an adverse effect on our business, financial condition or operating results. 23 Table of Contents We May Experience a Decline in the Fair Value of Our Assets and Be Forced to Recognize Impairment Charges, Which Could Adversely Impact Our Financial Condition, Liquidity and Results of Operations and the Market Price of Our Common Stock.
Some of our major expenses generally do not decline when related rents decline. We would expect that declines in our occupancy levels and rental revenues would cause us to have less cash available to pay our indebtedness and to distribute to our stockholders, which could adversely affect our financial condition or the market value of our securities.
Our major expenses generally do not decline when related rents decline. We would expect that declines in our occupancy levels and rental and other revenues would cause us to have less cash available to pay our indebtedness and to distribute to our stockholders, which could adversely affect our financial condition or the market value of our securities.
Various state and local governments as well as the Federal government have enacted and may continue to enact rent control, rent stabilization, or limitations, and similar laws, regulations and policies that could limit our ability to raise rents or charge certain fees, including laws or court orders, either of which could have a retroactive effect.
Various state and local governments as well as the federal government have enacted and may continue to enact rent control, rent stabilization, or limitations, and similar laws, regulations and policies, including laws or court orders, that could limit our ability to raise rents or charge certain fees which could have a retroactive effect.
Our ability to lease our properties at favorable rates is adversely affected by the increase in supply in the multifamily and other rental markets and is dependent upon the overall level in the economy, which is adversely affected by, among other things, job losses and unemployment levels, recession, debt levels, housing markets, stock market volatility and uncertainty about the future.
Our ability to lease our properties at favorable rates is adversely affected by increases in supply in the multifamily and other rental markets and is dependent upon the overall level in the economy, which is adversely affected by, among other things, job losses and unemployment levels, recession, debt levels, housing markets, stock market volatility and uncertainty about the future.
In addition, changes in federal and state legislation and regulation on climate change may result in increased capital expenditures to improve the energy efficiency of our existing communities and also may require us to spend more on our new development communities 20 Table of Contents without a corresponding increase in revenue.
In addition, changes in federal and state legislation and regulation on climate change may result in increased capital expenditures to improve the energy efficiency of our existing communities and also may require us to spend more on our new development communities 21 Table of Contents without a corresponding increase in revenue.
We may incur significant costs and divert resources in connection with such initiatives, and these initiatives may not perform as projected, which could adversely affect our results of operations and the market price of our common stock. ​ Potential Liability for Environmental Contamination Could Result in Substantial Costs.
We may incur significant costs and divert resources in connection with such initiatives or processes, and these initiatives or processes may not perform as projected, which could adversely affect our results of operations and the market price of our common stock. ​ Potential Liability for Environmental Contamination Could Result in Substantial Costs.
A decline in the fair value of our assets may require us to recognize an impairment against such assets under generally accepted accounting principles as in effect in the United States (“GAAP”) if we were to determine that, with respect to any assets in unrealized loss positions, we do not have the ability and intent to hold such assets for a period of time sufficient to allow for recovery to the amortized cost of such assets.
A decline in the fair value of our assets may require us, and has in the past required us, to recognize an impairment against such assets under generally accepted accounting principles as in effect in the United States (“GAAP”) if we were to determine that, with respect to any assets in unrealized loss positions, we do not have the ability and intent to hold such assets for a period of time sufficient to allow for recovery to the amortized cost of such assets.
In addition, as a result of rising interest rates, the costs of hedging transactions have increased significantly and may continue to increase. Continued increases in interest rates would further increase our interest expenses and increase the costs of refinancing existing indebtedness and of issuing new debt, including unsecured commercial paper.
In addition, as a result of higher interest rates, the costs of hedging transactions have increased significantly and may continue to increase. Continued increases in interest rates would further increase our interest expenses and increase the costs of refinancing existing indebtedness and of issuing new debt, including unsecured commercial paper.
Laws and regulations regarding rent control, rent stabilization, eviction, tenants’ rights, and similar matters, as well as any lawsuits against us arising from such laws and regulations, may limit our ability to charge market rents, increase rents, evict delinquent tenants or charge fees, or recover increases in our operating expenses, which could have an adverse effect on our results of operations and the value of our properties.
Laws and regulations regarding rent control, rent stabilization, eviction, tenants’ rights, allowable fees, and other matters, as well as any lawsuits against us arising from such laws and regulations, may limit our ability to charge market rents, increase rents, evict delinquent tenants or charge fees, or recover increases in our operating expenses, which could have an adverse effect on our results of operations and the value of our properties.
One of the requirements for maintenance of our qualification as a REIT for U.S. federal income tax purposes is that no more than 50% in value of our outstanding capital stock may be owned by five or fewer individuals, including entities specified in the Code, during the last half of any taxable year.
One of the requirements for maintenance of our qualification as a REIT for U.S. federal income tax purposes is that no more than 50% in value of our outstanding capital stock may be owned by five or fewer individuals, 31 Table of Contents including entities specified in the Code, during the last half of any taxable year.
(14.9%), Boston, MA (11.3%), Orange County, CA (10.9%), Dallas, TX (8.6%),the San Francisco Bay Area, CA (8.2%), New York, NY (7.7%), Seattle, WA (6.3%) and Tampa, FL (5.4%).
(15.4%), Boston, MA (11.7%), Orange County, CA (10.9%), the San Francisco Bay Area, CA (8.4%), Dallas, TX (8.3%), New York, NY (6.5%), Seattle, WA (6.2%) and Tampa, FL (5.7%).
Despite system redundancy and the existence of disaster recovery plans for our information technology systems, our information 23 Table of Contents technology systems and the information technology systems maintained by our third party vendors are vulnerable to damage arising from any number of sources beyond our or our third party vendors’ control, including energy blackouts, natural disasters, terrorism, war, and telecommunication failures.
Despite system redundancy and the existence of disaster recovery plans for our information technology systems, our information technology systems and the information technology systems maintained by our third party vendors are vulnerable to damage arising from any number of sources beyond our or our third party vendors’ control, including energy blackouts, natural disasters, terrorism, war, and telecommunication failures.
If we (or such entities) become subject to federal, state or local tax audits, the ultimate result of such audits could have an adverse effect on our financial condition and results of operations. 28 Table of Contents The Operating Partnership and the DownREIT Partnership Intend to Qualify as Partnerships, but Cannot Guarantee That They Will Qualify.
If we (or such entities) become subject to federal, state or local tax audits, the ultimate result of such audits could have an adverse effect on our financial condition and results of operations. The Operating Partnership and the DownREIT Partnership Intend to Qualify as Partnerships, but Cannot Guarantee That They Will Qualify.
We have originated in the past and may in the future originate mezzanine loans, which take the form of subordinated loans secured by second mortgages on the underlying property, which may be under development, or subordinated loans secured by a pledge of the ownership interests of either the entity owning the property, which may be under development, or a pledge of the ownership interests of the entity that owns the interest in the entity owning the property, which may be under development, or loans that are not secured.
We have originated in the past and may in the future originate mezzanine loans, which take the form of subordinated loans secured by second mortgages on the underlying property, which may be under development, or subordinated loans secured by a pledge of the ownership interests of either the entity owning the property, which may 22 Table of Contents be under development, or a pledge of the ownership interests of the entity that owns the interest in the entity owning the property, which may be under development, or loans that are not secured.
We Are Subject to Certain Risks Associated with Selling Apartment Communities, Which Could Limit Our Operational and Financial Flexibility. We periodically dispose of apartment communities that no longer meet our strategic objectives, but adverse market conditions may make it difficult to sell apartment communities we own.
We Are Subject to Certain Risks Associated with Selling Apartment Communities, Which Could Limit Our Operational and Financial Flexibility. We periodically dispose of apartment communities that no longer meet our strategic objectives, but adverse market conditions, among other factors, may make it difficult to sell apartment communities we own.
Moreover, our partners may have business, economic or other objectives that are inconsistent with our objectives, including objectives that relate to the appropriate timing and terms of any sale or refinancing of a property. In some instances, our partners may have competing interests in our markets that could create conflicts of interest.
Moreover, our partners may have business, economic or other objectives that are inconsistent with our 18 Table of Contents objectives, including objectives that relate to the appropriate timing and terms of any sale or refinancing of a property. In some instances, our partners may have competing interests in our markets that could create conflicts of interest.
Such activities have in the past involved and may in the future involve foreclosing on the security interest in the property secured by such debt or seeking a deed-in-lieu of foreclosure or similar remedy, and such activities may involve delays or create other risks, including the risk of claims from our partners.
Such activities have in the past involved and may in the future involve foreclosing on the security interest in the property secured by such debt, seeking a deed-in-lieu of foreclosure or similar remedy or removing our partner, and such activities may involve costs or delays or create other risks, including the risk of claims from our partners.
As a result, if any one or more of these markets is adversely impacted by regional or local economic conditions or real estate market conditions, such conditions may have a greater adverse impact on our results of operations than if our portfolio was more geographically diverse.
As a result, if any one or more of these markets is adversely impacted by regional or local economic conditions or real estate market conditions, including new supply, such conditions may have a greater adverse impact on our results of operations than if our portfolio was more geographically diverse.
If a community is mortgaged to secure payment of debt and we are unable to make the mortgage payments, we could sustain a loss as a result of foreclosure on the community or the exercise of other remedies by the mortgage holder. Our Debt Level May Be Increased.
If a community is mortgaged to secure payment of debt and we are unable to make the mortgage payments, we could sustain a loss as a result of foreclosure on the community or the exercise of other remedies by the mortgage holder. 26 Table of Contents Our Debt Level May Be Increased.
In addition, the failure, or exit or partial exit from an insurance market, of one or more insurance companies or other changes in insurance markets in general may affect our ability to obtain insurance coverage in the amounts that we seek, or at all, increase the 18 Table of Contents costs to renew or replace our insurance policies, cause us to self-insure a portion of the risk, or increase the cost of insuring properties.
In addition, the failure, or exit or partial exit from an insurance market, of one or more insurance companies or other changes in insurance markets in general may affect our ability to obtain insurance coverage in the amounts that we seek, or at all, increase the costs to renew or replace our insurance policies, cause us to self-insure a larger portion of the risk, or increase the cost of insuring properties.
Our charter contains ownership and transfer restrictions relating to our stock primarily to assist us in complying with this and other REIT ownership 30 Table of Contents requirements; however, the restrictions may have the effect of preventing a change of control which does not threaten our REIT status.
Our charter contains ownership and transfer restrictions relating to our stock primarily to assist us in complying with this and other REIT ownership requirements; however, the restrictions may have the effect of preventing a change of control which does not threaten our REIT status.
When excessive 19 Table of Contents moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants.
When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants.
The Geographic Concentration of Our Communities in Certain Markets Could Have an Adverse Effect on Our Operations if a Particular Market is Adversely Impacted by Economic or Other Conditions. For the year ended December 31, 2023, approximately 73.3% of our total NOI was generated from communities located in Metropolitan D.C.
The Geographic Concentration of Our Communities in Certain Markets Could Have an Adverse Effect on Our Operations if a Particular Market is Adversely Impacted by Economic or Other Conditions. For the year ended December 31, 2024, approximately 73.1% of our total NOI was generated from communities located in Metropolitan D.C.
Third-Party Expectations Relating to Environmental, Social and Governance Factors May Impose Additional Costs and Expose Us to New Risks . There is an increasing focus from certain investors, tenants, employees, and other stakeholders concerning corporate responsibility, specifically related to environmental, social and governance factors.
Third-Party Expectations Relating to Environmental, Social and Governance Factors May Impose Additional Costs and Expose Us to New Risks . There is a focus from certain investors, tenants, employees, and other stakeholders concerning corporate responsibility, specifically related to environmental, social and governance factors.
Failure to Succeed in New Markets May Limit Our Growth. We have acquired in the past, and we may acquire in the future if opportunities we believe are appropriate arise, apartment communities that are outside of our existing markets.
Failure to Succeed in New Markets May Limit Our Growth. We have acquired in the past, and we may acquire in the future if opportunities we believe are appropriate arise, apartment communities that are outside of our existing 19 Table of Contents markets.
An epidemic, pandemic or other health crisis, or related impacts thereof also could adversely affect the businesses and financial conditions of our counterparties, including our joint venture partners, participants in the Developer Capital Program, and general contractors and their subcontractors, and their ability to satisfy their obligations to us and to complete transactions or projects with us as intended. ​ Bankruptcy or Defaults of Our Counterparties Could Adversely Affect Our Performance.
An epidemic, pandemic or other health crisis, or related impacts thereof also could adversely affect the businesses and financial conditions of our counterparties, including our joint venture partners, participants in the Debt and Preferred Equity Program, and general contractors and their subcontractors, and their ability to satisfy their obligations to us and to complete transactions or projects with us as intended. ​ Bankruptcy or Defaults of Our Counterparties Could Adversely Affect Our Performance.
In addition, in the event of a default or other changes in the circumstances of an investment, including a change in the value of the applicable property, we may be required to change the manner in which the investment is accounted for, including our ability to recognize earnings, or recognize an allowance for loan loss or a loss on consolidation.
In addition, in the event of a default or other changes in the circumstances of an investment, including a change in the value of the applicable property, we may be, and have been in the past, required to change the manner in which the investment is accounted for, including our ability to recognize earnings, or to recognize an allowance for loan loss or a loss on consolidation.
In addition, in the event of a default or other changes in the circumstances of an investment, including a change in the value of the applicable property, we may be required to change the manner in which the investment is accounted for, including our ability to recognize earnings, or recognize an impairment or a loss on consolidation.
In addition, in the event of a default or other changes in the circumstances of an investment, including a change in the value of the applicable property, we may be, and have been in the past, required to change the manner in which the investment is accounted for, including our ability to recognize earnings, or recognize an impairment or a loss on consolidation.
In the normal course of business, we or our affiliates (including entities through which we own real estate) may also become subject to federal, state or local tax audits.
In the normal course of business, we or our affiliates (including entities through which we own real estate) may also become subject to federal, 29 Table of Contents state or local tax audits.
These conditions may limit our ability to dispose of properties and to change our portfolio in order to meet our strategic objectives, which could in turn adversely affect our financial condition, results of operations or our ability to fund other activities in which we may want to engage such as the purchase of properties, development or redevelopment, or funding the Developer Capital Program.
These conditions may limit our ability to dispose of properties and to change our portfolio in order to meet our strategic objectives, which could in turn adversely affect our financial condition, results of operations or our ability to fund other activities in which we may want to engage such as the purchase of properties, development or redevelopment, or funding the Debt and Preferred Equity Program.
If we are unable to promptly renew the leases or relet the apartment units, or if the rental rates upon renewal or reletting are lower than expected rates, then our results of operations and financial condition may be adversely affected.
If we are unable to promptly renew the leases or relet the apartment units, or if the rental rates upon renewal or reletting are lower than expected rates, then our results of operations and financial condition may be and have in the past been, adversely affected.
