Good day ladies and gentlemen and thank you for standing by. Welcome to UDR’s first quarter fiscal year 2012 conference call. During today’s presentation all parties will be in a listen-only mode. Following the presentation the conference will be opened for questions. (Operator Instructions). I’d now like to turn the conference over to Vice President of Investor Relations, Mr. Chris Van Ens. Please go ahead, sir.

Thank you for joining us for UDR’s first quarter financial results conference call. Our first quarter press release and supplemental disclosure package were distributed earlier today and posted to our website, www.udr.com. In the supplement we have reconciled all non-GAAP financial measures to the most directly comparable GAAP measure in accordance with the Reg G requirements. I would like to note that statements made during this call, which are not historical, may constitute forward-looking statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be met. A discussion of risks and risk factors are detailed in this morning’s press release and included in our filings with the SEC. We do not undertake a duty to update any forward-looking statements. When we get to the question-and-answer portion, we ask that you be respectful of everyone’s time and limit your questions and follow-ups. Management will be available after the call for your questions that did not get answered on the call. I will now turn the call over to our President and CEO, Tom Toomey.

Thank you Chris and good morning to everyone. Welcome to UDR’s first quarter conference call. On the call with me today are David Messenger, Chief Financial Officer; and Jerry Davis, Senior Vice President of Operations, who will discuss our results, as well as senior officers, Warren Troupe and Harry Alcock who will be available to answer questions during the Q&A portion of the call. My comments today will focus on three topics. First, our quarterly results and broad operating trends; second, a summary of our dispositions and external growth efforts and their effects on our portfolio; and finally, our deleveraging efforts. Following my comments David will discuss our capital markets activity and balance sheet, and Jerry will provide commentary on the operating results and emerging operating trends as we enter the peak-leasing season. In the first quarter of 2012 core FFO per share of $0.34 increased by 13% year-over-year, strong year-over-year same-store revenue and net operating income growth of 5.3% and 8.1% respectively, as well as solid operating execution in our non same store portfolio drove the improvement, offset by higher than anticipated equity issuance through our aftermarket equity offering program. During the quarter all aspects of our business operated at a high level and demand for our apartment homes remained robust. With portfolio occupancy nearing 96% at quarter end, accelerating new lease, rate growth and strong renewal rate increases; we are well positioned to first rent during the upcoming leasing season. In short, all signs indicate that 2012 will be a better year than 2011. Next, in early April, we announced the disposition and pending disposition of 21 unlevered non-core communities, comprising 6,500 homes in six markets for growth proceeds for $610 million. With these sales, we continue to process the cycling out of lower rent properties. Income per…

Thanks Tom. My comments this morning will focus on our recent capital market activities, progress of our 2012 capital plans, our intent to further reduce leverage over time and an update on our year-to-date activities that affect our 2012 guidance. We were active in both the equity and debt capital markets during the first quarter. First, through our at the market equity-offering program, we raised $201 million of net proceeds during the first quarter from the sale of eight million shares at an average net price of $25.18. Following the first quarter end, we completed our previous ATM equity-offering program through the sale of an additional $50 million or 595,000 shares at an average net price of $25.21. A new ATM equity-offering program, whereby we can offer up to 20 million shares was initiated in early April. No shares have been sold via this program to-date. As a result of these actions, we had 241.2 million common share equivalent outstanding at March 31. Assuming no further equity raises for the balance of the year, the 2012 fully diluted share count would be 240.3 million common shares, inclusive of the ATM shares issued in April. Second, as previously announced, we completed a $400 million offering of 10-year unsecured notes at 4.625% in January. A portion of the proceeds were used to repay $100 million of 5% unsecured notes originally due in January. We will continue to access the unsecured debt market as the opportunities and needs arise. Turning to the balance sheet and an updated 2012 capital plan; as of March 31, we have nearly $1 billion of cash and credit capacity available to fund our business and external growth opportunities. With $194 million of debt coming due to the end of 2012, we expect to refinance these obligations as they…

Thanks Dave and good morning everyone. We are pleased to announce another strong quarter of operating results. In the first quarter, same-store NOI grew 8.1%, driven by a 5.3% increase in revenue, and a better than expected expense growth of negative 0.2%. The lack of snow, relatively mild winter conditions in many of our cold weather markets, provided most of the expense related upside. Much like the fourth quarter of 2011, the first quarter 2012 progressed as we expected. Effective rental rate increased on new leases and our same-store communities accelerated towards the end of the first quarter, while renewal lease rates remained steady with an average increase of roughly 7% across our portfolio. San Francisco, Boston and Dallas were our best performing markets. During the first quarter we built same-store occupancy to roughly 96% by the end of March. Since then our occupancy has proven sticky and new lease rate growth has accelerated as we anticipated it would. This when combined with the current loss to lease of 4% in our same-store portfolio, gives us confidence that there’s ample room to further push rents as we enter the peak leasing season. Our non same store wholly owned portfolio continues to perform well and now comprises 33% of NOI. This percentage will trend downwards as we advance through 2012. Four communities were added to our quarterly same-store pool in the first quarter, including two of our 2010 Boston acquisition. By the end of 2012, we expect our non-same-store pool to account for less than 20% of NOI. Specifically, our 2011 New York acquisitions are still generating above market rate rent growth, with blended new and renewal lease growth of 8% to 12%, and little to no occupancy loss. This is in line with what we’ve reported on previous earnings calls.…

