Welcome to UDR's Third Quarter 2015 Conference Call. Today's conference is being recorded. At this time, I would like to turn the conference over to Shelby Noble. Please go ahead.

Welcome to UDR's third quarter 2015 financial results conference call. Our third quarter press release and supplemental disclosure package were distributed yesterday afternoon and posted to the Investor Relations section of 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 Reg G requirement. I would like to note that the 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 yesterday'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 you that you be respectable to everyone's time and limit your questions and follow-up. Management will be available after the call for your questions that do not get answered. I will now turn the call over to our President and CEO, Tom Toomey.

Thank you, Shelby and good afternoon, everyone. Welcome to UDR's third quarter conference call. On the call with me today are Tom Herzog, Chief Financial Officer and Jerry Davis, Chief Operating Officer, who will discuss our results, as well as senior officers, Warren Troupe and Harry Alcock, who will be available during the Q&A portion of the call. Let me start by saying the third quarter was fantastic on all metrics. With 10 months of 2015 complete, four things stand out to me. First, we set out a strategic plan in February and have exceeded it on all fronts. Second, we surpassed our expectations with exceptional operating results which Jerry will outline in his remarks. Third, we were presented with a couple of strategic problem-solving opportunities that we were able to take advantage of. Namely, the $559 million West Coast development joint venture and the $901 million Washington, DC acquisition. These both fell in line with our long-term goals. As they both were accretive to cash flow growth, we were able to issue equity at or above NAV and they were lowered our overall leverage metrics. And lastly, we sold or have under contract $800 million in gross assets, our share of which is $480 million. Let's turn to 2016 and the long-term outlook. As you know, the macro numbers around jobs, household formation, supply, et cetera, look very favorable for the foreseeable future. When we further analyze our specific submarkets and individual community dynamics, we believe that our portfolio of mix of A and B communities in our urban and suburban locations will continue to perform well throughout the cycles. I know the question on your mind of how 2016 looks. Jerry and the entire operating team have been working hard to position UDR for a strong result in 2016. Without giving forward guidance at this point, we expect 2016 revenue growth to be at least as good as 2015, but after eight years of sub-3% expense growth, we do expect pressure from payroll and taxes to lead to expense increases of just over 3%. All-in, with strong operating fundamentals and over $500 million of development in lease-up, we're in good shape to drive cash flow and NAV growth for 2016 and into the future. As promised, we will publish another two-year strategic plan in February 2016 that will outline what we can expect for our shareholders. With that, I would like to express my sincere appreciation to all my fellow UDR associates for an extraordinary work in producing another strong quarter of results. We look forward to the remainder of 2015 and to a great 2016. I'll now turn the call over to Tom.

Thanks, Tom. The topics I will cover today include third quarter results, balance sheet and capital markets update, recent transactions, casualty loss incurred during the quarter, 421-a and -g impact on New York property taxes and revised full-year 2015 guidance. Our third quarter earnings results were above the upper end of our previously provided guidance ranges. FFO, FFO as adjusted and AFFO per share were $0.42, $0.42 and $0.37, respectively. This was primarily driven by better-than-expected year-over-year third quarter same-store revenue, expense and NOI growth which were strong at 5.9%, 2.7% and 7.3% respectively. Jerry will provide additional color in his prepared remarks. Next, balance sheet and capital markets activity, in August, we issued $102 million of common equity at a net price of $35 per share. In September, we issued $300 million of 10-year, 4% senior unsecured notes with a yield to maturity of 4.03%. Inclusive of swap breakage fees, our all-in rate was approximately 4.5%. Subsequent to quarter-end, we amended and recasted our unsecured revolving credit facility which increased the size from $900 million to $1.1 billion, extended the maturity to January 2021 inclusive of the extensions and reduced our interest rate spread by 10 basis points to LIBOR plus 90 basis points. We also amended and consolidated our $350 million of term loans under the same facility, repriced the loan to LIBOR plus 95 basis points, a reduction of 20 basis points and extended the maturity date to January 2021. These transactions completed our debt and equity needs for the year. At quarter-end, our financial leverage on an undepreciated cost basis was 36.7% and on a fair value basis, it was 26%. Our net debt-to-EBITDA was 6 times and inclusive of pro-rata JVs, it was 7 times. All metrics have continued to improve during the year as…

