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.

Unconsolidated Joint Ventures and Partnerships

The Company recognizes income or losses from our investments in unconsolidated joint ventures and partnerships consisting of our proportionate share of the net income 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 June 30, 2015 and December 31, 2014 (dollars in thousands):



Joint Venture	Location of Properties	Number of Properties	Number of Apartment Homes	Investment at					UDR’s Ownership Interest
		June 30, 2015	June 30, 2015	June 30, 2015		December 31, 2014			June 30, 2015						December 31, 2014
Operating and development:
UDR/MetLife I	Various	4 land parcels	—	$	14,181	$	13,306		16.1					%	15.7					%
UDR/MetLife II	Various	21 operating communities	4,642	428,321		431,277			50.0					%	50.0					%
Other UDR/MetLife Development Joint Ventures		1 operating community;
		4 development communities (a);
	Various	1 land parcels	1,437	158,172		134,939			50.6					%	50.6					%
UDR/MetLife Vitruvian Park®	Addison, TX	3 operating communities
		6 land parcels	1,130	75,531		80,302			50.0					%	50.0					%
UDR/KFH	Washington, D.C.	3 operating communities	660	19,775		21,596			30.0					%	30.0					%
Texas (b)	Texas	—	—	—		(25,901		)	—					%	20.0					%
Investment in and advances to unconsolidated joint ventures, net, before participating loan investment			695,980,000	695,980		655,519

									Income from Investment
				Investment at					Three Months Ended June 30,						Six Months Ended June 30,
	Location	Rate	Years To Maturity	June 30, 2015		December 31, 2014			2015			2014			2015			2014
Participating loan investment:
Steele Creek	Denver, CO	6.5%	2.1	85,208		62,707			$	1,352		$	456		$	2,506		$	777

Preferred equity investment:
West Coast Development Joint Venture (c)	Various	6.5%	—	133,627		—			$	(548	)	$	—		$	(548	)	$	—
Total investment in and advances to unconsolidated joint ventures, net				$	914,815	$	718,226


(a)	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 June 30, 2015, no apartment homes had been completed in Other UDR/MetLife Development Joint Ventures.

(b) In January 2015, the eight communities held by the Texas Joint Venture were sold, generating net proceeds to UDR of $43.5 million. The Company recorded promote and disposition fee income of $9.6 million and a gain of $59.1 million (including $24.2 million of previously deferred gains) in connection with the sale.

(c) In May 2015, the Company entered into a joint venture agreement with real estate private equity firm, The Wolff Company (“Wolff”), and agreed to pay $136.3 million for a 48 percent interest in a portfolio of five communities that are currently under construction (the "West Coast Development Joint Venture"). As of June 30, 2015, the Company had funded $129.6 million of its investment and had a remaining commitment of $6.7 million. The communities are located in three of the Company’s core, coastal markets: Metro Seattle, Los Angeles and Orange County, CA. UDR earns a 6.5 percent preferred return on its investment through each individual community’s date of stabilization, defined as when a community reaches 80 percent occupancy for ninety consecutive days, while Wolff is allocated all operating income and expense during the pre-stabilization period. Upon stabilization, income and expense will be shared based on each partner’s ownership percentage. The Company will serve as property manager and be paid a management fee during the lease-up phase and subsequent operation of each of the communities. Wolff is the general partner of the joint venture and the developer of the communities.

The Company has a fixed price option to acquire Wolff’s remaining interest in each community beginning one year after completion. If the options are exercised for all five communities, the Company’s total price will be $597.4 million. In the event the Company does not exercise its options to purchase at least two communities, Wolff will be entitled to earn a contingent disposition fee equal to 6.5 percent return on its implied equity in the communities not acquired. Wolff is providing certain guaranties and there will be construction loans on all five communities. Once completed, the five communities will contain 1,533 homes.

The Company has concluded it does not control the joint venture and accounts for it under the equity method of accounting. The Company's recorded equity investment in the West Coast Development Joint Venture at June 30, 2015 of $133.6 million is inclusive of outside basis costs and our accrued but unpaid preferred return. During the three and six months ended June 30, 2015, the Company earned a preferred return of $1.0 million, offset by its share of the West Coast Development Joint Venture transaction expenses of $1.5 million.

As of June 30, 2015 and December 31, 2014, the Company had deferred fees and deferred profit from the sale of properties to joint ventures or partnerships of $6.8 million and $28.5 million, respectively, which will be recognized through income 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 $2.6 million and $2.3 million for the three months ended June 30, 2015 and 2014, respectively, and $5.2 million and $5.6 million for the six months ended June 30, 2015 and 2014, 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 six months ended June 30, 2015 and 2014.

Combined summary balance sheets relating to all of the unconsolidated joint ventures and partnerships (not just our proportionate share) are presented below as of June 30, 2015 and December 31, 2014 (dollars in thousands):



	June 30, 2015		December 31, 2014
Total real estate, net	$	3,004,723	$	2,941,803
Assets held for sale	—		216,196
Cash and cash equivalents	36,820		32,544
Other assets	32,869		28,707
Total assets	$	3,074,412	$	3,219,250

Amount due to UDR	$	6,434	$	2,997
Third party debt	1,529,724		1,504,477
Liabilities held for sale	—		229,706
Accounts payable and accrued liabilities	63,521		44,335
Total liabilities	1,599,679		1,781,515
Total equity	1,474,733		1,437,735
Total liabilities and equity	$	3,074,412	$	3,219,250

UDR’s investment in unconsolidated joint ventures	$	914,815	$	718,226

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 six months ended June 30, 2015 and 2014 (dollars in thousands):



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
Total revenues	$	55,450		$	48,379		$	109,996		$	87,334
Property operating expenses	(21,557		)	(18,001		)	(41,724		)	(32,360		)
Real estate depreciation and amortization	(19,402		)	(16,808		)	(38,754		)	(31,496		)
Operating income/(loss)	14,491			13,570			29,518			23,478
Interest expense	(16,169		)	(14,928		)	(32,230		)	(27,079		)
Other income/(expense)	(7		)	—			(7		)	—
Income/(loss) from discontinued operations	—			(4,705		)	182,488			(31,688		)
Net income/(loss)	$	(1,685	)	$	(6,063	)	$	179,769		$	(35,289	)
UDR income/(loss) from unconsolidated entities	$	(573	)	$	(428	)	$	58,586		$	(3,993	)