Thank you. Ladies and gentlemen, we will begin the question-and-answer session at this time. (Operator Instructions). Our first question comes from the line of Dave Bragg with Zelman & Associates. Please go ahead. David Bragg - Zelman & Associates: Hi, good morning. Maybe just touching on that last point made by Jerry, could you talk a little bit more about comparing this year to last year. It looks like when we think about sequential same-store revenue growth, you were the same in the first quarter of this year as last year, but to get to your year-over-year revenue growth guidance, it seems as though you need to outperform the sequential numbers that you achieved in 2Q, 3Q and 4Q of last year. Is that the plan?

Yes Dave. I think we’ll definitely do that in 2Q and 3Q. I mean, we see the revenue growth rate increasing in both second quarter and probably in third quarter, maybe leveling off in third, but then by the time we get to fourth quarter, the year-over-year growth will be comparable to what it was this quarter. But yes, we feel good about the business. We are looking at renewals in April that were at about 6.7%. We expect the next two months to come out right around 6.5% and we’re optimistic about where we are at. Also today, our occupancy is at 96.1% and we spent a good portion of the first quarter firming up that occupancy, so we would really be in place to drive rents in this peak season. David Bragg - Zelman & Associates: Okay, thanks. And the other question is on the land parcel purchased in San Francisco. Could you provide some more details on that number of units, total cost expected, yield on today’s rents, potential start date?

Yes, this is Harry. It’s a fully entitled land site that’s adjacent to a property that we own in a very good area in San Francisco, in Rincon Hill. It’s a fully entitled site. Once we get through the city and have more details, we will report on it at that time. David Bragg - Zelman & Associates: Okay, and one last question if I may. Could you just revisit the expected needs for equity over the balance of the year? I seemed to pick up in your intro comments that you might use ATM further for additional deleveraging, but then there was a comment about tying it to acquisitions, so assuming no acquisitions over the balance of the year, should we expect any equity issuance?

Dave, this is Dave, and I’ll let Tom follow-up, but if you go through my script, when we look at our capital sources and uses through the balance of the year, we don’t have any additional equity in place, but with the share price increasing, it has throughout the year, we have an ATM in place, we are always looking at opportunistically issuing equity under that program. We used it in the first quarter and paid off some debt. I think that we would continue to look at that as an opportunity and an alternative for us as we go through the balance of the year.

Mr. Bragg, I wouldn’t have anything to add to that. David Bragg - Zelman & Associates: Thank you.

Thank you. And our next question comes from the line of Michael Bilerman with Citi Financial. Please go ahead. Eric (ph) - Citi: Yes, this is Eric (ph) here with Michael. I just want to make sure I understood that your comments on guidance you said that the timing in the asset sales were contemplated in guidance, but you’re already above the top end in terms of the level of dispositions. I’m just trying to put those two together and understand whether there’s going to be more dilution from asset sales than was originally in your guidance?

This is Dave. The asset sales that we had in guidance, $400 million to $600 million and obviously we have $610 million in there today, those are the sales that we are looking to have closed. We’ll always have sub-listed in the marketplace. But I think if you go back to our four quarter call, we had talked about getting those sale down in the first half of the year, and so that timing was contemplated when we put out our guidance of $1.37 to $1.43 for 2012 and so right now, yes, we are $10 million over the guidance range, but that $10 million is not enough to reconfigure the guidance range at this point. Eric (ph) - Citi: Got you. And then also you talked about the accelerating activity you are seeing in new lease rates. I was just wondering if you could provide some detail on how things trended from January all the way through April, just so we can get a sense for how those rates are coming in and going in the peak leasing season?

Sure, this is Jerry. In January and February, they both months new leases were coming in at about 1.7%; in March it jumped up to 2.6%; in April it was right around 3%. But one thing I would add though is when you look at that 3%, that’s for our same-store. If you blended in our wholly owned, non-stabilized, non-same-stores, which is predominantly our New York portfolio, as well as a few others, those new leases would have been up 3.7% in April, which should be on my same-store. Eric (ph) - Citi: Yes, and then I guess just based on guidance you’d expect that this sort of trend up into the fours through the peak leasing season, just given where your numbers are in terms of same-store revenue?

Yes, I think, it could go fours. We are hopeful with if traffic continues to be strong and if there’s some job gain in our market that it may get a hair above that, but I think fours are pretty reasonable. Eric (ph) - Citi: Okay, thank you.