We have in the past experienced cybersecurity breaches on our information technology systems or relating to software that we utilize, and, while none to date have been material, we expect such breaches may occur in the future.
We have in the past experienced cybersecurity breaches on our information technology systems or relating to software or third party vendor systems that we utilize, and, while none to date have been material to us, we expect such breaches may occur in the future.
Also, when leases for our retail or commercial space terminate either at the end of the lease or because a tenant leaves early, the space may not be relet or the terms of reletting, including the cost of allowances and concessions to tenants, may be less favorable than the prior lease terms or we may incur additional expenses related to modifications of the spaces in order to satisfy new tenants.
Also, when leases for our retail or commercial space terminate either at the end of the lease or because a tenant leaves early, the space may take, and spaces have taken in the past, longer than expected to relet, may not be relet or the terms of reletting, including the cost of allowances and concessions to tenants, may be less favorable to us than the prior lease terms, or we may incur additional expenses related to modifications of the spaces in order to satisfy new tenants.
The cost of insuring our apartment communities and our operations is a component of expense. Insurance premiums and the terms and conditions of insurance policies are subject to significant fluctuations and changes, which are generally outside of our control.
The cost of insuring our apartment communities and our operations is a component of expense. Insurance premiums and the terms and conditions of insurance policies are subject to significant fluctuations and changes, including recent increases in premiums, which are generally outside of our control.
Mezzanine loans may involve a higher degree 21 Table of Contents of risk than a senior mortgage secured by real property, because the security for the loan may lose all or substantially all of its value as a result of foreclosure by the senior lender and because it is in second position and there may not be adequate equity in the property and unsecured loans involve higher risk by virtue of being unsecured.
Mezzanine loans may involve a higher degree of risk than a senior mortgage secured by real property, because the security for the loan may lose all or substantially all of its value as a result of foreclosure by the senior lender and because it is in second position and there may not be adequate equity in the property.
As of December 31, 2023, we had active unconsolidated joint ventures and partnerships, including our preferred equity investments, with a total equity investment of $952.9 million. We have in the past, and could in the future, become engaged in a dispute with one or more of our partners which could adversely impact us.
As of December 31, 2024, we had active unconsolidated joint ventures and partnerships, including our preferred equity investments, with a total equity investment of $917.5 million. We have in the past, and could in the future, become engaged in a dispute with one or more of our partners which could adversely impact us.
Any failure to prevent cybersecurity breaches and maintain the proper function, security and availability of our or our third party vendors’ and other third parties’ information technology systems could interrupt our operations, damage our reputation and brand, damage our competitive position, make it difficult for us to attract and retain residents or other tenants, and subject us to liability claims or regulatory penalties that could adversely affect our business, financial condition and results of operations.
Any failure to prevent cybersecurity breaches and maintain the proper function, security and availability of our or our third party vendors’ and other third parties’ information technology systems could interrupt our operations, damage our reputation and brand, damage our competitive position, make it difficult for us to attract and retain residents or other tenants, and subject us to liability claims or regulatory penalties that could adversely affect our business, financial condition and results of operations. 24 Table of Contents Our Business and Operations Would Suffer in the Event of Information Technology System Failures.
Our retail or commercial tenants have experienced in the past, and may experience in the future, financial distress or bankruptcy, or may fail to comply with their contractual obligations, seek concessions in order to continue operations, or cease their operations, which could adversely impact our results of operations and financial condition. ​ We Face Risks Related to Inflation/Deflation.
Our retail or commercial tenants may experience financial distress or bankruptcy, or may fail to comply with their contractual obligations, and may seek concessions in order to continue operations or cease their operations, all of which has happened in the past and may occur again in the future, which could adversely impact our results of operations and financial condition. ​ We Face Risks Related to Inflation/Deflation.
Our development and construction projects, including those in our Developer Capital Program, also have been and could in the future be adversely affected by factors related to an epidemic, pandemic or other health crisis.
Our development and construction projects, including those in our Debt and Preferred Equity Program, also have been and could in the future be adversely affected by factors related to an epidemic, pandemic or other health crisis.
The Americans with Disabilities Act of 1990, as amended (the “Americans with Disabilities Act”) generally requires that public buildings, including our properties, be made accessible to disabled persons. Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants.
The Americans with Disabilities Act of 1990, as amended (the “Americans with Disabilities Act”) generally requires that public buildings, including our properties and other public facing functions related to our business, including our website, be made accessible to disabled persons. Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants.
Our business continues to demand the use of sophisticated systems, software and technology. These systems, software and technologies must be refined, updated and replaced on a regular basis in order for us to meet our business requirements and our residents’ demands and expectations.
Our business continues and will continue to demand the use of sophisticated systems, software and technology, including artificial intelligence. These systems, software and technologies must be refined, updated and replaced on a regular basis in order for us to meet our business requirements, our residents’ demands and expectations, and regulatory requirements.
Our ability to execute our business strategy depends on our access to an appropriate blend of debt financing, including unsecured lines of credit, construction loans and other forms of secured debt, commercial paper and other forms of unsecured debt, and equity financing, including common and preferred equity.
Financing May Not Be Available and Could Be Dilutive. Our ability to execute our business strategy depends on our access to an appropriate blend of debt financing, including unsecured lines of credit, construction loans and other forms of secured debt, commercial paper and other forms of unsecured debt, and equity financing, including common and preferred equity.
In addition, there is an increased focus on such matters by various regulatory authorities, including the SEC and the state of California, and the activities and expense required to comply with new laws, regulations or standards may be significant.
In addition, there has been increased focus on such matters by various regulatory authorities, including the SEC and the state of California and other states or jurisdictions, and the activities and expense required to comply with new laws, regulations or standards may be significant.
We have established or invested in and conduct a portion of our business through taxable REIT subsidiaries. Despite our qualification as a REIT, taxable REIT subsidiaries must pay income tax on their taxable income.
We Conduct a Portion of Our Business Through Taxable REIT Subsidiaries, Which Are Subject to Certain Tax Risks. We have established or invested in and conduct a portion of our business through taxable REIT subsidiaries. Despite our qualification as a REIT, taxable REIT subsidiaries must pay income tax on their taxable income.
As of December 31, 2023, we had approximately $479.7 million of variable rate indebtedness outstanding, which constitutes approximately 8.3% of total outstanding indebtedness as of such date, and we have experienced increases in the interest rates on such indebtedness, which has increased our interest expense and adversely impacted our results of operations and cash flows.
As of December 31, 2024, we had approximately $501.3 million of variable rate indebtedness outstanding, which constitutes approximately 8.6% of total outstanding indebtedness as of such date, and we have from time to time experienced increases in the interest rates on such indebtedness, which has increased our interest expense and adversely impacted our results of operations and cash flows.
As a result, we may not have immediate access to all of the cash proceeds generated from our property sales; and ● federal tax laws limit our ability to profit on the sale of communities or interests in communities that we have owned for less than two years, and this limitation may prevent us from selling communities when market conditions are favorable. 15 Table of Contents Competition Could Limit Our Ability to Lease Apartment Homes or Increase or Maintain Rents.
As a result, we may not have immediate access to all of the cash proceeds generated from our property sales; and 16 Table of Contents ● federal tax laws limit our ability to profit on the sale of communities or interests in communities that we have owned for less than two years, and this limitation may prevent us from selling communities when market conditions are favorable or when we may otherwise desire to sell.
In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy our mezzanine loan.
Unsecured loans involve higher risk by virtue of being unsecured. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy our mezzanine loan.
Restricted lending practices could impact our ability to obtain financing or refinancing for our properties. If we issue additional equity securities to finance developments and acquisitions instead of incurring debt, the interests of our existing stockholders could be diluted.
Restricted lending practices could impact our ability to obtain financing or refinancing for our properties. If we issue additional equity securities, including under our ATM program, instead of incurring debt, the interests of our existing stockholders could be diluted.
For example, in June 2019, the State of New York enacted new rent control regulations known as the Housing Stability and Tenant Protection Act of 2019 and, in October of 2019, the State of California enacted the Tenant Protection Act of 2019.
For example, in June 2019, the State of New York enacted new rent control regulations known as the Housing Stability and Tenant Protection Act of 2019, in October of 2019, the State of California enacted the Tenant Protection Act of 2019, and in September 2024, the City of Salinas California, passed a rent stabilization ordinance.
Also, our partners have in the past failed and may in the future fail to make capital contributions when due and our partners or the project may otherwise not act or perform as expected, which may require us to contribute additional capital or take other actions that may negatively impact the project or our return.
Also, our partners have in the past failed and may in the future fail to make capital contributions when due and our partners or the project may otherwise not act or perform as expected, or the property may not be operated in the manner in which we would operate it, any of which may require us to contribute additional capital, acquire our partner’s interest or other property, or take other actions that may negatively impact the project or our return.
While we believe Fannie Mae and Freddie Mac will continue to provide liquidity to our sector, should they discontinue doing so, have their mandates changed or reduced or be disbanded or reorganized by the government, or if there is reduced government support for multifamily housing generally, it may adversely affect interest rates, capital availability, development of multifamily communities and the value of multifamily residential real estate and, as a result, may adversely affect our business and results of operations.
Should Fannie Mae and Freddie Mac discontinue providing liquidity to our sector, have their mandates changed or reduced or be disbanded or reorganized by the government, or if there is reduced government support for multifamily housing generally, it may adversely affect interest rates, capital availability, development of multifamily communities and the value of multifamily residential real estate and, as a result, may adversely affect our business and results of operations. 27 Table of Contents The Soundness of Financial Institutions Could Adversely Affect Us.
The Soundness of Financial Institutions Could Adversely Affect Us. We have relationships with many financial institutions, including lenders under our credit facilities, and, from time to time, we execute transactions with 26 Table of Contents counterparties in the financial services industry.
We have relationships with many financial institutions, including lenders under our credit facilities, and, from time to time, we execute transactions with counterparties in the financial services industry.
Generally, we do not directly pass through costs resulting from compliance with or changes in real estate tax laws to residential property tenants. We also do not generally pass through increases in income, service or other taxes to tenants under leases. These costs may adversely affect net operating income and the ability to make distributions to stockholders.
We also do not generally pass through increases in income, service or other taxes to tenants under leases. These costs may adversely affect net operating income and the ability to make distributions to stockholders.
However, differences in timing between the recognition of taxable income and the actual receipt of cash could require us to sell assets or borrow funds on a short-term or long-term basis to meet the 90% distribution requirement of the Code. Certain Property Transfers May Generate Prohibited Transaction Income, Resulting in a Penalty Tax on Gain Attributable to the Transaction.
However, differences in timing between the recognition of taxable income and the actual receipt of cash and/or nondeductible expenditures, could require us to sell assets or borrow funds on a short-term or long-term basis to meet the 90% distribution requirement of the Code.
Our apartment communities compete with numerous housing alternatives in attracting residents, including other apartment communities, condominiums and single-family rental homes, as well as owner occupied single- and multi-family homes.
Competition Could Limit Our Ability to Lease Apartment Homes or Increase or Maintain Rents. Our apartment communities compete with numerous housing alternatives in attracting residents, including other apartment communities, condominiums and single-family rental homes, as well as owner occupied single- and multi-family homes.
When our residents decide to leave our apartments, whether because their leases are not renewed or they leave prior to their lease expiration date, we may not be able to relet their apartment units. Even if leases are renewed or we can relet the apartment units, the terms of renewal or reletting may be less favorable than current lease terms.
When our residents decide to leave our apartments, whether because their leases are not renewed or they leave prior to their lease expiration date, we may not be able to relet their apartment units.
Compliance with or Changes in Real Estate Tax and Other Laws and Regulations Could Adversely Affect Our Funds from Operations and Our Ability to Make Distributions to Stockholders. We are subject to federal, state and local laws, regulations, rules and ordinances at locations where we operate regarding a wide variety of matters that could affect, directly or indirectly, our operations.
We are subject to federal, state and local laws, regulations, rules and ordinances at locations where we operate regarding a wide variety of matters that could affect, directly or indirectly, our operations. Generally, we do not directly pass through costs resulting from compliance with or changes in real estate tax laws to residential property tenants.
Furthermore, we may be subject to a 100% penalty tax, we may jeopardize our ability to retain future gains on real property sales, or taxable REIT subsidiaries may be denied deductions, to the extent our dealings with taxable REIT subsidiaries are not deemed to be arm’s length in nature or are otherwise not respected.
Furthermore, we may be subject to a 100% penalty tax or taxable REIT subsidiaries may be denied deductions, to the extent our dealings with taxable REIT subsidiaries are not deemed to be arm’s length in nature or are otherwise not respected. REIT Distribution Requirements Limit Our Available Cash.

… 30 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+0 added−0 removed21 unchanged
Biggest changeThe Chief Technology Officer also provides monthly reports regarding 32 Table of Contents information technology including cybersecurity to our senior management including our Chairman and Chief Executive Officer, President and Chief Financial Officer, Senior Vice President – Chief Investment Officer, Senior Vice President – Operations, Senior Vice President – Chief Accounting Officer, Senior Vice President – Acquisitions and Dispositions, and Senior Vice President – General Counsel.
Biggest changeThe Chief Technology Officer also provides monthly reports regarding information technology including cybersecurity to our senior management including our Chairman and Chief Executive Officer, President, Chief Investment Officer and Chief Financial Officer, Chief Operating Officer, Senior Vice President – Chief Accounting Officer, Senior Vice President – Investments, and Senior Vice President – General Counsel.
Third-party vendors are assessed against a standardized vendor risk assessment process before being engaged and the Company requests vendors to annually recertify that their security controls comply with established industry standards and applicable legal requirements. 31 Table of Contents ● Insider Threat Management: In order to try to mitigate cybersecurity threats to our systems, the Company attempts to provide associates with the minimum access to our systems required in order for a given associate to perform his or her assigned duties.
Third-party vendors are assessed against a standardized vendor risk assessment process before being engaged and the Company requests vendors to 32 Table of Contents annually recertify that their security controls comply with established industry standards and applicable legal requirements. ● Insider Threat Management: In order to try to mitigate cybersecurity threats to our systems, the Company attempts to provide associates with the minimum access to our systems required in order for a given associate to perform his or her assigned duties.
To date the Company has not been materially affected by a cybersecurity incident or cybersecurity threat and no incident has occurred that is reasonably likely to affect the Company, including its business strategy, results of operations, or financial condition. 33 Table of Contents
To date, the Company has not been materially affected by a cybersecurity incident or cybersecurity threat and no incident has occurred that is reasonably likely to affect the Company, including its business strategy, results of operations, or financial condition. 34 Table of Contents
In addition, in 2023 outside legal counsel conducted an exercise regarding preparation for cyber events attended by our Chairman and Chief Executive Officer, President and Chief Financial Officer and other members of senior management.