Thanks, Tom. Good afternoon, everyone. In my remarks, I will cover the following topics. First, our third quarter portfolio metrics, leasing trends and the rental rate growth we realized this quarter and an overview of our current operating strategy. Second, the performance of our core markets during the quarter. And last, a brief update on our development lease-ups. We're pleased to announce another strong quarter of operating results. In the third quarter, our same-store revenue per occupied home increased by 6.2% year-over-year to $1,792, while occupancy declined 30 basis points to 96.6%. This led to third quarter revenue growth of 5.9%. Our revenue growth for the first nine months of the year was 5.4% year-over-year. Turning to new and renewal lease rate growth which is detailed on attachment 8-G of our supplement, our ability to push new lease rate growth continued to outpace historical precedent during the third quarter by a wide margin. We grew new lease rates by 7.6% in the third quarter, a full 310 basis points ahead of the third quarter of 2014. Renewal growth also remained robust, at 7.3% in the third quarter or 220 basis points ahead of last year. This strength in pricing and demand served as the primary driver of our sizable 12.5-basis point increase in same-store revenue guidance at the midpoint or 137.5 basis points from our initial guidance provided in February. As Tom mentioned earlier, we increased our full-year revenue growth guidance range to 5.25% to 5.5%. Although we expect a normal seasonal slowdown to occur starting soon, we continue to see strong fundamentals and our strategy continues to be driving rate growth in order to help build in our 2016 revenue. Third quarter expense growth was 2.7% and brings our year-to-date growth to 2.3%. We increased the mid-point of full-year…

[Operator Instructions]. We'll go first to Nick Joseph with Citi.

Appreciate the commentary on 2016 same-store revenue growth being at least as good as 2015. What job growth and supply assumptions are baked into that outlook?

Nick, this is Jerry. It's basically similar job growth to this year. Call it 200,000 to 250,000 jobs per month. Nationally, when we look at how that affects our core markets, it would be down just modestly from about 870,000 jobs to 856,000 jobs in our markets. When you look at supply, it's looking for deliveries in 2016, 320,00, 325,000 jobs next year. But once again, when you look at our core markets, it's coming down about 20,000 -- I'm sorry -- not jobs, deliveries. It's coming down about 20,000 from what we experienced in 2015.

And then in terms of operational efficiencies, you guys have talked about a lot in the past. I wanted to get your take on the impact of package deliveries on the business and how you're dealing with it at your garden-style communities?

Sure. We've been looking at package deliveries, honestly, for a couple of years and been trying to find a solution that the carriers will be accepting of, as well as what will be best for our residents. And we think we found a few package locker systems that seem to work for us. To date, we've tested between eight and 10. Just about a month ago we ordered an additional 20 package locker systems. When we look at it and there have been studies done on this, a person can handle about 15 packages per hour, so the way we've looked at it, our average resident probably gets between four and six packages a month. You're going to save, 300 to, call it, 500 hours on average at a property per year in efficiency. We think our people are going to be able to take that time and either do a better job performing services or they will be able to tend to prospective residents better because the time that current residents were coming in to get their packages which are after work and weekends, is the same time our leasing office is most busy with prospective residents. The other thing we see is a huge benefit, especially in our garden communities that we don't have a front door, is our residents are going to have 24/7 access.

Then finally, can you give us an update on the potential sixth acquisition as part of the Wolff deal?

This is Warren. The sixth asset was held in a partnership with a third party and the structure has turned out to be too complicated so we've decided not to pursue it any further.

And we'll go next to Jordan Sadler with KeyBanc Capital Markets.

It's Austin Wurschmidt here with Jordan. Just had a question on thinking about portfolio allocation going forward. You guys have a sizable chunk of the development pipeline in Southern California. As you start to think about the Wolff JV assets stabilizing late next year and into 2017, how are you thinking about your exposure to that market?

This is Harry. Our portfolio allocation in terms of development, our general plan is to have a diversified portfolio. So we have an asset in Boston that we're just stabilizing. We expect to start our 345 Harrison land site that we acquired last year for $32 million and that will be nearly 600 units and upwards of $300 million-plus. We have an asset in DC that we're just completing and so we generally would expect to start another project in DC sometime in the relatively near future. In terms of California, we're relatively heavily weighted in California from a development perspective. We're going to have several of these assets running through the completion and lease-up phase in 2016 and into 2017 and so naturally our development exposure to Southern California will lighten up and then we'll look to backfill in the ordinary course.

Jordan, Austin, this is Toomey. What I would add to it is my recollection is SoCal was one of the last areas to enter the recession and one of the last to come out. And so if you look at the recent job growth and supply dynamics, we think it's got a long runway to deliver and we're excited about the Wolff transaction, in particular, because we accelerated a lot of communities and development into lease-up to take advantage of what we think is a very strong market in 2016 and 2017. So we're well-positioned in that marketplace.

And then just turning to DC, DC decelerated a little bit this quarter. I was just curious if there's anything submarket-specific and then what your outlook is for that market going forward?