Thank you, and we have a question from the line of Jana Galan with Bank of America-Merrill Lynch. Please go ahead. Jana Galan - Bank of America/Merrill Lynch: Hi, good morning. I was wondering if we could get a little bit more detail on some of your completed developments of how the pre-leasing was for Savoye2 and maybe it looked like you pushed back the Huntington Beach and San Francisco Mission Bay project back a couple of quarters?

Sure, I’ll start with Savoye and then I’ll probably turn it over to Harry. Savoye has been leasing great. We really look at Savoye1 and Savoye2 as one project, but I can tell you, in the last two weeks we leased about 60 apartments at the Savoyes and for the entire month of April it was 102 gross applications at the Savoye. So velocity’s been great. We’ve been able to hold our effective rents where we had planned, so things are going great there. The other active lease-up that we have underway right now is the Lodge at Stoughton up in the suburb of Boston and that project is also doing extremely well. We had 40 gross applications there in the month of April and in the past week we had 10.

This is Harry. In terms of the two projects you mentioned; first of all, in general, it’s common for these schedules to change a little bit as we move from pre-construction to sort of the active development phase, once we get through drawing, locking our general contractor and getting all city approvals, it’s common for the schedules to change a little bit. But with Huntington Beach, this is actually the first project developed in the city in 30 years, so the city is actually setting policy as to how and when they are going to allow us to occupy these buildings. Our preference has always been to phase occupancy, but the city initially told us that we had to wait till we get that final CL and would have to occupy all building and all units at one time. Through negotiation, the city now has allowed us to take initial occupancy at TCO, which is the timing we had showed previously, but allow us to phase in the occupancy over four or five months. The initial occupancy in our development schedule is unchanged, but how and when the city is going to require us to put our certificate of occupancy in place has changed a little bit. Jana Galan - Bank of America/Merrill Lynch: Thank you very much.

Our next question comes from the line of Derek Bower with UBS Investment Bank. Please go ahead.

Very good morning. Can you provide some color on your recent conversations with your joint venture partner, specific to their appetite for future acquisitions, and we just say they are generally more or less eager to acquire assets compared to last year?

This is Tom. With respect to our conversations on the joint venture front, first up all three are going very well, being Fannie, KFH and Met and all of them see the fundamentals of the business and the strengthening of it and have an appetite to expand their interest in multifamily. So we are out there shopping for our own book and we are also out there shopping for joint venture opportunities as well.

Okay, thanks. And then just given that you’ve already pre-funded your development spend for the year through dispositions, now can you just help us prioritize what use of proceeds for future asset sales maybe, whether it would be development or development pipeline recycling to new acquisitions or further de-levering?

This is Tom again. I think all capital activity is weighed in its totality and fundability. The focus we have is continuing to deleverage our balance sheet and improve the quality of it and laddering of the maturity. So I think we weigh all of those aspects when we are weighing capital and the price of capital.

Yes, and I might have missed this, but what was the move-out for financial reasons and can you perhaps quantify the changed level of income per unit for your new move-ins versus move-outs. Thanks.

Sure. Move-outs for financial reasons was about, I think 15% or 16%. I can tell you, we said home purchase was 12%, move-outs for rent increase were 7%. For financial reasons whether we pushed the rents too high – I mean, I’m sorry, skips in evictions or other financial job loss was about 15% or 16%. And what was your second part, I’m sorry?

Just help quantify the change in level of income per unit between new move-ins and move-outs?

Yes. It’s difficult to track on a same-store basis, just because our same-store pool has been changing with assets being sold, as well as the Boston assets moving in. I think it’s gone up about 5% or 6% in general, and when you look at places especially like Boston. In Boston, we saw our move-outs to rent increase go up to 18% of the reasons for move-out, and that compares to about 6% last year. What’s really happening there is two years ago people were able to move in, because the peak to trough drop was so great they got a deal basically, and they’ve been moving back out and going back down to B product instead of living in our A communities. Now when you look at that increase in turnover, which is up 17% year-over-year, which is dramatic, you’d see a reason for concern, except we have been able to reload at those higher income residents. We’ve been able to keep occupancy levels in that metro, San Francisco area well above 96% and as you see in our supplement, we had revenue growth in San Francisco of over 12% this quarter, so that kind of a churn doesn’t bother us when you can reload quickly.

Okay, that’s helpful. Thanks.

Thank you and we have a question from the line of Karin Ford with KeyBanc Capital Markets. Please go ahead.

Hi, good morning. I just wanted to ask on the expense decline in the quarter, you noted it was somewhat due to the mild winter. Is there going to be a timing reversal on any expense savings you had this quarter and is the 3% to 3.5% guidance range still reasonable?

