Good day, Ladies and Gentlemen, and welcome to the UDR fourth quarter, 2012, conference call. (Operator Instructions). I would now like to turn the conference over to Chris Van Ens, Vice President of Investor Relations. Please go ahead, Sir.

Thank you for joining us for UDR's fourth quarter financial results conference call. Our fourth quarter press release supplemental disclosure package and three-year strategy overview document were distributed earlier today and posted to our website, www.UDR.com. In the supplement, we have reconciled all non-GAAP financial Reg G. requirements. Prior to reading our Safe Harbor disclosure, I would like to direct you to the webcast of this call located in the Investor Relations section of our website, www.UDR.com. The webcast includes a slide presentation that will accompany our three-year strategic outlook commentary. Onto our Safe Harbor. 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, everyone. Welcome to UDR's fourth quarter conference call. On the call with me today are Tom Herzog, Chief Financial Officer and Jerry Davis, Senior Vice President of Operations who will discuss our results as well as our senior officers, Warren Troupe and Harry Alcock who will be available to answer questions during the Q&A portion of the call. To start, I would like to officially welcome Tom Herzog to UDR's senior management team. Many of you listening to the call know Tom. He is a well-respected CFO who possesses a strong analytical skill set and valuable public REIT experience with two S&P 500 REITs. I am confident that his experience will be beneficial to the company over the coming years. My prepared remarks today will be brief as the majority of my comments will be included in our overview of our three-year strategic outlook, which will directly follow senior management's quarterly and full-year prepared remarks. 2012 was another strong year of operating results and we are encouraged by the early trends that we see in 2013. Let me quickly review why the company is well-positioned and how we will continue to capitalize on good multi-family fundamentals over the years ahead. First, the heavy lifting with regards to our large-scale portfolio repositioning is complete. Like most every public REIT, we will continue to see some level of capital recycling completed on an annual basis. But any such actions will be conducted through normal business activities. Second, our balance sheet is much improved. But we will continue to manage the lower leverage over time. In our three-year strategic outlook, we will speak to leverage targets. Third, we have a topnotch operational platform and a team that we believe will continue to take full advantage of the…

Thanks, Tom. Before I get into my prepared remarks, I want to express how good it is to be back in the public REIT world and specifically here at UDR. For those of you I have not yet had the opportunity to reconnect or meet, I look forward to interacting with you in the near future. There are several topics I will cover today. First, changes we have made to our presentation of FFO. Second, our fourth quarter and full-year 2012 FFO results. Third, our transactions and balance sheet update. Fourth, details regarding the accounting treatment of Hurricane Sandy. Fifth, our first quarter and full-year 2013 guidance. And lastly, enhancements we made to our quarterly supplemental package. Let me begin with the changes we have made to our presentation of FFO. Effective this quarter and going forward, we will be presenting FFO, FFO as adjusted, and AFFO. We will also be guiding the all three of these earnings metrics on a quarterly basis. Unlike our historical presentation, FFO as defined by NAREIT will now be our lead-in metric. And will reconcile the FFO as adjusted, which is equivalent to our previous core FFO. The adjustments for reconcile from FFO to FFO as adjusted will clearly set forth the fully set forth in each of our quarterly releases. In addition, we have commenced reporting AFFO, which reflects our maintenance CapEx reported on attachment 14 or page 25 of our supplement. There are three primary reasons for these changes. First was to lead with NAREIT FFO and then reconcile through FFO as adjusted and AFFO for full clarity of the components and adjustments to each of these measurements. Second, to provide guidance to each of these three measurements to eliminate confusion as to what is included and excluded from our earnings guidance.…