In addition, in 2024 and 2023, outside legal counsel conducted an exercise regarding preparation for cyber events attended by our Chairman and Chief Executive Officer, President, Chief Investment Officer and Chief Financial Officer and other members of senior management.
The Company’s Chief Technology Officer has served in various roles in information technology and information security for over 23 years. The Chief Technology Officer holds an undergraduate degree in computer science and a master’s degree in business administration.
The Company’s Chief Technology Officer has served in various roles in information technology and information security for over 24 years. The Chief Technology Officer holds an undergraduate degree in computer science and a master’s degree in business administration.
The Company’s Chief Technology Officer is the member of the Company’s management that is principally responsible for overseeing the Company’s cybersecurity risk management program, in partnership with other business leaders across the Company.
The Company’s Chief Technology Officer is the member of the Company’s management that is principally responsible for overseeing the Company’s cybersecurity risk management program, in partnership with other business 33 Table of Contents leaders across the Company.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
Biggest changeSUMMARY OF REAL ESTATE PORTFOLIO BY GEOGRAPHIC MARKET AT DECEMBER 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage Total ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ Number of ​ Number of ​ of Total ​ Carrying ​ ​ ​ ​ ​ ​ ​ Average ​ Home Size ​ ​ Apartment ​ Apartment ​ Carrying ​ Value ​ Encumbrances ​ Cost per ​ Physical ​ (in square ​ ​ Communities ​ Homes ​ Value ​ (in thousands) ​ (in thousands) ​ Home ​ Occupancy ​ feet) WEST REGION ​ ​ ​ ​ Orange County, CA 8 4,305 8.6 % $ 1,371,309 ​ $ — ​ $ 318,539 96.4 % 856 San Francisco, CA 14 3,309 7.5 % 1,209,227 ​ 67,017 ​ 365,436 93.7 % 837 Seattle, WA 14 2,702 6.9 % 1,111,182 ​ — ​ 411,244 97.2 % 859 Monterey Peninsula, CA 7 1,567 1.2 % 197,561 ​ — ​ 126,076 95.6 % 728 Los Angeles, CA 4 1,225 3.0 % 482,945 ​ — ​ 394,241 96.2 % 967 Other Southern California 3 821 1.4 % 224,842 ​ — ​ 273,864 96.8 % 1,016 Portland, OR 2 476 0.3 % 56,055 ​ — ​ 117,763 97.1 % 903 MID-ATLANTIC REGION ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Metropolitan D.C. 24 9,119 16.4 % 2,633,863 ​ 288,530 ​ 288,832 95.7 % 918 Baltimore, MD 7 2,221 3.5 % 562,075 ​ 58,600 ​ 253,073 95.7 % 963 Richmond, VA 4 1,359 1.0 % 166,013 ​ — ​ 122,158 96.9 % 1,017 NORTHEAST REGION ​ ​ ​ ​ ​ ​ ​ ​ ​ Boston, MA 12 4,667 12.2 % 1,947,236 ​ 323,350 ​ 417,235 96.7 % 994 New York, NY 6 2,318 9.9 % 1,584,275 ​ — ​ 683,466 97.8 % 754 Philadelphia, PA ​ 4 ​ 1,172 ​ 2.7 % ​ 438,465 ​ ​ — ​ ​ 374,117 ​ 96.6 % 949 SOUTHEAST REGION ​ ​ ​ ​ ​ ​ ​ ​ ​ Tampa, FL 11 3,877 4.2 % 673,942 ​ — ​ 173,831 96.7 % 995 Orlando, FL 11 3,493 3.5 % 559,956 ​ — ​ 160,308 96.2 % 974 Nashville, TN 8 2,260 1.6 % 249,705 ​ — ​ 110,489 96.2 % 933 Other Florida 1 636 0.6 % 95,798 ​ — ​ 150,626 96.7 % 1,130 SOUTHWEST REGION ​ ​ ​ ​ ​ ​ ​ ​ ​ Dallas, TX 19 7,363 8.0 % 1,283,970 ​ 476,227 ​ 174,381 96.6 % 845 Austin, TX 6 1,880 2.0 % 318,791 ​ 67,044 ​ 169,570 95.9 % 891 Denver, CO 2 510 1.6 % 249,653 ​ — ​ 489,516 93.5 % 861 Total Operating Communities 167 55,280 96.1 % 15,416,863 ​ 1,280,768 ​ $ 278,887 96.2 % 908 Real Estate Under Development (a) — 56 1.0 % 160,404 ​ — ​ Land — — 1.5 % 232,365 ​ — ​ Held for Disposition 1 214 0.7 % 105,999 ​ — ​ Other — — 0.7 % 108,228 ​ (3,055) ​ Total Real Estate Owned 168 55,550 100.0 % $ 16,023,859 ​ $ 1,277,713 ​ (a) As of December 31, 2023, the Company was developing two wholly owned communities with a total of 415 apartment homes, of which 56 have been completed. ​ ​ ​ ​
Biggest changeSUMMARY OF REAL ESTATE PORTFOLIO BY GEOGRAPHIC MARKET AT DECEMBER 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage Total ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ Number of ​ Number of ​ of Total ​ Carrying ​ ​ ​ ​ ​ ​ ​ Average ​ Home Size ​ ​ Apartment ​ Apartment ​ Carrying ​ Value ​ Encumbrances ​ Cost per ​ Physical ​ (in square ​ ​ Communities ​ Homes ​ Value ​ (in thousands) ​ (in thousands) ​ Home ​ Occupancy ​ feet) WEST REGION ​ ​ ​ ​ Orange County, CA 8 4,305 8.6 % $ 1,389,451 ​ $ — ​ $ 322,753 96.7 % 856 San Francisco, CA 14 3,310 7.6 % 1,224,694 ​ 27,000 ​ 369,998 96.2 % 830 Seattle, WA 14 2,702 7.0 % 1,128,582 ​ — ​ 417,684 97.1 % 856 Monterey Peninsula, CA 7 1,567 1.3 % 203,571 ​ — ​ 129,911 96.1 % 727 Los Angeles, CA 4 1,225 3.0 % 490,239 ​ — ​ 400,195 96.1 % 967 Other Southern California 3 821 1.4 % 228,259 ​ — ​ 278,026 96.6 % 1,012 Portland, OR 2 476 0.4 % 57,352 ​ — ​ 120,487 97.0 % 903 MID-ATLANTIC REGION ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Metropolitan D.C. 24 9,119 16.5 % 2,671,495 ​ 288,530 ​ 292,959 97.1 % 918 Baltimore, MD 7 2,219 3.5 % 574,107 ​ 58,600 ​ 258,723 96.2 % 963 Richmond, VA 4 1,359 1.1 % 173,749 ​ — ​ 127,851 96.9 % 1,017 NORTHEAST REGION ​ ​ ​ ​ ​ ​ ​ ​ ​ Boston, MA 12 4,667 12.2 % 1,975,353 ​ 228,553 ​ 423,260 96.6 % 994 New York, NY 4 1,945 8.6 % 1,386,449 ​ — ​ 712,827 97.5 % 744 Philadelphia, PA ​ 4 ​ 1,172 ​ 2.7 % ​ 442,714 ​ ​ — ​ ​ 377,742 ​ 96.6 % 949 SOUTHEAST REGION ​ ​ ​ ​ ​ ​ ​ ​ ​ Tampa, FL 12 4,207 5.1 % 824,301 ​ — ​ 195,936 91.4 % 977 Orlando, FL 11 3,493 3.5 % 572,803 ​ — ​ 163,986 96.6 % 974 Nashville, TN 8 2,261 1.7 % 267,894 ​ — ​ 118,485 96.6 % 933 Other Florida 1 636 0.6 % 96,959 ​ — ​ 152,451 97.2 % 1,130 SOUTHWEST REGION ​ ​ ​ ​ ​ ​ ​ ​ ​ Dallas, TX 20 7,449 8.4 % 1,358,799 ​ 473,196 ​ 182,414 96.0 % 858 Austin, TX 6 1,880 2.0 % 326,491 ​ 66,919 ​ 173,665 96.7 % 891 Denver, CO 2 510 1.6 % 251,694 ​ — ​ 493,518 96.3 % 861 Total Operating Communities 167 55,323 96.8 % 15,644,956 ​ 1,142,798 ​ $ 282,793 96.2 % 909 Land — — 1.3 % 253,949 ​ — ​ Held for Disposition 2 373 1.3 % 218,569 ​ — ​ Other — — 0.6 % 95,889 ​ (3,467) ​ Total Real Estate Owned 169 55,696 100.0 % $ 16,213,363 ​ $ 1,139,331 ​ ​ ​ ​ ​ ​ ​
Item 2. PROPERTIES At December 31, 2023, our consolidated apartment portfolio included 168 communities located in 21 markets, with a total of 55,550 completed apartment homes. The table below set forth a summary of real estate portfolio by geographic market of the Company at December 31, 2023.
Item 2. PROPERTIES At December 31, 2024, our consolidated apartment portfolio included 169 communities located in 21 markets, with a total of 55,696 completed apartment homes. The table below set forth a summary of real estate portfolio by geographic market of the Company at December 31, 2024.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

0 edited+2 added−2 removed0 unchanged
Removed
Item 3. LEGAL PROCEEDINGS We are subject to various legal proceedings and claims arising in the ordinary course of business. We cannot determine the ultimate liability with respect to such legal proceedings and claims at this time.
Added
Item 3. LEGAL PROCEEDINGS The Company is a party to various claims and routine litigation arising in the ordinary course of business. We do not believe that the results of any such claims and litigation, individually or in the aggregate, will have a material adverse effect on our business, financial position or results of operations.
Removed
We believe that such liability, to the extent not provided for through insurance or otherwise, will not have a material adverse effect on our financial condition, results of operations or cash flow. Item 4. MINE SAFETY DISCLOSURES Not Applicable. ​ 34 Table of Contents PART II
Added
As described in more detail in Note 15, Commitments and Contingencies , to the consolidated financial statements included in this report, we are currently a defendant, among other companies, in lawsuits related to our use of products licensed by RealPage, Inc. Item 4. MINE SAFETY DISCLOSURES Not Applicable. ​ 35 Table of Contents PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

2 edited+0 added−0 removed0 unchanged
Biggest changeItem 4. Mine Safety Disclosures 34 ​ ​ PART II ​ ​ ​ Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 35 ​ ​ Item 6. [Reserved] 37 ​ ​ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 38 ​ ​ Item 7A.
Biggest changeItem 4. Mine Safety Disclosures 35 ​ ​ PART II ​ ​ ​ Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 36 ​ ​ Item 6. [Reserved] 38 ​ ​ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 39 ​ ​ Item 7A.
Quantitative and Qualitative Disclosures about Market Risk 56 ​ ​ Item 8. Financial Statements and Supplementary Data 56 ​ ​
Quantitative and Qualitative Disclosures about Market Risk 57 ​ ​ Item 8. Financial Statements and Supplementary Data 57 ​ ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

10 edited+0 added−0 removed12 unchanged
Biggest changeThe comparison assumes that all dividends are reinvested. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Ending Index 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 UDR, Inc. 100.00 121.48 103.82 167.27 111.34 114.81 FTSE Nareit Equity Apartment Index 100.00 126.32 106.94 174.97 119.06 126.05 S&P 500 Index 100.00 131.49 155.68 200.37 164.08 207.21 FTSE Nareit Equity REITs Index 100.00 126.00 115.92 166.04 125.58 142.83 ​ The performance graph and the related chart and text, are being furnished solely to accompany this Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of ours, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Biggest changeThe comparison assumes that all dividends are reinvested. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Ending Index 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 UDR, Inc. 100.00 85.46 137.69 91.65 94.51 111.79 FTSE Nareit Equity Apartment Index 100.00 84.66 138.51 94.25 99.78 120.22 S&P 500 Index 100.00 118.40 152.39 124.79 157.59 197.02 FTSE Nareit Equity REITs Index 100.00 92.00 131.78 99.67 113.35 123.25 ​ The performance graph and the related chart and text, are being furnished solely to accompany this Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of ours, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
The following table summarizes all of UDR’s repurchases of shares of common stock under this program during the quarter ended December 31, 2023 ( shares in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number Maximum ​ ​ ​ ​ ​ ​ of Shares ​ Number of ​ ​ ​ ​ ​ ​ Purchased as ​ Shares that ​ Total ​ ​ ​ ​ Part of ​ May Yet Be ​ Number of ​ Average ​ Publicly ​ Purchased ​ Shares ​ Price Paid ​ Announced Plan ​ Under the Plan Period Purchased ​ per Share ​ or Program ​ or Program (a) Beginning Balance 2,973 ​ $ 37.90 2,973 12,027 October 1, 2023 through October 31, 2023 — ​ — — 12,027 November 1, 2023 through November 30, 2023 — ​ — — 12,027 December 1, 2023 through December 31, 2023 — ​ — — 12,027 Balance as of December 31, 2023 2,973 ​ $ 37.90 2,973 12,027 (a) This number reflects the number of shares that were available for purchase under our 15 million share repurchase program authorized in January 2008.
The following table summarizes all of UDR’s repurchases of shares of common stock under this program during the quarter ended December 31, 2024 ( shares in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number Maximum ​ ​ ​ ​ ​ ​ of Shares ​ Number of ​ ​ ​ ​ ​ ​ Purchased as ​ Shares that ​ Total ​ ​ ​ ​ Part of ​ May Yet Be ​ Number of ​ Average ​ Publicly ​ Purchased ​ Shares ​ Price Paid ​ Announced Plan ​ Under the Plan Period Purchased ​ per Share ​ or Program ​ or Program (a) Beginning Balance 2,973 ​ $ 37.90 2,973 12,027 October 1, 2024 through October 31, 2024 — ​ — — 12,027 November 1, 2024 through November 30, 2024 — ​ — — 12,027 December 1, 2024 through December 31, 2024 — ​ — — 12,027 Balance as of December 31, 2024 2,973 ​ $ 37.90 2,973 12,027 (a) This number reflects the number of shares that were available for purchase under our 15 million share repurchase program authorized in January 2008.
During the three months ended December 31, 2023, certain of our employees surrendered shares of common stock owned by them to satisfy their statutory federal and state tax obligations associated with the vesting of restricted shares of common stock issued under our 1999 Long-Term Incentive Plan (the “LTIP”).
During the three months ended December 31, 2024, certain of our employees surrendered shares of common stock owned by them to satisfy their statutory federal and state tax obligations associated with the vesting of restricted shares of common stock issued under our 1999 Long-Term Incentive Plan (the “LTIP”).
REIT Index. The graph assumes that $100 was invested on December 31, 2018, in each of our common stock and the indices presented. Historical stock price performance is not necessarily indicative of future stock price performance.
The graph assumes that $100 was invested on December 31, 2019, in each of our common stock and the indices presented. Historical stock price performance is not necessarily indicative of future stock price performance.