Okay, this is Jerry. I’d say our expense growth definitely came in well below our expectations in the quarter. As I said in my remarks, a lot of that was from a little snow removal, as well as mild winter conditions, which depressed gas expense. Right now we are running ahead of guidance, but there is a lot of unknown throughout the year with regard to expense growth and we’ll update guidance at the end of the second quarter. As far as a reversal or is anything that will flow from first quarter to second quarter, I don’t think so. A few other things that happened last year where we were hit with, pretty heavy healthcare claims in the first quarter and we do self-insure and that didn’t repeat itself. We’ve continued to streamline our staffing at the site level and realized efficiency. Now, the one thing that could start to pop, but this was really contemplated in our guidance earlier, was a lot of our turnover cost will end up hitting us in the second quarter, because the turns happened in the second half of the first quarter, so we turned most of those units in March, and you’ll start seeing some of those expenses come, but that was really built into the guidance.

That’s helpful, thank you. Next question is just on the development pipeline. Tom, I think you said in your comments that most of the current pipeline, all the current pipeline actually is currently going to be completed by the end of 2013. From a strategic standpoint, would you like to backfill the pipeline to be just as big in 2014 or does some of the uncertainty regarding the supply and just the fundamental picture make you want to possibly start to scale back development as you look ahead?

Okay, that’s a very good question. With respect to the size and scope of the pipeline, we are certainly looking at backfilling the 14, 15 deliveries and we are looking at a $10 billion to $11 billion enterprise. Our view is to try to have 3% to 5% of deliveries on an annual basis, and so we’ll scope the size and scope of our development pipeline around those percentages in the size of the enterprise as it continues to grow. So that’s part of the downtown San Francisco dirt acquisition and you’ll probably see us continue to look for urban setting type dirt, where we think the supply equation has a long run at it in our favor and we will continue to fill in those blanks and keep you informed as we progress.

Thanks, that’s helpful. Just one more if I may. On the disposition front, do you have anything beyond the $610 million under contract today?

No, we don’t.

Okay, thank you.

Thank you. And our next question comes from the line of Andrew McCulloch with Green Street Advisors. Please go ahead.

Good morning. On the $600 million dispositions that you achieved, a 6.25 economic cap rate on, can you tell us what the CapEx reserve is in that number and if you can, what the cap rates were for the different markets?

In general, the cap rates are based on 2012 budgeted NOI with 3% management fees and 600 per unit in CapEx. I don’t have the exact cap rates; it’s little lower in Phoenix and a little higher in Jacksonville, but there’s a little bit of variability around that. We can talk about it in detail offline if you want to. I just don’t have that in front of me.

Okay, that’s great. And then in your non same store pool is it possible for you to tell us what the year-over-year revenue and NOI growth is for that portfolio on an isolated basis and maybe just have to look at the acquired properties and not the (stabs), but is there any way you could give us those numbers?

I’ll tell you Andy, this is Jerry, there is a few properties that you potentially could that for, but most of the properties in our non same store, we didn’t own it the same time last year, so you can’t or it was in the first couple of months in the ownership when you anniversary off it and there are some things that can fluctuate those first couple of months. It wouldn’t really make the numbers meaningful.

In the broad comment you are saying they are running a little bit better than the same store pool district where they are located?

Yes, and I can tell you that’s true and I can tell you they are running better than my same store pool, because I look at when I’m getting in new lease rates. I can tell you what I’m getting in renewal growth and I can tell you that I’ve been able to typically shave off some expenses from what we inherited those assets at.

Great, thank you very much.

Thank you. And our next question comes from the line of Michael Salinsky, RBC Capital Markets. Please go ahead.

Good morning guys. Jerry, just going back to operations, you usually give a loss to lease statistic, how is that compared right now and then, as you saw the 300 basis point pick up in turnover, were there any particular markets where you noted there’s a spike?

Sure. Yes, loss to lease right now, they were right around 4%, so still in good shape, plenty of room to run with that and we do expect market rents to grow throughout the leasing season and then they tend to slowdown or actually go backwards as far as you get into the winter months. On the turnover, and I did misspeak earlier, I apologize if I said San Francisco’s turnover was up 17%, I was looking through online. Actually, my heaviest increases in turnover, the top one was in San Diego, which was up 20%, most of that’s military deployments. We only have 300 units there that are heavily dependent on Camp Pendleton. Boston as said was up about 17%. I can tell, you we have been pushing rents there heavily since we bought those two deals at the end of 2010. San Francisco was up 5%, Dallas was up 5%, we have been pushing rent growth in Dallas and San Francisco very heavily. Then Monterey County portfolio was up 12%. A few of the ones that are low or below my average are my Orange County portfolio is actually down 1%; Austin is down 8%; Nashville which has been a really strong market for us this year is down 3%, Seattle is up 2%, and Washington DC is up 2%.

That’s such great detail. Second question; I think this comment is a follow-up to Karin’s. Should we look for additional development starts in the year or redevelopment starts if there would be – and as you think about development yields, how are those trending relative to underwriting at this point?

This is Tom. More increase in development starts. Certainly as we are able to fill in the ‘14 and ‘15 delivery calendar we’ll announce those and you would work backwards and say, if you’re here in the middle of ‘12, then looking out two years, three years, so I would expect to see some of that expand as the year progresses. With respect to development yields, they are holding steady. You’ve got a combination of the market rents that are moving, and in particular the spikes in activities that we are undertaking, very strong rent numbers for that urban product, that A product, and offsetting that is a slight increase in the cost structure and land values. So overall I’d say yields are still at about 6, 6.5 type range on trending, on in-place, most of them are starting out at a 6.