Thanks, Tom. Good morning everyone. In my remarks, I will cover the following topics. Fourth quarter and full year 2012 operating results, an update on our non-mature pool of assets, and lastly, an update on our New York operations. We are pleased to announce another strong quarter of operating results. In the fourth quarter, same-store net operating income grew 7.3% driven by a 5.7% year-over-year increase in revenue and only a 2.3% increase in expenses. A quite note, on attachment six or page eight, our revised quarterly supplemental package, you will find a breakout of same-store operating expenses with year-over-year sequential and year-to-date comparisons by expense component. Our same-store revenue per occupied home increased by 5% year-over-year to $1,420. While same-store occupancy increased by 60 basis points to 95.8%. On a total portfolio basis including our pro-rata share of JVs, our revenue per occupied home was $1,558. Sequentially, fourth quarter net operating income increased 3.3% driven by a 0.7% increase in revenue and expense growth of -4.7%. Before I discuss new and renewal lease growth trends, I would like to direct everyone to attachment 8G on page 19, a new addition to our supplemental quarterly package. 8G provides new and renewal lease growth as well as turnover by market. In the fourth quarter, effective rental rate increases on new leases at our same-store communities increased by 1.7% on average. And renewal rate growth remained strong at 5.6%. Full year turnover in 2012 increased 180 basis points year-over-year to 55%. This was a function of our ongoing push to optimize revenue growth through the seasonally stronger demand periods earlier in the year. In the fourth quarter, annualized turnover reverse course declined by 40 basis points year-over-year. We elected to hold occupancy higher during this seasonally slower period by pricing our renewal…

(Operator instructions). Our first question comes from the line of Derek Brower at UBS Bank. Please go ahead. Derek Brower – UBS Bank: Hi, thanks, guys. Good afternoon. I was wondering if you could just give us a better handle on the timing of store uses for 2013, and more specifically, the thought behind issuing 100 million of equity below NAV as compared to selling some more non-core assets?

Well, the sources and uses, just if you were to take them and run them down. So we’ve got – I’ll just give you the [inaudible] real quick like. We’ve got the surplus of FFO versus dividends of 68 million, the dead issuances, equity issuances that you can see from the guidance, the wholly-owned disposition; it comes up to about $700 million in sources just roughly. We’ve got some debt maturities; we listed development and re-development spending, about $750 million, that’s how it balances out. When we think about the equity issuance, I would describe it this way. We’ve got a number of different sources of capital so we could employ. It could be – it could be dead, it could be equity, it could be joint venture, proceeds, et cetera. So whether we choose to issue that 100 million of equity or not is yet to be determined. So I would say that it’s very possible that we could, it could be a bigger number, it could be a smaller number depending on market circumstances. Derek Brower – UBS Bank: Okay, thanks. And on the capital recycling front, can you describe what the appetite from that life is to do more asset-swap transitions such as the Olivian and do you think it could be possible we’ll see another one of those transactions this year?

Hi, this is Warren Troupe. We’re always in discussion with Met Life and we’ve said from the beginning, we like that joint venture, it’s a way for us to increase our ownership interest in those existing assets and I think as you see us go along, you’ll see us continue to execute those transactions with Met Life and also increase the size of Joint Venture II. Derek Brower – UBS Bank: Okay, thanks. And then I guess, just lastly, big-picture question and just going back to your Page 12 macro assumptions. At the top, you know, you have job formation growing in 2013, 2014, income growing, household formations growing, but it claims that your assumptions assume homeownership rate actually declines from 2013. I’m just wondering if you’ve done any sensitivities on your 2014 to 2015 outlook based on a growth homeownership rate?

This is Toomey. With respect to the assumptions on ’12, those are national assumptions and we’ve looked at our individual markets when we’ve thought about ’14 and ’15 and believe that the homeownership rate in those markets unappreciablely moved more than where it is today. Derek Brower – UBS Bank: Okay, thank you.

And our next question comes from the line of Eric Wolfe with Citigroup. Please go ahead. Eric Wolfe – Citigroup: Hey, guys. The topic of stock repurchases came up on the call earlier today. And obviously on a lot of calls over the last week or two, there’s been some discussion about the property REIT trading at large discounts to NAV. So my question is, is whether you think there’s anything UDR can do to be more active about trying to close out this discount? Obviously, part of the strategic outlook, which seemed to be part of that, but are there other things that you can do in the short term or medium term to help close out the discount?