As of February 16, 2024, there were approximately 1,703 participants in the plan. 35 Table of Contents Unregistered Sales of Equity Securities From time to time we issue shares of our common stock in exchange for OP Units tendered to the Operating Partnership for redemption in accordance with the provisions of the Operating Partnership’s limited partnership agreement.
As of February 14, 2025, there were approximately 1,468 participants in the plan. 36 Table of Contents Unregistered Sales of Equity Securities From time to time we issue shares of our common stock in exchange for OP Units tendered to the Operating Partnership for redemption in accordance with the provisions of the Operating Partnership’s limited partnership agreement.
During the three months ended December 31, 2023, we did not issue any shares of our common stock upon redemption of OP Units in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. Purchases of Equity Securities In January 2008, UDR’s Board of Directors authorized a 15 million share repurchase program.
During the three months ended December 31, 2024, we issued 3,225 shares of our common stock upon redemption of OP Units in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. Purchases of Equity Securities In January 2008, UDR’s Board of Directors authorized a 15 million share repurchase program.
Certain OP/DownREIT unitholders were entitled to subscribe for and purchase one share of the Series F for each OP/DownREIT Unit held. As of December 31, 2023, a total of 11.9 million shares of the Series F were outstanding.
Certain OP/DownREIT unitholders were entitled to subscribe for and purchase one share of the Series F for each OP/DownREIT Unit held. As of December 31, 2024, a total of 10.4 million shares of the Series F were outstanding.
Distributions declared on the Series E for the years ended December 31, 2023 and 2022 were $1.8192 per share, or $0.4548 per quarter, and $1.6456 per share, or $0.4114 per quarter, respectively. The Series E is not listed on any exchange. At December 31, 2023, a total of 2.7 million shares of the Series E were outstanding.
Distributions declared on the Series E for the years ended December 31, 2024 and 2023 were $1.8408 per share, or $0.4602 per quarter, and $1.8192 per share, or $0.4548 per quarter, respectively. The Series E is not listed on any exchange. At December 31, 2024, a total of 2.6 million shares of the Series E were outstanding.
The following table summarizes all of these repurchases during the three months ended December 31, 2023 ( shares in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number Maximum ​ ​ ​ ​ ​ ​ of Shares ​ Number of ​ ​ ​ ​ ​ ​ Purchased as ​ Shares that ​ Total ​ ​ ​ ​ Part of ​ May Yet Be ​ Number of ​ Average ​ Publicly ​ Purchased ​ Shares ​ Price Paid ​ Announced Plans ​ Under the Plans Period Purchased ​ per Share (a) ​ or Programs ​ or Programs October 1, 2023 through October 31, 2023 2 ​ $ 35.14 N/A N/A November 1, 2023 through November 30, 2023 — ​ — N/A N/A December 1, 2023 through December 31, 2023 1 ​ 38.29 N/A N/A Total 3 ​ $ 36.50 (a) The price paid per share is based on the closing price of our common stock as of the date of the determination of the federal and state tax obligations. ​ 36 Table of Contents Comparison of Five-year Cumulative Total Returns The following graph compares the five-year cumulative total returns for UDR common stock with the comparable cumulative return of the Nareit Equity REIT Index, Standard & Poor’s 500 Stock Index, the Nareit Equity Apartment Index and the MSCI U.S.
The following table summarizes all of these repurchases during the three months ended December 31, 2024 ( shares in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number Maximum ​ ​ ​ ​ ​ ​ of Shares ​ Number of ​ ​ ​ ​ ​ ​ Purchased as ​ Shares that ​ Total ​ ​ ​ ​ Part of ​ May Yet Be ​ Number of ​ Average ​ Publicly ​ Purchased ​ Shares ​ Price Paid ​ Announced Plans ​ Under the Plans Period Purchased ​ per Share (a) ​ or Programs ​ or Programs October 1, 2024 through October 31, 2024 67 ​ $ 44.51 N/A N/A November 1, 2024 through November 30, 2024 — ​ — N/A N/A December 1, 2024 through December 31, 2024 1,453 ​ 44.79 N/A N/A Total 1,520 ​ $ 44.78 (a) The price paid per share is based on the closing price of our common stock as of the date of the determination of the federal and state tax obligations. ​ 37 Table of Contents Comparison of Five-year Cumulative Total Returns The following graph compares the five-year cumulative total returns for UDR common stock with the comparable cumulative return of the Nareit Equity REIT Index, Standard & Poor’s 500 Stock Index, and the Nareit Equity Apartment Index.
On February 16, 2024, there were 2,659 holders of record of the 329,224,105 outstanding shares of our common stock. We have determined that, for federal income tax purposes, approximately 88% of the distributions for 2023 represented ordinary income, 10% represented long-term capital gain and 2% represented unrecaptured section 1250 gain.
On February 14, 2025, there were 2,552 holders of record of the 331,133,359 outstanding shares of our common stock. We have determined that, for federal income tax purposes, approximately 94% of the distributions for 2024 represented ordinary income, 3% represented long-term capital gain and 3% represented unrecaptured section 1250 gain.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

85 edited+18 added−18 removed78 unchanged
Biggest changeThe following table outlines our reconciliation of Net income/(loss) attributable to common stockholders to FFO, FFOA, and AFFO for the years ended December 31, 2023, 2022, and 2021 ( dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 Net income/(loss) attributable to common stockholders ​ $ 439,505 ​ $ 82,512 ​ $ 145,787 Real estate depreciation and amortization ​ 676,419 ​ 665,228 ​ 606,648 Noncontrolling interests ​ 30,135 ​ 5,655 ​ 10,977 Real estate depreciation and amortization on unconsolidated joint ventures ​ 42,622 ​ 30,062 ​ 31,967 Net (gain)/loss on consolidation ​ ​ 24,257 ​ ​ — ​ ​ — Net gain on the sale of unconsolidated depreciable property ​ — ​ — ​ (2,460) Net gain on the sale of depreciable real estate owned, net of tax ​ (349,993) ​ (25,494) ​ (136,001) FFO attributable to common stockholders and unitholders, basic ​ $ 862,945 ​ $ 757,963 ​ $ 656,918 Distributions to preferred stockholders — Series E (Convertible) ​ 4,848 ​ 4,412 ​ 4,229 FFO attributable to common stockholders and unitholders, diluted ​ $ 867,793 ​ $ 762,375 ​ $ 661,147 Income/(loss) per weighted average common share, diluted ​ $ 1.34 ​ $ 0.26 ​ $ 0.48 FFO per weighted average common share and unit, basic ​ $ 2.46 ​ $ 2.21 ​ $ 2.04 FFO per weighted average common share and unit, diluted ​ $ 2.45 ​ $ 2.20 ​ $ 2.02 Weighted average number of common shares and OP/DownREIT Units outstanding — basic ​ 351,175 ​ 343,149 ​ 322,744 Weighted average number of common shares, OP/DownREIT Units, and common stock equivalents outstanding — diluted ​ 354,422 ​ 347,094 ​ 327,039 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Impact of adjustments to FFO: ​ ​ ​ ​ ​ ​ Debt extinguishment and other associated costs ​ $ — ​ $ — ​ $ 42,336 Debt extinguishment and other associated costs on unconsolidated joint ventures ​ ​ — ​ ​ — ​ ​ 1,682 Variable upside participation on DCP, net ​ ​ (204) ​ ​ (10,622) ​ ​ — Legal and other costs ​ 2,869 ​ 1,493 ​ 5,319 Realized (gain)/loss on real estate technology investments, net of tax ​ ​ (9,864) ​ ​ (6,992) ​ ​ (1,980) Unrealized (gain)/loss on real estate technology investments, net of tax ​ ​ 6,813 ​ ​ 52,663 ​ ​ (55,947) Severance costs ​ 4,164 ​ 441 ​ 2,280 Casualty-related charges/(recoveries), net ​ 3,138 ​ 9,733 ​ 3,960 Total impact of adjustments to FFO ​ $ 6,916 ​ $ 46,716 ​ $ (2,350) FFOA attributable to common stockholders and unitholders, diluted ​ $ 874,709 ​ $ 809,091 ​ $ 658,797 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FFOA per weighted average common share and unit, diluted ​ $ 2.47 ​ $ 2.33 ​ $ 2.01 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Recurring capital expenditures ​ (90,917) ​ (77,710) ​ (63,820) AFFO attributable to common stockholders and unitholders, diluted ​ $ 783,792 ​ $ 731,381 ​ $ 594,977 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AFFO per weighted average common share and unit, diluted ​ $ 2.21 ​ $ 2.11 ​ $ 1.82 ​ 55 Table of Contents The following table is our reconciliation of FFO share information to weighted average common shares outstanding, basic and diluted, reflected on the UDR Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021 (shares in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 Weighted average number of common shares and OP/DownREIT Units outstanding — basic 351,175 343,149 322,744 Weighted average number of OP/DownREIT Units outstanding (22,410) (21,478) (22,418) Weighted average number of common shares outstanding — basic per the Consolidated Statements of Operations 328,765 321,671 300,326 ​ ​ ​ ​ ​ ​ ​ Weighted average number of common shares, OP/DownREIT Units, and common stock equivalents outstanding — diluted 354,422 347,094 327,039 Weighted average number of OP/DownREIT Units outstanding (22,410) (21,478) (22,418) Weighted average number of Series E Cumulative Convertible Preferred shares outstanding (2,908) (2,916) (2,918) Weighted average number of common shares outstanding — diluted per the Consolidated Statements of Operations 329,104 322,700 301,703 ​ ​ ​ ​ ​
Biggest changeThe following table outlines our reconciliation of Net income/(loss) attributable to common stockholders to FFO, FFOA, and AFFO for the years ended December 31, 2024, 2023, and 2022 ( dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 Net income/(loss) attributable to common stockholders ​ $ 84,750 ​ $ 439,505 ​ $ 82,512 Real estate depreciation and amortization ​ 676,068 ​ 676,419 ​ 665,228 Noncontrolling interests ​ 6,292 ​ 30,135 ​ 5,655 Real estate depreciation and amortization on unconsolidated joint ventures ​ 53,727 ​ 42,622 ​ 30,062 Impairment loss from unconsolidated joint ventures ​ ​ 8,083 ​ ​ — ​ ​ — Net (gain)/loss on consolidation ​ ​ — ​ ​ 24,257 ​ ​ — Net gain on the sale of depreciable real estate owned, net of tax ​ (16,867) ​ (349,993) ​ (25,494) FFO attributable to common stockholders and unitholders, basic ​ $ 812,053 ​ $ 862,945 ​ $ 757,963 Distributions to preferred stockholders — Series E (Convertible) ​ 4,835 ​ 4,848 ​ 4,412 FFO attributable to common stockholders and unitholders, diluted ​ $ 816,888 ​ $ 867,793 ​ $ 762,375 Income/(loss) per weighted average common share, diluted ​ $ 0.26 ​ $ 1.34 ​ $ 0.26 FFO per weighted average common share and unit, basic ​ $ 2.30 ​ $ 2.46 ​ $ 2.21 FFO per weighted average common share and unit, diluted ​ $ 2.29 ​ $ 2.45 ​ $ 2.20 Weighted average number of common shares and OP/DownREIT Units outstanding — basic ​ 353,283 ​ 351,175 ​ 343,149 Weighted average number of common shares, OP/DownREIT Units, and common stock equivalents outstanding — diluted ​ 356,957 ​ 354,422 ​ 347,094 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Impact of adjustments to FFO: ​ ​ ​ ​ ​ ​ Variable upside participation on preferred equity investment, net ​ $ — ​ $ (204) ​ $ (10,622) Legal and other costs ​ 13,315 ​ 2,869 ​ 1,493 Realized and unrealized (gain)/loss on real estate technology investments, net of tax ​ ​ (8,019) ​ ​ (3,051) ​ ​ 45,671 Severance costs ​ 10,556 ​ 4,164 ​ 441 Provision for loan loss (a) ​ ​ 37,271 ​ ​ — ​ ​ — Casualty-related charges/(recoveries), net ​ 15,179 ​ 3,138 ​ 9,733 Total impact of adjustments to FFO ​ $ 68,302 ​ $ 6,916 ​ $ 46,716 FFOA attributable to common stockholders and unitholders, diluted ​ $ 885,190 ​ $ 874,709 ​ $ 809,091 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FFOA per weighted average common share and unit, diluted ​ $ 2.48 ​ $ 2.47 ​ $ 2.33 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Recurring capital expenditures, inclusive of unconsolidated joint ventures ​ (105,116) ​ (90,917) ​ (77,710) AFFO attributable to common stockholders and unitholders, diluted ​ $ 780,074 ​ $ 783,792 ​ $ 731,381 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AFFO per weighted average common share and unit, diluted ​ $ 2.19 ​ $ 2.21 ​ $ 2.11 (a) During the year ended December 31, 2024, the Company recorded a $37.3 million non-cash loan reserve related to one of its note receivable investments. ​ 56 Table of Contents The following table is our reconciliation of FFO share information to weighted average common shares outstanding, basic and diluted, reflected on the UDR Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022 (shares in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 Weighted average number of common shares and OP/DownREIT Units outstanding — basic 353,283 351,175 343,149 Weighted average number of OP/DownREIT Units outstanding (23,993) (22,410) (21,478) Weighted average number of common shares outstanding — basic per the Consolidated Statements of Operations 329,290 328,765 321,671 ​ ​ ​ ​ ​ ​ ​ Weighted average number of common shares, OP/DownREIT Units, and common stock equivalents outstanding — diluted 356,957 354,422 347,094 Weighted average number of OP/DownREIT Units outstanding (23,993) (22,410) (21,478) Weighted average number of Series E Cumulative Convertible Preferred shares outstanding (2,848) (2,908) (2,916) Weighted average number of common shares outstanding — diluted per the Consolidated Statements of Operations 330,116 329,104 322,700 ​ ​ ​ ​ ​
Income/(Loss) from Unconsolidated Entities During the year ended December 31, 2023, the Company recognized income/(loss) from unconsolidated entities of $4.7 million, which was primarily due to net income from our operating joint ventures and preferred equity investments, partially offset by a $24.3 million loss on consolidation of one of our preferred equity investments .
During the year ended December 31, 2023, the Company recognized income/(loss) from unconsolidated entities of $4.7 million, which was primarily due to net income from our operating joint ventures and preferred equity investments, partially offset by a $24.3 million loss on consolidation of one of our preferred equity investments .
Our payment of amounts due on the notes also is effectively subordinated to all liabilities, whether secured or unsecured, of any of our non-guarantor subsidiaries because, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to such subsidiaries, we, as an equity holder of such subsidiaries, would not receive distributions from such subsidiaries until claims of any creditors of such subsidiaries are satisfied. ​ The following tables present the summarized financial information for the Operating Partnership as of December 31, 2023 and 2022, and for the years ended December 31, 2023, 2022, and 2021.