That’s good. So there’s an unrelated follow-up on the capital markets front. As you look at the price of the equity today, you also look at disposition, and disposition pricing. Are you more inclined to sell more assets or continue raising money at the ATM as a means of deleveraging as you kind of talked about there?

Well, I think it’s important to try to do both. I think you expose your lower quality assets that are non-core, you anticipate ultimately selling some day and you see what price they fetch and you also look at the share price, and this management team will freely admit we look at the share price every day and with the ATM it represents a great way for us to continue to deleverage, and we continue look at asset sales.

Fair enough. Thank you very much.

Thank you. And our next question comes from the line of Alex Goldfarb with Sandler O’Neill. Please go ahead. Alexander Goldfarb - Sandler O’Neill: Good morning. You’d mentioned – I think you said that household income in your portfolio was up maybe 5%, 6%. Can you give us a sense of what rent as a percent of income is now versus a year ago?

Sure Alex, this is Jerry. It’s still right around 18%. I think a year ago it was roughly 17%, so it’s just gone up very modestly. Alexander Goldfarb - Sandler O’Neill: Okay. And then going to the capital markets side, you guys just took out your – I think it was your last public preferred, the Series G. I think you guys still have some OP preferred, but just want to get your sense given – do you think that public preferreds have a place in your capital structure or based on where you want to go with your fixed charge coverage or just maybe more using straight common and straight unsecured that preferreds for your perspective really don’t have a place in the current rate environment?

I think that the preferreds today, given that they are at 6.75% and new issue preferreds, well maybe a little bit less, when you compare that against unsecured rates, asset sales, common equity and all the other alternatives to capital we have, I don’t think the preferreds have a place in the capital stack today. So that’s you saw us making an announcement on Friday that we are going to redeem the $82 million of preferred Gs outstanding and then we’ll continue to source and review all the other alternatives available to us. Alexander Goldfarb - Sandler O’Neill: Okay. And then just a final question, did you guys comment on the $23 million of the tax benefit in the TRS?

No, we didn’t. We recorded a very significant tax benefit in the TRS and we did not include it in FFO. We didn’t include it, we didn’t feel that it truly fits the intention of the FFO definition. The adjustment was due to sales. We’ve completed those that are pending. Those sales allowed us to reverse the valuation allowance of deferred tax assets and the related non-net operating loss items. That’s kind of it in a nutshell. If you want to discuss it further, go into greater detail, give me a call later today. Alexander Goldfarb - Sandler O’Neill: Okay, okay, that’s helpful. I appreciate it.

Thank you. And our next question comes the line of Swaroop Yalla with Morgan Stanley. Please go ahead.

Yes, I had a question about Mission Bay. I mean it’s been in the news recently because of – well, not very recently, but the sales force decided to suspend its campus there. Can you talk about how does that change your underwriting on your project, maybe from a demand perspective, but also from relative to your land cost?

Well, this is Harry. I’ll start – we saw the announcement as well and we are aware of it, but the sales force did not actually leave the city. So they did not relocate to the Mission Bay area, but those employees remained in the city and I can tell you rents in the city have continued to increase. We feel very good about our land bases and ultimately the development yields we expect on that project.

Great.

I would add to that Swaroop. Harry is right. When you look at our rents in the city, when I look at my property Edgewater, which is right across the canal from Mission Bay and then our 388 deal, our new lease rates there are 20% higher than what the departing resident was paying, and those are maybe, gosh, a mile from the Mission Bay site at the most. So it’s still generally in the neighborhood, but just not right across the street. But I do think we feel over time other employers are going to come into that Mission Bay area. It’s not going to be vacant.

Got it. And Jerry, just to pick up on markets again, can you tell us any markets which you were surprised by this quarter and maybe even heading into the peak leasing season, either on a positive or negative perspective?

Sure, probably my biggest positive surprise right now, Orange County, it’s very strong. We had revenue growth of 6.8%. My sequential was well over 2%. We are running that with good occupancy right now. We are getting great rent growth. We do feel like the renters are coming back to those locations, west of the 405, so I would tell you probably my biggest positive surprise is OC. Finally, our Florida markets in Orlando and Tampa are starting to contribute. They are north of 4% revenue growth. They’ve been a positive surprise. My negative surprises have been really located more in my tertiary markets, those non-core, Sacramento, Monterey, Portland, my other Mid-Atlantic have not performed well, and then probably my last disappointment would be down in San Diego, where I had very marginal revenue growth of less than 0.5%, really due to military rotations. I would tell you, in San Diego, I expect my second half to be much better, because we really saw a downtrend in revenue growth there, starting in the second half of last year. When the rotations started we were anniversarying our strong first half numbers, but we are going be going against weak second half numbers and we are hopeful that some of the military comes back.