This is Toomey. I think you’re right. One of the first things is provide a strategic outlook and this document does a fine job on that. The second aspect is the enhancements of our disclosure in the quarterly package so that people can drill down to the value of the enterprise more easily. And I think the third is just execution on our part and that we’ve got a good experienced team. We feel like we’ve got the right assets, the right balance sheet, the right growth opportunities. It’s just time to execute. And so I think we’re going to focus on those three and see how far they take us and then we’ll evaluate it at that point and see where we move. Eric Wolfe – Citigroup: Okay, that’s fair. And then I think Michael had a follow up.

Yes. Tom, just thinking about how you ended your comments, thinking about the growth in NAV and technically the growth in NOI getting to a $32 stock price, or $30 NAV I should say. I guess underlying that is an expectation of flat cap rates, right?

Well, no, not necessarily. Let me just give you the pieces, Michael. How we looked at that – this is Herzog, by the way. How we looked at that analysis is we took the same store growth to get the – the NOI will be created from the guidance that we put in the document. We also looked at the non-same-store and then we picked up our development REIT development value creation from an NOI perspective that would be created from the program that’s in place and projected that over about three years in a pretty in-depth model. We took that NOI and we capped it out at – you’re correct, at today’s CAP rate so we could get a sense for it and then incorporated that into our NAV creation to get the growth that would just mathematically come to something north of $32 a share. And the while we were at it, we did then pick up the dividend yield off the consensus NAV and created the CVNI that we spoke to of about 12.2%. The CAP rate that we used was the – it was 5 1/8% and we picked that up from looking to the consensus NAV that The Street had put out and kind of the average CAP rate that was within that mix to utilize the 5 1/8th.

And so effectively, you know, flat CAP rates and growing NOI, you know, getting to that NAV, obviously, is predicated on CAP rates staying relatively stagnant?

You’re correct. And in addition to that, the growth from the development and re-development program.

And then at least in the ’14 to ’15 timeframe, you have this – call it 500 million of equity being issued. This is on Page 12 of the presentation. I guess, is that a similar answer thinking about the 100 that’s embedded in guidance for ’13, that the 500 in ’14 and ’15 is predicated on the stock because you’ve now put yourself, I guess, out there saying you will not issue equity below NAV and given the stocks at $23, you’ve got a far way to move up, especially with an outlook that the NAV is going to grow significantly in the next couple of years, that that 500 million has got to come from other things, or you don’t spend the money, right? You either don’t do the acquisitions or you don’t do the development or re-development because you’ve got to come up with $500 million of cash?

That’s correct. It would be – the activity that would take place will be, in part, dictated by access to various sources of capital. So depending on what those look like, obviously, that can impact the plan.

All right, and you’ve embedded in your forward plan issuing equity at NAV, in that timeframe to grow NAV per share?

Right.

Okay. All right, thank you.

And our next question comes from the line of Rich Anderson with BMO Capital Markets. Please go ahead. Rich Anderson – BMO Capital Markets: Thanks. Good afternoon and welcome, Tom Herzog.

Thank you, Rich. Rich Anderson – BMO Capital Markets: Does your balance sheet management slide on Page 6 of the 2015 Outlook include newly-started development activity?

No. The balance sheet that we put in place, the balance sheet management as well as the development, redevelopment, value creation, drag, et cetera do not assume new development projects put into play. Rich Anderson – BMO Capital Markets: And yet on the summary page on Page 12, you do assume incremental development spending. So like isn’t there like a kind of disconnect between your balance sheet and your 2014 expectations without that missing variable?

I would say that the balance sheet, just looking at where those metrics fall out to at least freeze that as to what the portfolio looks like today. It gives us a good feel for what those metrics will look like. And then again, depending on what circumstances look like if we go to the development or re-development program. Those sources of funding will need to come from somewhere, which we’ve set forth. And with that, it would keep the metrics, I think, in line based on the mix that we would use. That would be the intent. As you noted, we set up a target of 35 to 40% leverage, which drives a certain net-debt to EBITDA with the intent of managing toward the lower end of that range, but without doing so on a diluted basis. So that all comes into play in the way that we think about how the model comes together. Rich Anderson – BMO Capital Markets: Okay. Turning to more current things, on the current list of joint ventures that you have outstanding – this question is for anybody. What’s the lifetime of these joint ventures in your mind? Like when do you think there will have to be some type of event for them to demonetize one way or the other?