Our payment of amounts due on the notes also is effectively subordinated to all liabilities, whether secured or unsecured, of any of our non-guarantor subsidiaries because, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to such subsidiaries, we, as an equity holder of such subsidiaries, would not receive distributions from such subsidiaries until claims of any creditors of such subsidiaries are satisfied. ​ The following tables present the summarized financial information for the Operating Partnership as of December 31, 2024 and 2023, and for the years ended December 31, 2024, 2023, and 2022.
Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
UDR has concluded that it is the primary beneficiary of, and therefore consolidates, the Operating Partnership. ​ The Operating Partnership is the subsidiary guarantor of certain of our registered debt securities, including the $300 million of medium-term notes due September 2026, $300 million of medium-term notes due July 2027, $300 million of medium-term notes due January 2028, $300 million of medium-term notes due January 2029, $600 million of medium-term notes due January 2030, $600 million of medium-term notes due August 2031, $400 million of medium-term notes due August 2032, $350 million of medium-term notes due March 2033, $300 million of medium-term notes due in June 2033 and $300 million of medium-term notes due November 2034. ​ The Operating Partnership fully and unconditionally guarantees payment of any principal, premium and interest in full to the holders of the notes described above.
UDR has concluded that it is the primary beneficiary of, and therefore consolidates, the Operating Partnership. ​ The Operating Partnership is the subsidiary guarantor of certain of our registered debt securities, including the $300 million of medium-term notes due September 2026, $300 million of medium-term notes due July 2027, $300 million of medium-term notes due January 2028, $300 million of medium-term notes due January 2029, $600 million of medium-term notes due January 2030, $600 million of medium-term notes due August 2031, $400 million of medium-term notes due August 2032, $350 million of medium-term notes due March 2033, $300 million of medium-term notes 44 Table of Contents due in June 2033, $300 million of medium-term notes due September 2034 and $300 million of medium-term notes due November 2034. ​ The Operating Partnership fully and unconditionally guarantees payment of any principal, premium and interest in full to the holders of the notes described above.
The credit agreement for these facilities ( the “Credit Agreement”) allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.5 billion, subject to certain conditions, including obtaining commitments from one or more lenders.
The credit agreement for these facilities (as amended, the “Credit Agreement”) allows the total commitments under the Revolving Credit Facility and the total borrowings under the Term Loan to be increased to an aggregate maximum amount of up to $2.5 billion, subject to certain conditions, including obtaining commitments from one or more lenders.
Upon entering into the ATM sales agreement, the Company simultaneously terminated the sales agreement for its prior at-the-market equity offering program, which was entered into in July 2017. During the year ended December 31, 2023, the Company did not sell any shares of common stock through its ATM program.
Upon entering into the ATM sales agreement, the Company simultaneously terminated the sales agreement for its prior at-the-market equity offering program, which was entered into in July 2017. During the year ended December 31, 2024 the Company did not sell any shares of common stock through its ATM program.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the consolidated financial statements appearing elsewhere herein and is based primarily on the consolidated financial statements for the years ended December 31, 2023, and 2022.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the consolidated financial statements appearing elsewhere herein and is based primarily on the consolidated financial statements for the years ended December 31, 2024, and 2023.
Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to Adjusted SOFR plus a margin of 75.5 basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to Adjusted SOFR plus a margin of 83.0 basis points.
Based on the Company’s current credit rating, the Revolving Credit Facility has an interest rate equal to Adjusted SOFR plus a margin of 77.5 basis points and a facility fee of 15 basis points, and the Term Loan has an interest rate equal to Adjusted SOFR plus a margin of 83.0 basis points.
The gross proceeds were received ratably throughout the development of the community and are reflected as a reduction of capital expenditures. ​ In June 2023, the Company contributed four wholly owned operating communities, totaling 1,328 apartment homes located in various markets, to a newly formed joint venture in exchange for a 51.0% interest in the venture.
The gross proceeds were received ratably throughout the development of the community and are reflected as a reduction of capital expenditures. ​ 46 Table of Contents In June 2023, the Company contributed four wholly-owned operating communities, totaling 1,328 apartment homes located in various markets, to a newly formed joint venture in exchange for a 51.0% interest in the venture.
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.
AFFO should not be considered as an alternative to net income/(loss) (determined in accordance with GAAP) as an indication of 55 Table of Contents 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 critical accounting policy is one that is both important to our financial condition and results of operations as well as involves some degree of uncertainty. Estimates are prepared based on management’s assessment after considering all evidence available. Changes in estimates could affect our financial position or results of 39 Table of Contents operations.
A critical accounting policy is one that is both important to our financial condition and results of operations as well as involves some degree of uncertainty. Estimates are prepared based on management’s assessment after considering all evidence available. Changes in estimates could affect our financial position or results of operations.
However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no change in our financial structure. 49 Table of Contents The Company also utilizes derivative financial instruments to manage interest rate risk and generally designates these financial instruments as cash flow hedges.
However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no change in our financial structure. The Company also utilizes derivative financial instruments to manage interest rate risk and generally designates these financial instruments as cash flow hedges.
The Operating Partnership may, without the consent of the holders of the notes, assume all of our rights and obligations under the notes and, upon such assumption, we will be released from our liabilities under the indenture and the notes. 44 Table of Contents ​ The notes are UDR’s unsecured general obligations and rank equally with all of UDR’s other unsecured and unsubordinated indebtedness outstanding from time to time.
The Operating Partnership may, without the consent of the holders of the notes, assume all of our rights and obligations under the notes and, upon such assumption, we will be released from our liabilities under the indenture and the notes. ​ The notes are UDR’s unsecured general obligations and rank equally with all of UDR’s other unsecured and unsubordinated indebtedness outstanding from time to time.
(d) Average number of homes is calculated based on the number of homes outstanding at the end of each month. ​ We intend to continue to selectively add NOI enhancing improvements, which we believe will provide a return on investment in excess of our cost of capital.
(d) Average number of homes is calculated based on the number of homes outstanding at the end of each month. ​ 47 Table of Contents We intend to continue to selectively add NOI enhancing improvements, which we believe will provide a return on investment in excess of our cost of capital.
Adjusted Funds from Operations Adjusted FFO (“AFFO”) attributable to common stockholders and unitholders is defined as FFOA less recurring capital expenditures on consolidated communities that are necessary to help preserve the value of and maintain 54 Table of Contents functionality at our communities.
Adjusted Funds from Operations Adjusted FFO (“AFFO”) attributable to common stockholders and unitholders is defined as FFOA less recurring capital expenditures on consolidated communities that are necessary to help preserve the value of and maintain functionality at our communities.
In addition, we consider the cost of acquiring similar leases, the foregone rents associated with the lease-up period, and the carrying costs associated with the lease-up period. The fair value of in-place leases is recorded and amortized as amortization expense over the remaining average contractual lease period.
In addition, we consider the cost of acquiring similar leases, the foregone rents 40 Table of Contents associated with the lease-up period, and the carrying costs associated with the lease-up period. The fair value of in-place leases is recorded and amortized as amortization expense over the remaining average contractual lease period.
As of December 31, 2023, we had 14.0 million shares of common stock available for future issuance under the ATM program.
As of December 31, 2024, we had 14.0 million shares of common stock available for future issuance under the ATM program.
Our estimates of fair value represent our best estimate based primarily upon unobservable inputs related to rental rates, 40 Table of Contents operating costs, growth rates, discount rates, capitalization rates, industry trends and reference to market rates and transactions.
Our estimates of fair value represent our best estimate based primarily upon unobservable inputs related to rental rates, operating costs, growth rates, discount rates, capitalization rates, industry trends and reference to market rates and transactions.
If market interest rates for variable rate debt increased by 100 basis points, our interest expense would increase by $5.0 million based on the average balance outstanding during the year. These amounts are determined by considering the impact of hypothetical interest rates on our borrowing cost.
If market interest rates for variable rate debt increased by 100 basis points, our interest expense would increase by $6.1 million based on the average balance outstanding during the year. These amounts are determined by considering the impact of hypothetical interest rates on our borrowing cost.
This section of this Form 10-K generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022 of UDR, Inc.
This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023 of UDR, Inc.
During 2023, we incurred gross interest costs of $191.0 million, of which $10.1 million was capitalized. ​ We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material. ​ Guarantor Subsidiary Summarized Financial Information ​ UDR has certain outstanding debt securities that are guaranteed by the Operating Partnership.
During 2024, we incurred gross interest costs of $205.0 million, of which $9.3 million was capitalized. ​ We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material. ​ Guarantor Subsidiary Summarized Financial Information ​ UDR has certain outstanding debt securities that are guaranteed by the Operating Partnership.
As of December 31, 2023, we had no outstanding borrowings under the Revolving Credit Facility, leaving $1.3 billion of unused capacity (excluding $2.3 million of letters of credit at December 31, 2023), and $350.0 million of outstanding borrowings under the Term Loan.
As of December 31, 2024, we had no outstanding borrowings under the Revolving Credit Facility, leaving $1.3 billion of unused capacity (excluding $3.4 million of letters of credit at December 31, 2024), and $350.0 million of outstanding borrowings under the Term Loan.
Noncontrolling Interest For the years ended December 31, 2023 and 2022, the Company recognized net income attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership of $30.1 million and $5.6 million, respectively.
Noncontrolling Interest For the years ended December 31, 2024 and 2023, the Company recognized net income attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership of $6.2 million and $30.1 million, respectively.
Inflation 53 Table of Contents Inflation primarily impacts our results of operations as a result of wage pressures and increases in utilities and repair and maintenance costs.
Inflation Inflation primarily impacts our results of operations as a result of wage pressures and increases in utilities and repair and maintenance costs.
Gain/(Loss) on Sale of Real Estate Owned During the year ended December 31, 2023, the Company recognized a gain of $351.2 million from the partial sale of four operating communities located in various markets and the sale of an operating community located in Hillsboro, Oregon.
During the year ended December 31, 2023, the Company recognized a gain of $351.2 million from the partial sale of four operating communities located in various markets and the sale of an operating community located in Hillsboro, Oregon.
For the year ended December 31, 2023, total capital expenditures of $303.7 million or $5,567 per stabilized home, which in aggregate include recurring capital expenditures and major renovations, were spent across our portfolio, excluding development, as compared to $234.0 million or $4,373 per stabilized home for the prior year.
For the year ended December 31, 2024, total capital expenditures of $246.5 million or $4,458 per stabilized home, which in aggregate include recurring capital expenditures and major renovations, were spent across our portfolio, excluding development, as compared to $303.7 million or $5,567 per stabilized home for the prior year.
Net Income/(Loss) Attributable to Common Stockholders Net income/(loss) attributable to common stockholders was $439.5 million ($1.34 per diluted share) for the year ended December 31, 2023, as compared to $82.5 million ($0.26 per diluted share) for the prior year.
Net Income/(Loss) Attributable to Common Stockholders Net income/(loss) attributable to common stockholders was $84.8 million ($0.26 per diluted share) for the year ended December 31, 2024, as compared to $439.5 million ($1.34 per diluted share) for the prior year.
Our earnings are affected as changes in short-term interest rates impact our cost of variable rate debt and maturing fixed rate debt. We had $479.7 million in variable rate debt that is not subject to interest rate swap contracts as of December 31, 2023.
Our earnings are affected as changes in short-term interest rates impact our cost of variable rate debt and maturing fixed rate debt. We had $501.3 million in variable rate debt that is not subject to interest rate swap contracts as of December 31, 2024.
The operating margin (property net operating income divided by property rental income) was 69.6% and 69.3% for the years ended December 31, 2023 and 2022, respectively.
The operating margin (property net operating income divided by property rental income) was 69.0% and 69.6% for the years ended December 31, 2024 and 2023, respectively.
(b) Same-Store consists of 47,360 apartment homes. (c) Excludes depreciation, amortization, and property management expenses. (d) Represents non-mature communities that have achieved 90% occupancy for three consecutive months but do not meet the criteria to be included in Same-Store Communities.
(b) Excludes depreciation, amortization, and property management expenses. (c) Represents non-mature communities that have achieved 90% occupancy for three consecutive months but do not meet the criteria to be included in Same-Store Communities.
The decrease in cash used in investing activities was primarily due to a decrease in acquisitions, an increase in proceeds from sales of real estate, a decrease in spend for development of real estate assets, and a decrease in cash investments in unconsolidated joint ventures, partially offset by an increase in spend for capital expenditures and a decrease in distributions received from unconsolidated joint ventures and partnerships.
The decrease in cash used in investing activities was primarily due to a decrease in acquisitions, a decrease in spend for development of real estate assets, a decrease in spend for capital expenditures, an increase in distributions received from unconsolidated joint ventures and partnerships, a decrease in cash investments in unconsolidated joint ventures, and a decrease from the net issuance of notes receivable during the current year compared to the prior year, partially offset by a decrease in proceeds from sales of real estate.
Amounts capitalized during the years ended December 31, 2023, 2022, and 2021 were $23.2 million, $31.3 million, and $21.0 million, respectively. Investment in Unconsolidated Entities We may enter into various joint venture agreements and/or partnerships with unrelated third parties to hold or develop real estate assets.
Amounts capitalized during the years ended December 31, 2024, 2023, and 2022 were $24.4 million, $23.2 million, and $31.3 million, respectively. 39 Table of Contents Investment in Unconsolidated Entities We may enter into various joint venture agreements and/or partnerships with unrelated third parties to hold or develop real estate assets.
The increase in 2023 as compared to 2022 was primarily attributed to the noncontrolling interests’ share of the gains from the partial sale of four operating communities located in various markets and a gain form the sale of an operating community located in Hillsboro, Oregon during the year ended December 31, 2023, as compared to the noncontrolling interests’ share of a gain from the sale of an operating community in Orange County, California during the year ended December 31, 2022.
The decrease in 2024 as compared to 2023 was primarily attributed to the noncontrolling interests’ share of a gain from the sale of an operating community in Arlington, Virginia during the year ended December 31, 2024, as compared to the noncontrolling interests’ share of the gains from the partial sale of four operating communities located in various markets and a gain form the sale of an operating community located in Hillsboro, Oregon during the year ended December 31, 2023.
As of December 31, 2023, we had issued $408.1 million of commercial paper, for one month terms, at a weighted average annualized rate of 5.7%, leaving $291.9 million of unused capacity. Interest Rate Risk We are exposed to interest rate risk associated with variable rate notes payable and maturing debt that has to be refinanced.
As of December 31, 2024, we had issued $289.9 million of commercial paper, for one month terms, at a weighted average annualized rate of 4.7%, leaving $410.1 million of unused capacity. 49 Table of Contents Interest Rate Risk We are exposed to interest rate risk associated with variable rate notes payable and maturing debt that has to be refinanced.
The Company has a working capital credit facility, which provides for a $75.0 million unsecured revolving credit facility (the “Working Capital Credit Facility”) with a scheduled maturity date of January 12, 2025.