Okay, that’s helpful. Thank you.

Sure.

Thank you. And we have a question from the line of Richard Anderson with BMO Capital Markets. Please go ahead.

Thanks everybody. So I’m looking back in your disposition, the $1.7 billion in 2008, which I think you described as the lower echelon of your portfolio at the time. I’m curious, is there any connection, was there a feeling then that there was more to do beyond that or was there something that happened from ‘08 to now that triggered a greater urbanization of the company?

This is Toomey. At the time we sold that portfolio, you know eight, our felling was is that it didn’t make sense to buy. The prices that were being paid for assets were above replacement costs and so we look at our portfolio and said, if asset pricing is in that structure, how much of it does it make sense to sell, and we knew we were going to go more towards the coastal urbanization product, and as we tried to decipher how much, it came in a combination of factors. First, our effort to preserve our dividend at that time, second was an element of 1031 in the tax structuring or how big of a special dividend we would have, and we felt comfortable settling in on that $1.7 billion, $1.8 billion at that time, and I think we’ve been rewarded. The assets that we held through the financial crisis have come back strong. Jerry’s done a good job in running them, and we probably got better pricing on this group than we would have had we sold them back in ‘08. So I think that’s been done. Your question kind of moves towards the next, which is how much is left, and as you can see, we’ve got $600 million that will close by the second quarter, and that’s about 40%. So you can do the math that really we are setting at probably $600 million to $800 million more to go and no particular hurry. You can look at the markets and see what they are, and feel like the NOI growth is picking up steam and in some of those locations we’d like to garner that and then sell them in the next window of time, and I think that’s going to be driven by both the NOI growth, by capital flows, and certainly the debt markets and the rate environment, but we feel no pressure and probably we’ll be rewarded for big issues, steadily exposing to the market and see what prices we get and when we hit our targets, they’ll be gone.

So you don’t feel like that’s kind of like this kind of lingering overhang of another potentially dilutive large transaction. You think it will be a low and steady process at this point forward?

Yes, I think it’s just really an insignificant amount in relationship to the enterprise. I mean you are at a $10 billion, $11 billion enterprise. You are always going to have some portion of it that you should be examining, whether you’ve optimized the value or the markets over paying for it, and then you should always try to be thinking about selling 3% to 5% of your portfolio on an annual basis. Our hope is that the use of proceeds will be able to redeploy back into higher yielding, higher quality, urban products that we are developing or redeveloping.

All right. And then my follow-up question is you talked a lot about your average rent is up and you are selling lower rents. I guess the question is, is it absolutely better to be at a higher versus lower rent scenario and isn’t it the case that the higher income people are more in the crosshairs of a housing reversal in terms of home buying and the rest more wealthy people, can you comment on that?

Yes Rich, there’s a couple of things that come to mind for us as the management group and the first is the slide of homeownership. Today the tick up and the data points to a drop to 64.5%, and it’s clear that it’s probably going to continue to fall. Primarily what I think people are messing out of the news and the settlement of the mortgage with the banks, is that now they are free to start exposing more and more assets to foreclosure sales and that’s going to drive down the appraised values and going to make people have to come out with larger equity check and that process is at least in our mind, a two to five year process for Americans to heal their balance sheet, to be able to save enough, to be able to afford homes and I don’t think home appreciation is going to be anywhere near the picture, because of this foreclosure sale type environment. On the long term basis, I guess, I’m starting to see it, not been at it a long time. America is turning into a have and a have not and the people at the high-caliber income, urban settings are where the jobs are going to be. They are going to have higher income, elasticity, wealth elasticity, and the people that are kind of wage earners if you will, are going to be more exposed to shocks in fuels, the utility, insurance, healthcare, all of those are going to weigh on their ability to pay higher rent and we feel like the balance in the right place to be on a long-term basis is that urban, more income elasticity type resident, and we recognize that they had a choice. But if you take Manhattan, for example, 70% of the population rent. They have had choices for decades and have chosen to rent for decades.

Okay great. Thanks for the color.

Thank you. And our next question comes from the line of Rob Stevenson with the Macquarie Group Services. Please go ahead.

Good morning guys. Dave or maybe Jerry, can you guys – you guys talked about expenses before, but can you give us an idea of what 300 or 500 basis points of turnover impact is on the same-store expense line in terms of growth there and then how property taxes are coming in a third into the year?

This is Dave, I’ll take the second half of your question here on the property taxes. So far we haven’t had any surprises either to the positive or the negative. We really start seeing those second, third quarter. We’ve been talking with our consultants, and speaking with some of the jurisdictions, where we have information how – and we’re able to have some preliminary conversations, so right now I think we’re okay on the real estate tax front, we’ll have some more color to update you at the time of the second quarter call, which will be midway through the summer, we’ll have some more valuations out.

Rob, on your turnover question, I’m going to have to either get back to you or ask Chris to – I’m going to have to run the numbers to really come up with a good number.