This is Jerry. You're right. DC did decelerate slightly to 1.6% growth. Overall, though, we feel DC is stable and this year it will come in about a 1.5% to 2% revenue growth. As I look in the current -- as of today, my market rents are up 2.7% from where they were last October, so that's encouraging for growth in the future. A couple other things that I would think are worth noting. A few years ago, we talked about the differential between A and B product. In DC and probably two years ago, that difference was 600 to 700 basis points, where Bs were probably producing 3%, 3.5% revenue growth and As were negative 3.5%. Today, that has compressed down to about 50 basis points. So As are just 50 basis points behind B. A lot of our inside the Beltway is doing as well as outside the Beltway. Areas of new supply that have affected us, particularly at our Arlington properties are the new supplies happening in Crystal City, Rosslyn-Ballston and Potomac Yard. When I look at the 14th Street Corridor and we've got four assets in that Thomas Circle, Logan Circle area, we're seeing revenue growth that's approaching 3% there, so that is strengthening. But overall, DC feels pretty stable. The last thing I would add that probably had a modest effect on our deceleration this year is our DC team was spending quite a bit of time over the summer preparing to ensure a smooth transition of the six Home properties. That transition has paid off, as we took over those assets about three weeks ago and things are going well. And then as we look into 2015, again, our expectation is revenue growth at UDR for the DC portfolio will be just under 2% and as we look further out to 2016, it's going to go up modestly, call it mid-2%s.

And we'll take our next question from Ian Weissman with Credit Suisse.

Just two questions, I was wondering if you could just give us a little bit more granularity on resurgence in Southern California, specifically Los Angeles which beat our forecast by at least 150 basis points and you were up 260 basis points sequentially. Can you talk about some of the drivers in LA today and how sustainable that growth rate is?

Sure, Ian. This is Jerry again. First thing, I would start off is remind you our LA portfolio is almost entirely concentrated in Marina Del Rey. We only have four assets in our same-store pool. One is in La Mirada, but the other three are in Marina Del Rey. What's really driving it is two things. About two years ago, up through about a year ago, you had a surge of new supply that was hitting Playa Vista and that was putting supply pressure on our Marina product. And that was being built really in anticipation of all the tech jobs that were coming to Silicon Beach, the area between Santa Monica and Playa Vista. Those jobs are now coming in and it's companies like Facebook, Google, Yahoo, Microsoft, Snapchat, YouTube, Twitter, Uber. So as these jobs come in, it's really driving demand extraordinarily in that Los Angeles submarket of Marina Del Rey and that's what's really propelling our growth. You look back to first quarter of this year, our growth was only 3.8%. In second quarter, it got up to 6%. In this quarter, it was well over 8%. Our expectation is it's going to go a bit higher than even what we did in third quarter, in fourth quarter. LA, honestly, for our same-store portfolio is one of the markets I'm most excited about for 2016 and it's being driven by that job creation in Playa Vista, Venice and that submarket. As you get more into Downtown LA, we have the one asset that we owned with MetLife. That area is feeling quite a bit of new supply and the growth there is not nearly at the level that our portfolio is. So I wouldn't read into LA in general, based on what our results are, because ours are focused on that one submarket.

And finally, just thinking about the Equity Residential deal who sold assets in South Florida, Denver, DC, Seattle and Inland Empire, you guys are the only other apartment REIT to hold assets in each of those markets. The market liked the deal. The stock was up on the news. It wasn't about G&A savings or even higher growth. It was all about the bid for B-quality assets in B markets. How should we think about your plans moving forward, just given what the capital that sits on the sideline and how aggressive it's getting in these markets? And what are your thoughts about accelerating sales in some of these non-core markets?

I would make four or five points on the subject. Just as a reminder, in 2008, we did sell one-third of the company as part of a larger portfolio repositioning because primarily we thought at the time assets were trading well above their replacement cost and as part of that transaction, we declared a special dividend. So we're not afraid of that type of transaction and have executed on it in the past, but today, we don't see that type of repositioning necessary. We've still got very good strong growth from our assets in those marketplaces. Second, I would add that we have a prudent capital allocation process in place. By using asset sales to fund development, we're largely removing any dependency on capital markets for our future growth. And as a reminder, our strategic plan which we continue to outline and update, is focusing on consistent cash flow growth. After you look at these transactions and realize the amount of dilution and how much growth you would have to compensate for in the future, they don't seem to be as penciling out at this time. But we'll continue to monitor the market and see what happens with respect to asset pricing and we're aware of a good action on Bs right now. You can see this last year we sold $800 million, our share, $480 million of them. Then we used those proceeds very accretively to fund our development pipeline. So we've got a good plan, we've outlined it and we'll do it again and we'll see how the market unfolds.

We'll take our next question from Haendel St. Juste with Morgan Stanley.