The Company has a working capital credit facility, which provides for a $75.0 million unsecured revolving credit facility (the “Working Capital Credit Facility”) with a scheduled maturity date of January 12, 2026. In December 2024, the Company extended the maturity date from January 12, 2025 to January 12, 2026.
Operating Activities For the year ended December 31, 2023, our Net cash provided by/(used in) operating activities was $832.7 million compared to $820.1 million for 2022.
Operating Activities For the year ended December 31, 2024, our Net cash provided by/(used in) operating activities was $876.8 million compared to $832.7 million for 2023.
A presentation of cash flow metrics based on GAAP is as follows ( dollars in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 2022 Net cash provided by/(used in) operating activities $ 832,664 $ 820,071 Net cash provided by/(used in) investing activities ​ (289,138) (929,528) Net cash provided by/(used in) financing activities ​ (538,854) 111,233 ​ ​ Results of Operations The following discussion explains the changes in results of operations that are presented in our Consolidated Statements of Operations for the years ended December 31, 2023 and 2022.
A presentation of cash flow metrics based on GAAP is as follows ( dollars in thousands ): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 Net cash provided by/(used in) operating activities $ 876,848 $ 832,664 Net cash provided by/(used in) investing activities ​ (276,351) (289,138) Net cash provided by/(used in) financing activities ​ (599,936) (538,854) ​ ​ Results of Operations The following discussion explains the changes in results of operations that are presented in our Consolidated Statements of Operations for the years ended December 31, 2024 and 2023.
Interest income and other income/(expense), net For the years ended December 31, 2023 and 2022, the Company recognized interest income and other income/(expense), net of $17.8 million and $(6.9) million, respectively.
Interest income and other income/(expense) For the years ended December 31, 2024 and 2023, the Company recognized interest income and other income/(expense), net of $(12.3) million and $17.8 million, respectively.
Acquisitions In February 2023, the Company took title to a 136 apartment home operating community located in San Francisco, California, through a foreclosure proceeding. The community was previously owned by a consolidated joint venture of the Company.
(See Note 5, Joint Ventures and Partnerships for more information) . ​ In February 2023, the Company took title to a 136 apartment home operating community located in San Francisco, California, through a foreclosure proceeding. The community was previously owned by a consolidated joint venture of the Company.
NOI for our Same-Store Community properties increased 6.0%, or $58.8 million, for the year ended December 31, 2023 compared to the same period in 2022. The increase in property NOI was attributable to a 5.6%, or $79.3 million, increase in property rental income, which was partially offset by a 4.7%, or $20.5 million, increase in operating expenses .
NOI for our Same-Store Community properties increased 1.5%, or $15.3 million, for the year ended December 31, 2024 compared to the same period in 2023. The increase in property NOI was attributable to a 2.3%, or $34.7 million, increase in property rental income, which was partially offset by a 4.3%, or $19.4 million, increase in operating expenses .
These communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior year, there is no plan to conduct substantial redevelopment activities, and the communities are not classified as held for disposition at year end.
These communities were owned and had stabilized occupancy and operating expenses as of the beginning of the prior year, there is no plan to conduct substantial redevelopment activities, and the communities are not classified as held for disposition at year end. A community is considered to have stabilized occupancy once it achieves 90% occupancy for at least three consecutive months.
The remaining 6.9%, or $77.1 million, of our total NOI during the year ended December 31, 2023 was generated from our Non-Mature Communities/Other . NOI from Non-Mature Communities/Other increased by 25.3%, or $15.6 million, for the year ended December 31, 2023 as compared to the same period in 2022.
The remaining 7.6%, or $86.4 million, of our total NOI during the year ended December 31, 2024 was generated from our Non-Mature Communities/Other . NOI from Non-Mature Communities/Other increased by 11.3%, or $8.8 million, for the year ended December 31, 2024 as compared to the same period in 2023.
Although the Company considers NOI a useful measure of operating performance, NOI should not be considered an alternative to net income or net cash flow from operating activities as determined in accordance with GAAP. NOI excludes several income and expense categories as detailed in the reconciliation of NOI to Net income/(loss) attributable to UDR, Inc. below.
Although the Company considers NOI a useful measure of operating performance, NOI should not be considered an alternative to net income or net cash flow from operating activities as determined in accordance with GAAP.
The following significant financing activities occurred during the year ended December 31, 2023: ● repurchased 0.6 million shares of common stock at an average price of $40.13 per share for approximately $25.0 million; ● received net proceeds of $108.1 million on our unsecured commercial paper program; ● repaid $23.4 million on our revolving bank debt; ● paid $35.6 million of distributions to redeemable noncontrolling interests; and ● paid $539.9 million of distributions to our common stockholders.
The following significant financing activities occurred during the year ended December 31, 2024: ● issued $300.0 million of 5.125% senior unsecured medium-term notes due September 2034, for net proceeds of $296.9 million; ● repaid $138.0 million of secured debt; ● repaid $15.6 million of unsecured debt; ● repaid $118.2 million, net on our unsecured commercial paper program; ● paid $42.8 million of distributions to redeemable noncontrolling interests; and ● paid $558.5 million of distributions to our common stockholders. 48 Table of Contents The following significant financing activities occurred during the year ended December 31, 2023: ● repurchased 0.6 million shares of common stock at an average price of $40.13 per share for approximately $25.0 million; ● received net proceeds of $108.1 million on our unsecured commercial paper program; ● repaid $23.4 million on our revolving bank debt; ● paid $35.6 million of distributions to redeemable noncontrolling interests; and ● paid $539.9 million of distributions to our common stockholders.
F urther, the Credit Agreement includes sustainability adjustments pursuant to which the applicable margin for the Revolving Credit Facility and the Term Loan were reduced by two basis points upon the Company receiving certain green building certifications, which is reflected in the margins noted above .
Further, the Credit Agreement includes sustainability adjustments pursuant to which the applicable margin for the Term Loan may be reduced by up to two basis points contingent upon the Company receiving green building certifications, which is reflected in the margin noted above.
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.
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.
The Revolving Credit Facility has a scheduled maturity date of January 31, 2026, with two six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date of January 31, 2027.
In August 2024, the Company amended the Revolving Credit Facility to extend the maturity date to August 31, 2028, with two six-month extension options. The Revolving Credit Facility was previously set to mature on January 31, 2026, with two six-month extension options, subject to certain conditions. The Term Loan has a scheduled maturity date of January 31, 2027.
We report in two segments: Same-Store Communities and Non-Mature Communities/Other . Our Same-Store Communities segment represents those communities acquired, developed, and stabilized prior to January 1, 2022 and held as of December 31, 2023.
Our Same-Store Communities segment represents those communities acquired, developed, and stabilized prior to January 1, 2023 and held as of December 31, 2024.
The information presented below excludes eliminations necessary to arrive at the information on a consolidated basis (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2023 2022 Total real estate, net $ 2,629,267 $ 2,353,509 Cash and cash equivalents ​ 5 ​ 9 Operating lease right-of-use assets ​ 191,673 ​ 195,296 Other assets ​ 75,464 ​ 67,186 Total assets $ 2,896,409 $ 2,616,000 ​ ​ ​ ​ ​ ​ ​ Secured debt, net ​ $ 377,262 ​ $ 187,537 Notes payable to UDR (a) ​ ​ 1,298,903 ​ ​ 1,162,308 Operating lease liabilities ​ ​ 186,939 ​ ​ 190,495 Other liabilities ​ 133,595 ​ 118,103 Total liabilities ​ 1,996,699 ​ 1,658,443 Total capital ​ $ 899,710 ​ $ 957,557 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ 2023 2022 ​ 2021 Total revenue ​ $ 561,441 $ 511,560 ​ $ 440,631 Property operating expenses ​ (243,842) ​ (217,048) ​ (189,543) Real estate depreciation and amortization ​ (166,744) ​ (155,451) ​ (152,520) Operating income/(loss) ​ 150,855 ​ 139,061 ​ 98,568 Interest expense (a) ​ (55,729) ​ (37,792) ​ (33,098) Other income/(loss) ​ 6,231 ​ (3,589) ​ 9,316 Net income/(loss) ​ $ 101,357 $ 97,680 $ 74,786 (a) All $1.3 billion and $1.2 billion notes payable to UDR as of December 31, 2023 and 2022, respectively, and $47.2 million, $35.7 million and $30.8 million of interest expense on notes payable to UDR for the years ended December 31, 2023, 2022, and 2021, respectively, eliminate upon consolidation of UDR’s consolidated financial statements. ​ Statements of Cash Flows The following discussion explains the changes in Net cash provided by/(used in) operating activities , Net cash provided by/(used in) investing activities , and Net cash provided by/(used in) financing activities that are presented in our Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022.
The information presented below excludes eliminations necessary to arrive at the information on a consolidated basis (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2024 2023 Total real estate, net $ 2,562,075 $ 2,629,267 Cash and cash equivalents ​ — ​ 5 Operating lease right-of-use assets ​ 187,886 ​ 191,673 Other assets ​ 47,907 ​ 75,464 Total assets $ 2,797,868 $ 2,896,409 ​ ​ ​ ​ ​ ​ ​ Secured debt, net ​ $ 377,724 ​ $ 377,262 Notes payable to UDR (a) ​ ​ 1,429,849 ​ ​ 1,298,903 Operating lease liabilities ​ ​ 183,215 ​ ​ 186,939 Other liabilities ​ 139,910 ​ 133,595 Total liabilities ​ 2,130,698 ​ 1,996,699 Total capital ​ $ 667,170 ​ $ 899,710 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ 2024 2023 ​ 2022 Total revenue ​ $ 600,425 $ 561,441 ​ $ 511,560 Property operating expenses ​ (271,781) ​ (243,842) ​ (217,048) Real estate depreciation and amortization ​ (187,821) ​ (166,744) ​ (155,451) Operating income/(loss) ​ 140,823 ​ 150,855 ​ 139,061 Interest expense (a) ​ (69,933) ​ (55,729) ​ (37,792) Other income/(loss) ​ 6,595 ​ 6,231 ​ (3,589) Net income/(loss) ​ $ 77,485 $ 101,357 $ 97,680 45 Table of Contents (a) All $1.4 billion and $1.3 billion notes payable to UDR as of December 31, 2024 and 2023, respectively, and $53.6 million, $47.2 million and $35.7 million of interest expense on notes payable to UDR for the years ended December 31, 2024, 2023, and 2022, respectively, eliminate upon consolidation of UDR’s consolidated financial statements. ​ Statements of Cash Flows The following discussion explains the changes in Net cash provided by/(used in) operating activities , Net cash provided by/(used in) investing activities , and Net cash provided by/(used in) financing activities that are presented in our Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023.
Funds from Operations, Funds from Operations as Adjusted, and Adjusted Funds from Operations Funds from Operations Funds from operations (“FFO”) attributable to common stockholders and unitholders is defined 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.
Although an extreme or sustained escalation in costs could have a negative impact on our residents and their ability to absorb rent increases, we do not believe this had a material impact on our results for the year ended December 31, 2024 . 54 Table of Contents Funds from Operations, Funds from Operations as Adjusted, and Adjusted Funds from Operations Funds from Operations Funds from operations (“FFO”) attributable to common stockholders and unitholders is defined 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.
Interest expense For the years ended December 31, 2023 and 2022, the Company recognized interest expense of $180.9 million and $155.9 million, respectively. The increase in 2023 as compared to 2022 was primarily due to an increase in average interest rates and higher overall debt balances during the year ended December 31, 2023 as compared to 2022.
The increase in 2024 as compared to 2023 was primarily due to higher overall debt balances during the year ended December 31, 2024, as compared the same period in 2023. General and administrative For the years ended December 31, 2024 and 2023, the Company recognized general and administrative expense of $84.3 million and $69.9 million, respectively.
Critical Accounting Policies and Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles (“GAAP”) requires management to use judgment in the application of accounting policies, including making estimates and assumptions.
The Same-Store Community apartment home population for the year ended December 31, 2024, was 51,428. Critical Accounting Policies and Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles (“GAAP”) requires management to use judgment in the application of accounting policies, including making estimates and assumptions.
The following table outlines capital expenditures and repair and maintenance costs for all of our communities, excluding real estate under development, for the years ended December 31, 2023 and 2022 ( dollars in thousands except Per Home amounts ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Per Home ​ ​ Year Ended December 31, ​ Year Ended December 31, ​ 2023 2022 % Change 2023 2022 % Change Turnover capital expenditures ​ $ 17,595 ​ $ 17,148 2.6 % $ 323 ​ $ 320 0.9 % Asset preservation expenditures ​ 68,017 ​ 56,713 19.9 % 1,249 ​ 1,060 17.8 % Total recurring capital expenditures ​ 85,612 ​ 73,861 15.9 % 1,572 ​ 1,380 13.9 % NOI enhancing improvements (a) ​ 90,627 ​ 72,165 25.6 % 1,664 ​ 1,349 23.4 % Major renovations (b) ​ 123,324 ​ 84,048 46.7 % 2,264 ​ 1,571 44.1 % Operations platform ​ ​ 4,144 ​ ​ 3,917 ​ 5.8 % ​ 76 ​ ​ 73 ​ 4.1 % Total capital expenditures (c) ​ $ 303,707 ​ $ 233,991 29.8 % $ 5,576 ​ $ 4,373 27.5 % Repair and maintenance expense ​ $ 94,958 ​ $ 84,663 12.2 % $ 1,743 ​ $ 1,582 10.2 % Average home count (d) ​ 54,476 ​ 53,514 1.8 % ​ ​ ​ ​ ​ ​ ​ ​ (a) NOI enhancing improvements are expenditures that result in increased income generation or decreased expense growth.
The following table outlines capital expenditures and repair and maintenance costs for all of our communities, excluding real estate under development, for the years ended December 31, 2024 and 2023 ( dollars in thousands except Per Home amounts ): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Per Home ​ ​ Year Ended December 31, ​ Year Ended December 31, ​ 2024 2023 % Change 2024 2023 % Change Turnover capital expenditures ​ $ 19,230 ​ $ 17,595 9.3 % $ 348 ​ $ 323 7.7 % Asset preservation expenditures ​ 79,456 ​ 68,017 16.8 % 1,437 ​ 1,249 15.1 % Total recurring capital expenditures ​ 98,686 ​ 85,612 15.3 % 1,785 ​ 1,572 13.5 % NOI enhancing improvements (a) ​ 92,668 ​ 90,627 2.3 % 1,676 ​ 1,664 0.7 % Major renovations (b) ​ 51,441 ​ 123,324 (58.3) % 930 ​ 2,264 (58.9) % Operations platform ​ ​ 3,715 ​ ​ 4,144 ​ (10.4) % ​ 67 ​ ​ 76 ​ (11.8) % Total capital expenditures (c) ​ $ 246,510 ​ $ 303,707 (18.8) % $ 4,458 ​ $ 5,576 (20.1) % Repair and maintenance expense ​ $ 101,223 ​ $ 94,958 6.6 % $ 1,830 ​ $ 1,743 5.0 % Average home count (d) ​ 55,301 ​ 54,476 1.5 % ​ ​ ​ ​ ​ ​ ​ ​ (a) NOI enhancing improvements are expenditures that result in increased income generation or decreased expense growth.
