JOINT VENTURES AND PARTNERSHIPS

UDR has entered into joint ventures and partnerships with unrelated third parties to acquire real estate assets that are either consolidated and included in Real estate owned on the Consolidated Balance Sheets or are accounted for under the equity method of accounting, and are included in Investment in and advances to unconsolidated joint ventures, net on the Consolidated Balance Sheets. The Company consolidates the entities that we control as well as any variable interest entity where we are the primary beneficiary. In addition, the Company consolidates any joint venture or partnership in which we are the general partner or managing member and the third party does not have the ability to substantively participate in the decision-making process nor the ability to remove us as general partner or managing member without cause.

UDR’s joint ventures and partnerships are funded with a combination of debt and equity. Our losses are limited to our investment and except as noted below, the Company does not guarantee any debt, capital payout or other obligations associated with our joint ventures and partnerships.

Consolidated Joint Ventures

In December 2013, the Company consolidated its 95%/5% development joint ventures: 13^th and Market JV in San Diego, CA and Domain College Park JV in Metropolitan D.C. The consolidation was due to the Company becoming the managing member of each of the joint ventures pursuant to amendments to the limited liability company agreement for each joint venture. In connection with the amendments, our partner received equity distributions reducing its capital account balances to zero, the Company replaced our partner as the managing member, and our partner no longer has the ability to substantively participate in the decision-making process, with only protective rights remaining. We accounted for the consolidations as asset acquisitions since the joint ventures were under development and not complete at the time of consolidation, resulting in no gain or loss upon consolidation and increasing our real estate owned by $129.4 million and our debt by $63.6 million. In addition pursuant to the amendments, the Company paid a non-refundable deposit to our partner in January 2014 of $2.0 million for each joint venture, or $4.0 million in total, for the right to exercise options in 2014 to acquire our partner’s upside participation in the joint ventures. The non-refundable deposits will be applied towards the future purchase price, which will be equivalent to our partner’s right to receive certain upside participation from the developments.

Unconsolidated Joint Ventures and Partnerships

The Company recognizes earnings or losses from our investments in unconsolidated joint ventures and partnerships consisting of our proportionate share of the net earnings or losses of the joint ventures and partnerships. In addition, we may earn fees for providing management services to the unconsolidated joint ventures and partnerships.

The following table summarizes the Company’s investment in and advances to unconsolidated joint ventures and partnerships, net, which are accounted for under the equity method of accounting as of September 30, 2014 and December 31, 2013 (dollars in thousands):



Joint Venture	Location of Properties	Number of Properties	Number of Apartment Homes	Investment at						UDR’s Ownership Interest
Joint Venture	Location of Properties	September 30, 2014	September 30, 2014	September 30, 2014			December 31, 2013			September 30, 2014				December 31, 2013
Operating and development:
UDR/MetLife I (a)	Various	0 operating communities	—	$	—		$	40,336		—			%	13.2			%
		5 land parcels	N/A	5,364			7,161			4.0			%	4.0			%
UDR/MetLife II (a)	Various	21 operating communities	4,642	436,805			327,926			50.0			%	50.0			%
UDR/MetLife Vitruvian Park^®	Addison, TX	2 operating communities	739	79,807			79,318			50.0			%	50.0			%
		1 non-stabilized community	391
		6 land parcels	N/A
UDR/KFH	Washington, D.C.	3 operating communities	660	22,891			25,919			30.0			%	30.0			%
Texas	Texas	8 operating communities	3,359	(25,624		)	(23,591		)	20.0			%	20.0			%
Other UDR/MetLife Development Joint Ventures	Various	2 development communities (b)	828	87,376			36,313			51.0			%	51.0			%
		1 land parcel	N/A
Investment in and advances to unconsolidated joint ventures, net, before participating loan investment				606,619			493,382

	Location	Interest Rate	Years To Maturity	Investment at						Income From Participating Loan Investment For
				September 30, 2014			December 31, 2013			Three Months Ended September 30					Nine Months Ended September 30
											2014	2013			2014	2013
Participating loan investment:
Steele Creek	Denver, CO	6.5%	3.1	43,822			14,273				$642	—			$1,419	—

Total investment in and advances to unconsolidated joint ventures, net				$	650,441		$	507,655

(a)

On March 31, 2014, the Company sold its minority ownership interests in two small operating communities located in Los Angeles, CA to MetLife for cash proceeds of $3.0 million, which resulted in an immaterial gain. On April 21, 2014, the Company increased its ownership interest in the remaining six operating communities in the UDR/MetLife I Joint Venture from 12% to 50%, and MetLife and the Company contributed these communities to the UDR/MetLife II Joint Venture. The Company paid MetLife $82.5 million for the additional ownership interests. The Company continues to manage the operating communities that were contributed to the UDR/MetLife II Joint Venture as well as the two operating communities in which it sold its minority ownership interests.