This is Toomey, Rich. Good morning. With respect to the lifecycle of the joint ventures, obviously, the Met platform, you’re talking about a generational Fortune 50 company that looks at real estate as a long-term hold and a key part of their overall management of their portfolio and our desire is to grow that real estate holding. With respect to KFH, certainly it is an investor who has come in and out of the United States from time to time and probably at this point in time would still be looking to grow its platform in the U.S. So I don’t believe there’s any finite date that that would terminate. And lastly is the Texas joint venture. I think their key date will be when the debt, which is slightly above market at 5.5 today burns off in ’15, 2015. That, most likely, would be a date that we’ll make a decision with our partner about those particular assets. Rich Anderson – BMO Capital Markets: Okay, last question for me on the same-store NOI outlook of 4 ¼ to 6, you’re pretty wide, I guess, but you know, maybe not so much for the start of the year. But what factors would have to happen for you to be closer to the low end? And what are some of the catalyst for you to get at or above the high end of that range?

Rich, it’s Jerry. I would say it’s all really dependent mostly on job growth. I think the expenses for the most part, we know what real estate taxes are going to be and I think the rest of our expenses we’re typically good a locking down so I feel good about the expense growth guidance we gave. On the revenue side, like I said, I think it’s totally dependent on job growth or job loss. If I had to pick two markets that could shift on me quickly, one would be Washington D.C. could probably get worse given the Pentagon’s announcement last week about eliminating 46,000 jobs and furloughing for one day a week a couple 100,000 more. And then on the positive, you know, I could see a place like San Diego having an uptick if some military rotations go towards the West Coast. But that’s really the biggest factor. Rich Anderson – BMO Capital Markets: Great. That’s all I have. Thank you.

And our next question comes from the line of Alexander Goldfarb with Sandler O’Neill. Please go ahead. Alexander Goldfarb – Sandler O’Neill: Yes, hi. Good afternoon, or good morning out there. Jerry, the first question just picks up on the expense side. Your guys’ expense guidance is meaningfully lower than peers. It’s also quite a tight range. I understand that over the past several years you guys have been good about keeping expense growth low, but, you know, what do you think is different about, you know, some of the things that you guys have in your numbers that some of the other guys maybe don’t? Is it literally that just the way the properties lay out you’re not seeing the same real estate tax structure or just maybe better on the insurance front? It’s just strickenly a lot lower.

Yeah, I can’t really speak to anyone else. I’m not sure what’s behind their numbers. I can tell you though, we are feeling real estate tax pressure, maybe not as much as the Sunbelt-dominating guys, but you know, our taxes – we’re expecting to be north of 8% growth. But when you really look back, like you said, over the last five years, we’ve done a pretty good job of keeping expense growth at sub-1%. So migrating it up to that mid-point of 3% is predominately driven by taxes. We think turnover this year will probably be roughly even where it was in 2012. And you know, we’re really – we spend the last four to five years making our sales force and administrative functions more efficient. And over the next couple of years, we think there’s ways to realize efficiencies in our service functions of our business. So we’re going to be hitting that hard over the next 2 to 3 years. But yeah, I think when you look at it, it’s really maintaining control and driving down the cost of doing our service side of the business will help keep us at the low end. Alexander Goldfarb – Sandler O’Neill: Okay. So if I understand you, I mean, in addition, presumably, Warren’s doing a good job on negotiating with the insurance companies to keep premiums low, but essentially whatever costs you’re seeing rise on property tax, you’re sort of taking it out on the other side by keeping expenses down? That’s the takeaway?

Yes, I think that accurate. Alexander Goldfarb – Sandler O’Neill: Okay. Second question is for Toomey. Obviously, you know, Tom Herzog doesn’t need an introduction, you know, we all know him. But just sort of curious given it was a lengthy process, it was one that you guys weren’t under pressure to have to fill right away, you know, given the existing CFO bench strength there. What was the Board’s take in view as far as succession planning? I mean, if we think about it, succession planning is something that can take four or five-plus years. You know, I know that you comment that you’re not ready to hang up the spurs anytime in the near term, but these things do take time. So just sort of curious what the Board thought as you went about filling that role?