Okay. And then one question for you Tom; with the exit of Phoenix market, what characteristics does Dallas have, the key to their longer term that Phoenix didn’t?

Well I think the Dallas suburban portfolio is probably one that will continue to liquidate over time. I think the Dallas urban portfolio has many of the characteristics we are seeking, an elastic type resident and supply constrained and the caliber of product we want to deliver. So we’ll probably shrink our Dallas exposure more to that urban product, and that would probably include the Vitruvian, and as you can see from Jerry, when you call a 122 acres and almost a submarket, you’re able to garner better traffic and higher rents, and so I think that would be our long-term focus in the Dallas market.

Okay, thanks guys.

Thank you. And our next question comes from the line of Jeffrey Donnelly with Wells Fargo Securities. Please go ahead.

Good morning guys. I’m curious, maybe for Tom, are there markets that are attractive to you today, where say development doesn’t pencil right now, but it might take two to three years to get there or even longer?

Well, I think the markets that we’ve studied over time that we don’t have a foothold in today would probably be Miami. It is probably the glaring hole in the portfolio in terms of that urban/product that would fit. Outside of that, I think the rest, there is long development cycles in all of those urban products and we wouldn’t exclude land. We’re not trying to time the market if you will as much as we’re trying to look at sub-neighborhoods and get ahead of where we think they are growing and where the employment base is growing.

I’m curious, maybe I’ll switch gears a little bit. Now that you guys have made something about, I’m going to say a splash in the New York City market, I guess on the operating side, what do you think has gone better or worse than your expectations, and secondarily, have you found or maybe you’ve shaken loose some interest from maybe assets that have been owned somewhat generationally, by family that you might be looking to sell?

I guess I’ll start with what’s gone better. Obviously, the expenses came in better than expected. Some of that was outside of our control, the weather and some of it was definitely within our control, such as streamlining our offices better, as well as our maintenance to garner a little bit of expense savings there. Probably the biggest I’ve seen, we’ve continued to find more opportunities in this good economy to pass through higher fees or increase our reimbursement percentages, but there really haven’t been too many surprises, and then on the negative, I’d tell you there’s very little that surprised me.

I guess the second half of the question, I’ll answer, this is Harry. In terms of finding opportunities from families, I mean as you probably know that tends to be a fairly sticky group. They tend to make these decisions for often reasons other than pure economics. I think at this point it’s worth noting that the product deals we’ve done have all been from families and from five separate families. So without question, we are a group that has performed, that is in that conversation, and we continue to have discussions with other families in New York City. It becomes very difficult to predict if and when we will get additional acquisition opportunities in New York City, but we do continue to have those conversations.

And just one last question, one of your competitors has gone a long way in a big deal by branding their product and recently announced brands, kind of three distinct brands that have cut their portfolio up a little bit differently, may be if we can positioning it differently for different types of consumers. What’s your thinking about that level of branding and do you ever foresee yourself going down that road.

Well, I think we are intrigued to see yes, they are successful and I think we continue to watch how it’s been executed, and if it in fact garners a benefit to them. My experience in this business has been individual communities find their own way into the market mix and residents are able to select what fits them best and you just need to do a better job of marketing to people and protect your segments, and I think some of that’s come in about Jerry and his technology advancements and certainly in the social media front here. On of our greatest assets for marketing is our own existing residents and to keep them happy, and so we think that’s where we are going to focus. A lot is on resident satisfaction, resident marketing and the amenity and the staff itself delivering. So, we’ll watch it and see how it performs.

Yes, great. Thank you.

Thank you. And our next question is a follow-up question from the line of Michael Bilerman with Citi Financials. Please go ahead.

Yes, I just had a question on the assets that were sold or that are pending to be sold; the 15 communities, and maybe weave in a little bit about the six that were sold in the first quarter. How many different buyers was that and sort of what type were they, were they just local, were they financial buyers and just give a little bit more color around that?

Sure, this is Harry. So there are three separate buyers. We had two buyers on the transactions that closed in the first quarter. One was a local buyer that was backed by a private equity firm; the second was a syndicator, sort of mostly a regional syndicator that owns sort of B quality apartments around the country, that was a fairly significant management company; and the third was a buyer that had just raised a new fund, that they are a fairly significant buyer to not operate their own property, so they are purely a financial buyer, because there is a little bit of each.

To add some color, I mean you are finding all aspects of the buyers of real estate out there today. The levered buyer, the pure capital low leverage player, the local player is out there. I mean it’s a great time to expose assets, because you’re finding a lot of traction and a lot of different veins for capital.

And so one of the assets that’s being sold is a development. What’s the basis in the development in Phoenix, Stadium Village?

What’s our cost basis?

Well yes, I’m just trying to reconcile a little bit of what you have held for, at least on the balance sheet, you got held for disposition, call it un-depreciative of $455 million. Does that include Stadium Village or exclude it?

Stadium Village – this is Dave. Cost basis is around $50 million.

Is that held for disposition or that’s still in development?