In July 2014, the Company increased the ownership interest in two of these land sites to 50.1%. The remaining 49.9% continues to be held by our joint venture partner MetLife. The Company paid MetLife approximately $21.5 million for the additional ownership interests. As of September 30, 2014, the remaining assets in the UDR/MetLife I Joint Venture were comprised of five potential development land sites in which the Company has an average ownership interest of approximately 4%.


(b)	The number of apartment homes for the communities under development presented in the table above is based on the projected number of total homes. As of September 30, 2014, no apartment homes had been completed in Other UDR/MetLife Development Joint Ventures.

As of September 30, 2014 and December 31, 2013, the Company had deferred fees and deferred profit from the sale of properties to joint ventures or partnerships of $27.1 million and $25.4 million, respectively, which will be recognized through earnings over the weighted average life of the related properties, upon the disposition of the properties to a third party, or upon completion of certain development obligations.

The Company recognized management fees for our management of the joint ventures and partnerships of $2.7 million and $8.3 million for the three and nine months ended September 30, 2014, respectively, and $2.8 million and $8.5 million during the three and nine months ended September 30, 2013, respectively, The management fees are included in Joint venture management and other fees on the Consolidated Statements of Operations.

The Company may, in the future, make additional capital contributions to certain of our joint ventures and partnerships should additional capital contributions be necessary to fund acquisitions or operations.

We evaluate our investments in unconsolidated joint ventures and partnerships when events or changes in circumstances indicate that there may be an other-than-temporary decline in value. We consider various factors to determine if a decrease in the value of the investment is other-than-temporary. The Company did not recognize any other-than-temporary decreases in the value of its investments in unconsolidated joint ventures or partnerships during the three and nine months ended September 30, 2014 and 2013.

Combined summary balance sheets relating to all of the unconsolidated joint ventures and partnerships (not just our proportionate share) are presented below as of September 30, 2014 and December 31, 2013 (dollars in thousands):



	September 30, 2014		December 31, 2013
Total real estate, net	$	3,012,380	$	3,124,178
Cash and cash equivalents	40,656		41,792
Other assets	37,903		32,234
Total assets	$	3,090,939	$	3,198,204

Amount due to UDR	$	10,856	$	12,187
Third party debt	1,659,316		1,722,960
Accounts payable and accrued liabilities	49,388		41,562
Total liabilities	1,719,560		1,776,709
Total equity	1,371,379		1,421,495
Total liabilities and equity	$	3,090,939	$	3,198,204

UDR’s investment in unconsolidated joint ventures	$	650,441	$	507,655

Combined summary financial information relating to all of the unconsolidated joint ventures’ and partnerships’ operations (not just our proportionate share), is presented below for the three and nine months ended September 30, 2014 and 2013 (dollars in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Total revenues	$	63,449		$	61,198		$	187,340		$	166,796
Property operating expenses	(24,769		)	(24,509		)	(74,324		)	(64,532		)
Real estate depreciation and amortization	(24,525		)	(21,285		)	(73,727		)	(58,699		)
Operating income/(loss)	14,155			15,404			39,289			43,565
Interest expense	(18,879		)	(19,370		)	(56,745		)	(53,282		)
Other income/(expense)	—			—			(190		)	4
Gain/(loss) on sale of real estate	(113		)	—			(25,492		)	—
Income/(loss) from discontinued operations	—			(806		)	14			(22,592		)
Net income/(loss)	$	(4,837	)	$	(4,772	)	$	(43,124	)	$	(32,305	)
UDR income/(loss) from unconsolidated entities	$	(939	)	$	(3,794	)	$	(4,932	)	$	(6,081	)