We anticipate repaying the debt due in 2024 with cash 43 Table of Contents flow from our operations, proceeds from debt or equity offerings, proceeds from dispositions of properties, or from borrowings under our credit agreements and our unsecured commercial paper program.
During 2025, we have approximately $178.3 million of secured debt maturing, inclusive of principal amortization, and $289.9 million of unsecured debt maturing. We anticipate repaying the debt due in 2025 with cash flow from our operations, proceeds from debt or equity offerings, proceeds from dispositions of properties, or from borrowings under our credit agreements and our unsecured commercial paper program.
The increase was primarily attributable to a $17.1 million increase in NOI from stabilized, non-mature communities, primarily due to development communities completed in 2023 and 2022 and becoming stabilized, and a $3.5 million increase in non- 52 Table of Contents residential/other NOI due to changes in straight-line rent as a result of a decrease in tenant rent concessions during 2023, partially offset by a $6.7 million decrease in sold and held for disposition communities NOI due to the partial sale of four operating communities and the sale of one operating community in 2023, and one operating community held for disposition at December 31, 2023, as compared to the sale of one operating community in 2022.
The increase was primarily attributable to a $24.2 million increase in NOI from stabilized, non-mature communities, primarily due to development communities completed becoming stabilized and communities acquired in 2023 being owned for the full year, and a $5.1 million increase in non-residential/other NOI primarily due to higher retail tenant rents, partially offset by a $22.8 million decrease in sold and held for disposition communities NOI due to the sale of an operating community and two operating communities being held for disposition during the year ended December 31, 2024 as compared to the sale of one operating community, one operating community held for disposition during the year ended December 31, 2023, and the partial sale of four operating communities in 2023.
The increase in operating expenses was primarily driven by a 10.3%, or $8.3 million, increase in repair and maintenance expense due to an increase in the cost per home of those that were turned during the year, the impact of inflation on third party vendor costs, and weather-related events, a 10.6%, or $6.2 million, increase in utilities, which was primarily due an increase in energy costs, a 3.2%, or $5.7 million, increase in real estate taxes due to higher assessed valuations, and a 6.9%, or $2.0 million, increase in administrative and marketing expense, partially offset by a $2.5 million decrease in insurance expense primarily due to a decrease in the impact from claims.
The increase in operating expenses was primarily driven by an 11.0%, or $6.7 million, increase in personnel costs primarily due to annual market increases and a refundable payroll tax credit related to the Employee Retention Credit program in 2023, a 5.1%, or $4.6 million, increase in repair and maintenance expense due to an increase in the cost per home of those that were turned during the year, the impact of inflation on third party vendor costs and weather-related events, a 12.6%, or $3.8 million, increase in administration and marketing primarily due to the cost for providing property-wide Wi-Fi, and a 1.8%, or $3.3 million, increase in real estate taxes due to higher assessed valuations.
In November 2023, the Company amended the Working Capital Credit Facility to extend the maturity date from January 12, 2024 to January 12, 2025, plus a one-year extension option. Based on the Company’s current credit rating, the Working Capital Credit Facility has an interest rate equal to Adjusted SOFR plus a margin of 77.5 basis points.
Based on the Company’s current credit rating, the Working Capital Credit Facility has an interest rate equal to Adjusted SOFR plus a margin of 77.5 basis points. Depending on the Company’s credit rating, the margin ranges from 70 to 140 basis points.
(e) Primarily non-residential revenue and expense and straight-line adjustment for concessions. ​ 51 Table of Contents The following table is our reconciliation of Net income/(loss) attributable to UDR, Inc. to total property NOI for each of the periods presented ( dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 Net income/(loss) attributable to UDR, Inc. ​ $ 444,353 ​ $ 86,924 ​ $ 150,016 Joint venture management and other fees ​ (6,843) ​ (5,022) ​ (6,102) Property management ​ 52,671 ​ 49,152 ​ 38,540 Other operating expenses ​ 20,222 ​ 17,493 ​ 21,649 Real estate depreciation and amortization ​ 676,419 ​ 665,228 ​ 606,648 General and administrative ​ 69,929 ​ 64,144 ​ 57,541 Casualty-related charges/(recoveries), net ​ 3,138 ​ 9,733 ​ 3,748 Other depreciation and amortization ​ 15,419 ​ 14,344 ​ 13,185 (Gain)/loss on sale of real estate owned ​ (351,193) ​ (25,494) ​ (136,052) (Income)/loss from unconsolidated entities ​ (4,693) ​ (4,947) ​ (65,646) Interest expense ​ 180,866 ​ 155,900 ​ 186,267 Interest income and other (income)/expense, net ​ ​ (17,759) ​ ​ 6,933 ​ ​ (15,085) Tax provision/(benefit), net ​ 2,106 ​ 349 ​ 1,439 Net income/(loss) attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership ​ 30,104 ​ 5,613 ​ 10,873 Net income/(loss) attributable to noncontrolling interests ​ 31 ​ 42 ​ 104 Total property NOI ​ $ 1,114,770 ​ $ 1,040,392 ​ $ 867,125 ​ Same-Store Communities Our Same-Store Community properties (those acquired, developed, and stabilized prior to January 1, 2022 and held on December 31, 2023) consisted of 51,368 apartment homes and provided 93.1% of our total NOI for the year ended December 31, 2023.
(d) Primarily non-residential revenue and expense. ​ The following table is our reconciliation of Net income/(loss) attributable to UDR, Inc. to total property NOI for each of the periods presented ( dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Net income/(loss) attributable to UDR, Inc. ​ $ 89,585 ​ $ 444,353 Joint venture management and other fees ​ (8,317) ​ (6,843) Property management ​ 54,065 ​ 52,671 Other operating expenses ​ 30,416 ​ 20,222 Real estate depreciation and amortization ​ 676,068 ​ 676,419 General and administrative ​ 84,305 ​ 69,929 Casualty-related charges/(recoveries), net ​ 15,179 ​ 3,138 Other depreciation and amortization ​ 19,405 ​ 15,419 (Gain)/loss on sale of real estate owned ​ ​ (16,867) ​ ​ (351,193) (Income)/loss from unconsolidated entities ​ (20,235) ​ (4,693) Interest expense ​ 195,712 ​ 180,866 Interest income and other (income)/expense, net ​ 12,336 ​ (17,759) Tax provision/(benefit), net ​ 879 ​ 2,106 Net income/(loss) attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership ​ 6,246 ​ 30,104 Net income/(loss) attributable to noncontrolling interests ​ 46 ​ 31 Total property NOI ​ $ 1,138,823 ​ $ 1,114,770 ​ Same-Store Communities Our Same-Store Community properties (those acquired, developed, and stabilized prior to January 1, 2023 and held on December 31, 2024) consisted of 51,428 apartment homes and provided 92.4% of our total NOI for the year ended December 31, 2024.
The Company defines NOI, which is a non-GAAP financial measure, as rental income less direct property rental expenses. Rental income represents gross market rent less adjustments for concessions, vacancy loss and bad debt. Rental expenses include real estate taxes, insurance, personnel, utilities, repairs and maintenance, administrative and marketing.
Apartment Community Operations Our net income results are primarily from NOI generated from the operation of our apartment communities. The Company defines NOI, which is a non-GAAP financial measure, as rental income less direct property rental expenses. Rental income represents gross market rent less adjustments for concessions, vacancy loss and bad debt.
Unless the context otherwise requires, all references in this Report to “we,” “us,” “our,” “the Company,” or “UDR” refer collectively to UDR, Inc., its consolidated subsidiaries and its consolidated joint ventures. At December 31, 2023, our consolidated real estate portfolio included 168 communities in 13 states plus the District of Columbia totaling 55,550 apartment homes.
Our subsidiaries include the Operating Partnership and the DownREIT Partnership. Unless the context otherwise requires, all references in this Report to “we,” “us,” “our,” “the Company,” or “UDR” refer collectively to UDR, Inc., its consolidated subsidiaries and its consolidated joint ventures.
During the year ended December 31, 2022, the Company recognized a gain of $25.5 million from the sale of one operating community located in Orange County, California .
Gain/(Loss) on Sale of Real Estate Owned During the year ended December 31, 2024, the Company recognized a gain of $16.9 million from the sale of one operating community located in Arlington, Virginia.
The Company did not recognize any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures or partnerships during the years ended December 31, 2023 and 2022 . Financing Activities For the years ended December 31, 2023 and 2022, Net cash provided by/(used in) financing activities was $(538.9) million and $111.2 million, respectively.
The Company did not recognize any other-than-temporary impairments in the value of its investments in unconsolidated joint ventures or partnerships during the years ended December 31, 2024 and 2023 , other than the one preferred equity investment discussed above.
The Company increased its real estate assets owned by approximately $28.2 million and recorded $0.8 million of in-place lease intangibles. ​ Dispositions In January 2023, the Company sold the retail component of a development community located in Washington D.C. for gross proceeds of approximately $14.4 million, resulting in a gain of less than $0.1 million.
This operating community was classified as held for disposition as of December 31, 2023. ​ In January 2023, the Company sold the retail component of a development community located in Washington, D.C. for gross proceeds of approximately $14.4 million, resulting in a gain of less than $0.1 million.
The Company increased its real estate assets owned by approximately $344.8 million, recorded $9.8 million of in-place lease intangibles, and recorded a $17.6 million debt discount in connection with the below-market debt assumed . ​ In April 2022, the Company acquired a to-be-developed parcel of land located in Fort Lauderdale, Florida for approximately $16.0 million. ​ In June 2022, the Company acquired a 433 apartment home operating community located in Danvers, Massachusetts for approximately $207.5 million.
The Company increased its real estate assets owned by approximately $344.8 million, recorded $9.8 million of in-place lease intangibles, and recorded a $17.6 million debt discount in connection with the below-market debt assumed . ​ Dispositions In February 2024, the Company sold an operating community located in Arlington, Virginia with a total of 214 apartment homes for gross proceeds of $100.0 million, resulting in a gain of approximately $16.9 million.
For the year ended December 31, 2023: ● we made cash investments totaling $71.4 million in our unconsolidated joint ventures and partnerships; ● our proportionate share of the net income/(loss) of the joint ventures and partnerships was $4.7 million, which included a $24.3 million loss due to the consolidation of one of our preferred equity investment joint venture (described below); and ● we received cash distributions of $30.3 million, of which $15.9 million were operating cash flows and $14.4 million were investing cash flows.
For the year ended December 31, 2024: ● we made investments totaling $50.3 million in our unconsolidated joint ventures and partnerships; ● our proportionate share of the net income/(loss) of the joint ventures and partnerships was $20.2 million, which included an $8.1 million non-cash impairment loss on one of the Company’s preferred equity investments due to a decrease in the value of the operating community that is deemed to be other-than-temporary; and ● we received cash distributions of $102.4 million, of which $61.3 million were operating cash flows and $41.1 million were investing cash flows.
The increase in total capital expenditures was primarily due to: ● an increase of 46.7%, or $39.3 million, in major renovations, which includes major structural changes and/or architectural revisions to existing buildings; ● an increase of 25.6%, or $18.5 million, in NOI enhancing improvements, such as kitchen and bath remodels and upgrades to common areas; and ● an increase of 15.9%, or $11.8 million, in recurring capital expenditures, which includes asset preservation and turnover-related expenditures.
The decrease in total capital expenditures was primarily due to: ● a decrease of 58.3%, or $71.9 million, in major renovations, which includes major structural changes and/or architectural revisions to existing buildings; This was partially offset by: ● an increase of 15.3%, or $13.1 million, in recurring capital expenditures, which includes asset preservation and turnover-related expenditures.
The increase in cash flow from operating activities was primarily due to an increase in net operating income (“NOI”), primarily driven by higher revenue per occupied home, and NOI from additional operating communities, partially offset by a decrease in operating distributions from our unconsolidated joint ventures and changes in operating assets and liabilities . 45 Table of Contents Investing Activities For the year ended December 31, 2023, Net cash provided by/(used in) investing activities was $(289.1) million compared to $(929.5) million for 2022.
The increase in cash flow from operating activities was primarily due to an increase in net operating income (“NOI”), primarily driven by higher revenue per occupied home, an increase in weighted average physical occupancy, NOI from additional operating communities, and an increase in operating distributions from our unconsolidated joint ventures, partially offset by higher borrowing costs .
The notes are sold under customary terms in the United States commercial paper market and rank pari passu with all of the Company’s other unsecured indebtedness. The notes are fully and unconditionally guaranteed by the Operating Partnership.
The Company has an unsecured commercial paper program. Under the terms of the program, the Company may issue unsecured commercial paper up to a maximum aggregate amount outstanding of $700.0 million. The notes are sold under customary terms in the United States commercial paper market and rank pari passu with all of the Company’s other unsecured indebtedness.
Liquidity and Capital Resources Liquidity is the ability to meet present and future financial obligations either through operating cash flows, sales of properties, borrowings under our credit agreements, and/or the issuance of debt and/or equity securities.
Our Non-Mature Communities/Other segment represents those communities that do not meet the criteria to be included in Same-Store Communities, including, but not limited to, recently acquired, developed and redeveloped communities, and the non-apartment components of mixed use properties. 42 Table of Contents Liquidity and Capital Resources Liquidity is the ability to meet present and future financial obligations either through operating cash flows, sales of properties, borrowings under our credit agreements, and/or the issuance of debt and/or equity securities.
During the year ended December 31, 2022, the Company recognized income/(loss) from unconsolidated entities of $4.9 million, which was primarily due to net income from our operating joint ventures and preferred equity investments and $10.6 million of net variable upside participation recorded on the sale of a DCP community, partially offset by $(35.5) million of investment income/(loss) from RETV I, which primarily related to unrealized gains/(losses) from one portfolio investment held by RETV I, SmartRent .
Income/(Loss) from Unconsolidated Entities During the year ended December 31, 2024, the Company recognized income/(loss) from unconsolidated entities of $20.2 million, which was primarily due to net income from our operating joint ventures and preferred equity investments, partially offset by an $8.1 million non-cash impairment loss on one of the Company’s preferred equity investments .
Capital Expenditures We capitalize those expenditures that materially enhance the value of an existing asset or substantially extend the useful life of an existing asset. Expenditures necessary to maintain an existing property in ordinary operating condition are expensed as incurred.
Expenditures necessary to maintain an existing property in ordinary operating condition are expensed as incurred.