Well, the Board was part of the process, obviously. And with respect to the subject of succession, you’re right, Alex. First, I’m 52 years old. I like what I’m doing. I like the team I’ve assembled. I enjoy what I’m doing so annually we review a succession plan, the Board approves it and we march forward with that plan every year and evaluate it every year. Alexander Goldfarb – Sandler O’Neill: Okay, so nothing changed when you sent about doing the search? It was – that didn’t prompt a further review of anything as far as succession goes?

It was part of the evaluation process and we reached the conclusion that Mr. Herzog was the best candidate today and for the future. Alexander Goldfarb – Sandler O’Neill: Okay, perfect. Thank you.

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

Good afternoon, guys. I also appreciate the disclosure there in the three-year plan. Just a couple quick bookkeeping questions. First, you gave what you expect to spend in 2013. What’s kind of the outlook for development starts and redevelopment starts in ’13?

Mike, this is Harry. We didn’t give any guidance as to starts in 2013. In ’14 and ’15 we have to start another – call it 500, 550 million to sort of reach the guidance that we’ve given and so 2014, 2015 spend. I can tell you that our existing pipeline, both in our owned land assets and our JV assets with Met Life, the total spend in that portfolio could be in excess of $1 billion. We’ve got additional redevelopment projects we’re looking at. So we certainly have a sufficient pipeline to backfill the existing projects. In terms of 2013, we didn’t give any guidance. I’d be surprised if we started a lot, although we’re working on a number of projects and the exact timing depends on when we complete the entitlements and permitting process with the various cities.

Okay. Jerry, in your prepared comments, did you give January trends?

I didn’t, but I will. January, our new least rates were up – or rates on new leases were up about 2.5%, that compares to 1.7% last January. And then our renewals were up 5.9% in January and that’s down from last year when it was pushing 7.

Okay. And the occupancy on the year-review basis?

Occupancy is up slightly in January. Today, I think it averaged out 95.5 in January and today we’re at 95.4%. I would expect for the first quarter it will end up in that 95.5% range.

That’s helpful. And just finally, the G&A increase looked a bit large. Tom could you walk through the components of what drilled the increase there in G&A?

Yeah, Mike, Tom Herzog here. The G&A, first of all, I don’t want you to be confused by the G&A. We have said in the past that some of that occurred. The tax number used to be met into that and then in the beginning of last quarter when people realized there was confusion here, that was discontinued. So now the G&A and the tax benefit are broken out separately, which you’ve probably seen. So when we look at the 2012 G&A relative to the guidance that was given at the beginning of the year, you’ll find that the tax number is broken out, that we’re pretty much right on in that number. As we look to 2013, we’re up – call it 2, $2.5 million, this is the basic stuff. We’ve got normal personnel increases. We had certain comp items for folks in the field that had a great job in 2012 and then miscellaneous and technology type items make up the rest. So no big [inaudible] and line item made up that change, but it comes to about a penny.

Okay. I’ll take a look at that. The tax benefit then, I just – it’s been elevated the last couple of years. Is the – looking forward over the next couple of years given your outlook, should we expect that to come down pretty substantially as you kind of move out of that business?

Well, I would put it this way; in 2012, the first quarter of ’12, there wasn’t a benefit recorded because the sales hadn’t been made and it was being backed off against the valuation allowance adjustment that took place. In 2013, so it was running about $3 million a quarter in ’12 with nothing in Q1. In 2013, that number is going to be more in the vicinity of ’11 to ’13 million. And then as we go forward from there as some of the development projects start to stabilize and some of the additional sales start to earn in, you’re going to see that tax benefit structure decline and that’s what you see in that guidance on Page – whatever it is, 16 or 17 of the three-year strategy package, you see a decline for those reasons as development starts to earn in.

Appreciate the color. Thank you.

I should just note one thing though so that we don’t have confusion, we’re not intending to move out of that business in the TRS. We’ll continue to own assets in there, develop assets so that tax benefit is an ongoing item and you can see the that [inaudible].

Mr. Toomey, there are no further questions at this time.