No, that’s in held for disposition. Anything that we have that was moved into held for disposition, you’d see on the balance sheet we took out. There is a held for disposition asset line item and also for the liabilities, so we took that out.

Right, and so looking at attachment six, so you have your NOI, you break it out very nicely between all the different components, your held for dispositions is $8.7 million in the quarter, call it about $35 million annualized over $477 million, that’s a 7.3% cap rate. What am I doing wrong? I guess your development has low income that would only raise it even more?

I think you have to look at it in more detail.

Yes, Michael, this is Dave. We’ll take a look at that, and we’ll talk to you and Eric offline and give some additional information for you.

Okay, and then just the last question, in terms of the move-ins, the technology initiatives, was that initiated via an internet source of 56%. I guess it surprised me that 44% of people are still not using the internet to shop for where they want to live? I guess, how accurate do you think that survey is, that you’re tracking when they come in and where are these other 44% of people coming from; these are drive bys?

I think it’s drive-bys, I think it’s walk bys as you’ve gotten more urban. I also think like Tom said earlier, we are getting a lot more coming in from resident referrals. I can tell you, we are not in the rental publications and for the most part we don’t use brokers, except in some situations in Dallas and in Houston. So it predominantly has gone down as we’ve gone a little more urban. And you’re relying to some degree on what the incoming person tells either our call center or the people at the site, if they give us a different answer, we are not going to wrestle them down.

Okay, thank you.

Thank you. And our next question comes from the line of Taylor Schimkat with KBW. Please go ahead.

Hey, good morning guys. My first question is probably for Jerry. Just on the dispositions portfolio, could you tell us what the operating guidance assumptions were for 2012? I guess I’m curious on the margin whether the assets sales would push 2012 operating guidance assumptions higher or lower or else equal?

I don’t have that in front of me, but I would tell you, they were probably generally about in line with what we would have expected on average. Phoenix, we expected to do right about average with what our full company guidance was, and Jacksonville was probably just a hair under. So I think the impact was probably negligible.

Okay. And then my second question is probably for Harry or Tom. Could you talk about the opportunity set today for sourcing new JV development deals as compared to acquiring wholly owned entitled land for development?

This is Tom. I would tell you that Warren and Harry are entertaining numerous opportunities, where our developers have entitled sites locked up and are seeking a capital partner, and I think that trend is worth noting, is that while we are enjoying a great run in the apartment business, the developers and the merchant builders are increasing their backlog, but they are not finding the capital to go at it full force (ph) if you will or full force, and so they are turning to REITs and obviously we’ve got a couple of pre-development programs with Hanover and others that we are looking at. So I think it’s a good thing for REITs to mine, if they wanted to wrap up their development pipeline in high quality and really, if you will, the strength of the trade is in our side of the equation right now.

So, would you say then that there is a premium return to UDR for doing JV development deals as opposed to wholly owned land and if so, what you think that yield premium would be?

Well, I think you have to look at the quality and caliber of each individual opportunity, and so if undertaking a Boston development can yield us a 6, 6.5 and we have to joint venture as a partner to do that, we probably would undertake that effort. Could we do that on our own? It’s a question of how much G&A you want to carry, how much pursuit time and what happens if you decide your full in Boston in that case and you don’t want to, what you do with your team. So we like the template, because it exposes us to a lot of different opportunities and we can pick and choose through them and right now, as I said earlier, I think it’s in our favor to go through those opportunities and pick the best one for ourselves.

Okay, thanks.

Thank you. And we have a question from the line of Paula Poskon with Robert W. Baird & Company. Please go ahead.

The team and infrastructure is adequate to support the growth you’re planning over the next several years or do you think you’re going to have to add some bandwidth?

Paula, this Tom. Certainly this group that’s sitting around the table today has on average about a $1.2 billion to $1.5 billion in acquisition sales activity for the better part of a decade, and that we’ve averaged $400 million of development. So I think if we stay in that bandwidth this group’s quite capable. On the operating platform, a point that didn’t go noticed is we managed about 60,000 doors today and we sold about 10% of them by the end of June and so Jerry has capacity on Harry’s platform to certainly do more than what we are doing today and what we are turning our attention to do is not more, but doing a better job and I think he’s going to do that.

Thank you.

And there are no further questions in queue at this time. Gentlemen please continue.

Well, first let me thank all of you for your conversations and questions today, we appreciate that. I think May is a important month for UDR. We celebrate two major milestones; first, it will be our 40th year as a REIT, and it will be our 160th quarterly dividend paid and I thank all the people that have over the years made that possible, but it is a milestone for the company and one we are very proud of. Second, 2012 is off to a great start. It’s certainly going to be a better year than 2011, and we see no threats to that in the horizon. And lastly, we look forward to seeing many of you in June at NAREIT, and certainly at our Investor Tour of Columbus Square on Monday, June 11. With that, take care.

Ladies and gentlemen, that concludes our call for this afternoon. We thank you very much for your participation. You may now disconnect.