Based on the net earnings reported for the year ended December 31, 2023 in our Consolidated Statements of Operations, we would have incurred federal and state GAAP income taxes if we had failed to qualify as a REIT. 41 Table of Contents Summary of Real Estate Portfolio by Geographic Market The following table summarizes our market information by major geographic markets as of and for the year ended December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ Year Ended December 31, 2023 ​ ​ ​ Percentage Total ​ Monthly Net ​ ​ Number of ​ Number of ​ of Total ​ Carrying ​ Average ​ Income per ​ Operating ​ ​ Apartment ​ Apartment ​ Carrying ​ Value (in ​ Physical ​ Occupied ​ Income Same-Store Communities ​ Communities ​ Homes ​ Value ​ thousands) ​ Occupancy ​ Home (a) ​ (in thousands) West Region ​ ​ ​ Orange County, CA 8 4,305 8.6 % $ 1,370,945 96.4 % $ 3,013 ​ $ 116,798 San Francisco, CA 11 2,780 5.8 % ​ 926,601 96.5 % ​ 3,490 ​ ​ 79,700 Seattle, WA 14 2,702 6.9 % 1,101,692 97.2 % 2,817 ​ 65,697 Los Angeles, CA 4 1,225 3.0 % 482,945 96.2 % 3,122 ​ 31,952 Monterey Peninsula, CA 7 1,567 1.2 % 197,561 95.6 % 2,289 ​ 31,798 Other Southern California 3 821 1.4 % 224,733 96.8 % 2,883 ​ 20,542 Portland, OR 2 476 0.3 % 56,055 97.1 % 1,949 ​ 7,833 Mid-Atlantic Region ​ ​ ​ ​ Metropolitan D.C. 23 8,819 15.4 % 2,473,552 97.2 % 2,298 ​ 162,251 Baltimore, MD 7 2,221 3.5 % 562,075 95.7 % 1,898 ​ 32,610 Richmond, VA 4 1,359 1.0 % 166,013 96.9 % 1,827 ​ 21,518 Northeast Region ​ ​ ​ ​ Boston, MA 11 4,234 10.9 % 1,724,245 96.7 % 3,145 ​ 111,009 New York, NY 6 2,318 9.8 % 1,573,293 97.8 % 4,640 ​ 73,093 Philadelphia, PA ​ 3 ​ 972 ​ 2.3 % ​ 372,000 ​ 96.8 % ​ 2,552 ​ ​ 20,145 Southeast Region ​ ​ ​ ​ Tampa, FL 11 3,877 4.2 % 673,742 96.7 % 2,118 ​ 63,085 Orlando, FL 11 3,493 3.5 % 559,956 96.2 % 1,914 ​ 53,283 Nashville, TN 8 2,260 1.6 % 249,705 96.2 % 1,760 ​ 33,664 Other Florida 1 636 0.6 % 95,798 96.7 % 2,350 ​ 12,058 Southwest Region ​ ​ ​ ​ Dallas, TX 14 5,813 6.1 % 983,508 96.7 % 1,777 ​ 76,557 Austin, TX 4 1,272 1.2 % 193,911 96.3 % 1,924 ​ 17,585 Denver, CO ​ 1 ​ 218 ​ 0.9 % ​ 147,523 ​ 95.7 % ​ 3,587 ​ ​ 6,515 Total/Average Same-Store Communities 153 51,368 88.2 % 14,135,853 96.7 % $ 2,502 ​ 1,037,693 Non-Mature, Commercial Properties & Other 14 3,912 10.1 % 1,621,603 ​ ​ 71,455 Total Real Estate Held for Investment 167 55,280 98.3 % 15,757,456 ​ ​ 1,109,148 Real Estate Under Development (b) — 56 1.0 % 160,404 ​ ​ (387) Real Estate Held for Disposition (c) 1 214 0.7 % 105,999 ​ ​ 6,009 Total Real Estate Owned 168 55,550 100.0 % 16,023,859 ​ ​ $ 1,114,770 Total Accumulated Depreciation ​ (6,267,830) ​ ​ Total Real Estate Owned, Net of Accumulated Depreciation ​ $ 9,756,029 ​ ​ (a) Monthly Income per Occupied Home represents total monthly revenues divided by the average physical number of occupied apartment homes in our Same-Store portfolio.
Based on the net earnings reported for the year ended December 31, 2024 in our Consolidated Statements of Operations, we would have incurred federal and state GAAP income taxes if we had failed to qualify as a REIT. 41 Table of Contents Summary of Real Estate Portfolio by Geographic Market The following table summarizes our market information by major geographic markets as of and for the year ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ Year Ended December 31, 2024 ​ ​ ​ Percentage Total Weighted Monthly Net ​ ​ Number of ​ Number of ​ of Total ​ Carrying ​ Average ​ Income per ​ Operating ​ ​ Apartment ​ Apartment ​ Carrying ​ Value (in ​ Physical ​ Occupied ​ Income Same-Store Communities ​ Communities ​ Homes ​ Value ​ thousands) ​ Occupancy ​ Home (a) ​ (in thousands) West Region ​ ​ ​ Orange County, CA 8 4,305 8.6 % $ 1,389,752 96.7 % $ 3,094 ​ $ 121,009 San Francisco, CA 11 2,781 5.8 % ​ 941,178 97.0 % ​ 3,555 ​ ​ 80,841 Seattle, WA 14 2,702 6.9 % 1,120,396 97.1 % 2,870 ​ 65,293 Monterey Peninsula, CA 7 1,567 1.3 % 203,748 96.1 % 2,408 ​ 33,530 Los Angeles, CA 4 1,225 3.0 % 490,674 96.1 % 3,227 ​ 32,667 Other Southern California 3 821 1.4 % 228,141 96.6 % 2,940 ​ 20,450 Portland, OR 2 476 0.4 % 57,633 97.0 % 1,992 ​ 7,944 Mid-Atlantic Region ​ ​ ​ ​ Metropolitan D.C. 23 8,819 15.5 % 2,510,001 97.2 % 2,389 ​ 168,092 Baltimore, MD 7 2,219 3.5 % 574,442 96.2 % 1,952 ​ 33,401 Richmond, VA 4 1,359 1.1 % 173,749 96.9 % 1,878 ​ 22,389 Northeast Region ​ ​ ​ ​ Boston, MA 12 4,667 12.1 % 1,969,347 96.6 % 3,228 ​ 124,169 New York, NY 4 1,945 8.5 % 1,376,237 97.6 % 4,983 ​ 61,798 Philadelphia, PA ​ 3 ​ 972 ​ 2.3 % ​ 375,227 ​ 96.7 % ​ 2,549 ​ ​ 19,552 Southeast Region ​ ​ ​ ​ Tampa, FL 11 3,877 4.3 % 693,272 96.6 % 2,143 ​ 63,340 Orlando, FL 11 3,493 3.5 % 574,688 96.6 % 1,918 ​ 53,451 Nashville, TN 8 2,261 1.7 % 270,404 96.6 % 1,753 ​ 33,127 Other Florida 1 636 0.6 % 96,996 97.2 % 2,382 ​ 12,298 Southwest Region ​ ​ ​ ​ Dallas, TX 14 5,813 6.2 % 1,002,564 96.5 % 1,775 ​ 75,522 Austin, TX 4 1,272 1.2 % 197,458 96.8 % 1,911 ​ 16,785 Denver, CO ​ 1 ​ 218 ​ 0.9 % ​ 148,877 ​ 96.7 % ​ 3,646 ​ ​ 6,730 Total/Average Same-Store Communities 152 51,428 88.8 % 14,394,784 96.8 % $ 2,554 ​ 1,052,388 Non-Mature, Commercial Properties & Other 15 3,895 9.9 % 1,600,010 ​ ​ 74,201 Total Real Estate Held for Investment 167 55,323 98.7 % 15,994,794 ​ ​ 1,126,589 Real Estate Held for Disposition (b) 2 373 1.3 % 218,569 ​ ​ 12,234 Total Real Estate Owned 169 55,696 100.0 % 16,213,363 ​ ​ $ 1,138,823 Total Accumulated Depreciation ​ (6,901,026) ​ ​ Total Real Estate Owned, Net of Accumulated Depreciation ​ $ 9,312,337 ​ ​ (a) Monthly Income per Occupied Home represents total monthly revenues divided by the average physical number of occupied apartment homes in our Same-Store portfolio.
The bank revolving credit facilities and the term loan are subject to customary financial covenants and limitations, all of which we were in compliance with at December 31, 2023. The Company has an unsecured commercial paper program. Under the terms of the program, the Company may issue unsecured commercial paper up to a maximum aggregate amount outstanding of $700.0 million.
As of December 31, 2024, we had $9.4 million of outstanding borrowings under the Working Capital Credit Facility, leaving $65.6 million of unused capacity. The bank revolving credit facilities and the term loan are subject to customary financial covenants and limitations, all of which we were in compliance with at December 31, 2024.
The following table summarizes our material cash requirements as of December 31, 2023 (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments Due by Period Material Cash Requirements 2024 2025-2026 2027-2028 Thereafter Total Long-term debt obligations ​ $ 521,297 ​ $ 579,843 ​ $ 1,123,449 ​ $ 3,584,491 ​ $ 5,809,080 Interest on debt obligations (a) ​ 171,344 ​ 318,937 ​ 243,384 ​ 236,674 ​ 970,339 Letters of credit ​ 2,235 ​ 76 ​ — ​ — ​ 2,311 Operating lease obligations: ​ ​ ​ ​ ​ Ground leases (b) ​ 12,442 ​ 24,884 ​ 24,884 ​ 405,452 ​ 467,662 ​ ​ $ 707,318 ​ $ 923,740 ​ $ 1,391,717 ​ $ 4,226,617 ​ $ 7,249,392 (a) Interest payments on variable rate debt instruments are based on each debt instrument’s respective year-end interest rate at December 31, 2023.
The following table summarizes our material cash requirements as of December 31, 2024 (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments Due by Period Material Cash Requirements 2025 2026-2027 2028-2029 Thereafter Total Long-term debt obligations ​ $ 468,223 ​ $ 1,022,972 ​ $ 1,082,337 ​ $ 3,268,526 ​ $ 5,842,058 Interest on debt obligations (a) ​ 179,089 ​ 315,748 ​ 230,097 ​ 216,919 ​ 941,853 Letters of credit ​ 3,289 ​ 76 ​ — ​ — ​ 3,365 Operating lease obligations: ​ ​ ​ ​ ​ Ground leases (b) ​ 12,442 ​ 24,884 ​ 24,884 ​ 393,010 ​ 455,220 ​ ​ $ 663,043 ​ $ 1,363,680 ​ $ 1,337,318 ​ $ 3,878,455 ​ $ 7,242,496 (a) Interest payments on variable rate debt instruments are based on each debt instrument’s respective year-end interest rate at December 31, 2024.
In addition, we have an ownership interest in 10,045 completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including 5,618 apartment homes owned by entities in which we hold preferred equity investments. The Same-Store Community apartment home population for the year ended December 31, 2023, was 51,368.
At December 31, 2024, our consolidated real estate portfolio included 169 communities in 13 states plus the District of Columbia totaling 55,696 apartment homes. In addition, we have an ownership interest in 10,860 completed or to-be-completed apartment homes through unconsolidated joint ventures or partnerships, including 6,436 apartment homes owned by entities in which we hold preferred equity investments.
Real estate depreciation and amortization For the years ended December 31, 2023 and 2022, the Company recognized real estate depreciation and amortization of $676.4 million and $665.2 million, respectively.
Casualty-related charges/(recoveries), net For the years ended December 31, 2024 and 2023, the Company recognized casualty-related charges/(recoveries), net of $15.2 million and $3.1 million, respectively.
The increase resulted primarily from the following items, all of which are discussed in further detail elsewhere within this Report: ● gains on the sale of real estate of $351.2 million from the partial sale of four operating communities located in various markets and the sale of an operating community located in Hillsboro, Oregon, during the year ended December 31, 2023, as compared to a gain of $25.5 million from the sale of one operating community located in Orange County, California , during the year ended December 31, 2022; ● an increase in total property NOI of $74.4 million primarily due to higher revenue per occupied home and NOI from additional operating communities, partially offset by a decrease in weighted average physical occupancy and an increase in property operating expenses; and ● an increase in interest income and other income/(expense), net of $24.7 million primarily due to realized and unrealized gains/(losses) of $3.5 million from our direct investment in SmartRent during the year ended December 31, 2023, as compared to $(15.7) million during the year ended December 31, 2022, and $11.0 million of higher interest income from our notes receivables, partially offset by a $5.9 million gain from the sale of a technology investment in 2022.
This was partially offset by: ● an increase in total property NOI of $24.1 million primarily due to higher revenue per occupied home, an increase in weighted average physical occupancy, and NOI from additional operating communities, partially offset by an increase in property operating expenses and a decrease from communities sold during 2023 and 2024; ● a decrease in net income attributable to redeemable noncontrolling interests in the Operating Partnership and DownREIT Partnership of $23.9 million primarily attributed to the noncontrolling interests’ share of the gain from the partial sale of four operating communities located in various markets and the sale of an operating community located in Hillsboro, Oregon during the year ended December 31, 2023, as compared to the sale of one operating community located in Arlington, Virginia in the same period of 2024; and ● an increase in income/(loss) from unconsolidated entities of $15.5 million primarily attributable to a $24.3 million loss on consolidation related to one of the Company’s preferred equity investments being consolidated during the year ended December 31, 2023, partially offset by an $8.1 million non-cash impairment loss on one of the Company’s preferred equity investments during the year ended December 31, 2024 .
The Company does not initially receive any proceeds from any sale of borrowed shares by the forward seller. ​ During the year ended December 31, 2023, the Company repurchased 0.6 million shares of its common stock at an average price of $40.13 per share for total consideration of approximately $25.0 million under its share repurchase program. ​ Future Capital Needs Future development and redevelopment expenditures may be funded through unsecured or secured credit facilities, unsecured commercial paper, proceeds from the issuance of equity or debt securities, sales of properties, joint ventures, and, to a lesser extent, from cash flows provided by property operations.
In August 2024, the Company amended the Term Loan to include a twelve-month extension option, subject to certain conditions. ​ 43 Table of Contents Future Capital Needs Future development and redevelopment expenditures may be funded through unsecured or secured credit facilities, unsecured commercial paper, proceeds from the issuance of equity or debt securities, sales of properties, joint ventures, and, to a lesser extent, from cash flows provided by property operations.
In November 2022, the Company sold an operating community located in Orange County, California with a total of 90 apartment homes for gross proceeds of $41.5 million, resulting in a gain of approximately $25.5 million. ​ 46 Table of Contents We plan to continue to pursue our strategy of exiting markets where long-term growth prospects are limited and redeploying capital to primary locations in markets we believe will provide the best investment returns.
We plan to continue to pursue our strategy of exiting markets where long-term growth prospects are limited and redeploying capital to primary locations in markets we believe will provide the best investment returns. Capital Expenditures We capitalize those expenditures that materially enhance the value of an existing asset or substantially extend the useful life of an existing asset.

… 41 more changes not shown on this page.

Other UDR 10-K year-over-year comparisons