So Mr. Toomey or maybe Jerry, I would like to get some more color on a comment, I think it was you, Tom, who made it earlier on the call, that your revenue growth for next year can be on par with this year's but from a different angle. I look across the various key regions in your portfolio and expect another solid year, next year for sure, but expect to see some slight deceleration on the revenue side in New York City, Boston. There has been a bit of concern around San Francisco, not only with the recent Wall Street Journal article about the tech ideal slowdown, but also a little supply-related concerns in Bellevue, up in Seattle. Are you effectively counting on Southern California, Denver and perhaps DC to accelerate a bit from here, a bit more from here, make up for those decelerating trends in the other markets here?

First I would say, in Denver, we don't have any same-store properties, so we're not counting on anything from there. When we look at the entire portfolio, we see a few things happening. Probably there are two or three markets that we're penciling in that will most likely decelerate next year. First is NorCal, that's probably based more on our aversion to [indiscernible] than anything else. If I had to guess on any one market that I would presume would beat -- could beat my plan next year, it would probably be NorCal, because I don't see the fundamentals really coming down. You just don't think it can continue to pop at 10% growth. And I'll give you an example. Last year we thought the same thing. In the month of October, my in-place rents are 4% higher than I budgeted a year ago, so I thought it was going to happen last year. It didn't. It surprised. But we're counting on it to come down a bit, but it would still be our best market next year. The other markets that I see probably decelerating some next year are the two Texas markets, Dallas and Austin and that's really just supply-driven. We're starting to feel it already in Austin, especially our A product is starting to feel it more than it has because job growth was keeping up. Right now, job growth is still good, but the supply is hitting us. Dallas, pressures in uptown, as well as up in Plano-Frisco, are hitting us in some of our assets. Our B product, especially in the Addison area, are doing phenomenally well, very high single digits. But when you get down to Uptown, currently we're seeing about 3% growth. Don't see that improving a lot next year because of new…

Haendel, this is Toomey. I would add this. My quote is revenue for 2016 is at least as good as 2015. And what I would point to, is Jerry and team have been really focused a lot about middle of this year on 2016, by pushing the rents which give us that carry-through. He mentioned in his prepared remarks, 2.75% of revenue is already in the books for next year. We think that trend could continue, but we'll play it out. They have just done an exceptional job of positioning us for 2016, a good number.

And just so I'm clear, Jerry, what, if anything, enters the same-store pool next year?

Actually, in our supplement, on page 11, at the beginning of the year, it will be full-year, Los Alisos which is Mission Viejo, enters in first quarter; Waterscape; and then also View 34, the old Rivergate property in Manhattan.

And then one more, if I may, a line of questioning I've preceded in the past. Just curious, your exposure to DC and Seattle, we've seen your [indiscernible] in lighten up in suburban locations in both markets. I'm curious about your current portfolios in both markets. Are you looking to lighten up a bit here, especially following the closing of the Home and Wolff deals?

This is Toomey. With respect to DC, we fully expect DC to be slightly better in 2016, but really, the rebound in DC's going to come in 2017 and 2018. And that's what our positioning is. So eventually, we're a little overweight in that marketplace, but we would like to catch the rent trajectory up when we look at pruning that particular area. The other market that was--?

Seattle.

Seattle? We're happy with Seattle. We've got a good mix of A, B marketplace. We're always looking at shifting some, but it will be so thin on the margin, it probably wouldn't matter in our view.

Haendel, we sold two assets in Seattle at the end of last year that were more in the Tacoma market. I agree with Tooney. We like the portfolio. We've got a decent mix of a couple of Bs to go with some urban As that are both in Bellevue and we're going to increase our exposure with the Wolff transaction down in South Lake Union. But Seattle is a market we're all pretty optimistic about, mid- and long-term.

I'm clear on Seattle, but just want to make sure I'm clear on DC. Sounds like you're happy with your portfolio, would consider selling, but just not a good enough time to sell yet, but something you would monitor over the next year, year to two years for potential culling, is that fair?

That's a fair statement.

[Operator Instructions]. We'll go next to Nick Yulico with UBS.

You talked about expense growth next year likely going over 3% and you guys have had lower expense growth than that in the last couple years. Could you just talk a little bit more about what's driving the expense growth higher?

Nick, this is Jerry. I'll start and Herzog may jump in. He mentioned the 421-a real estate program that has started to affect us this year and it will affect us a little more next year. So a big part of it's real estate taxes. So when you look at what are the two components that we currently forecast would be north of the 3% growth rate, one's going to be real estate taxes which today our expectation, including the 421-as, is going to be north of 7%. When you factor in the impact in the Sunbelt markets, the positive real estate tax refunds that we got this year in the 421 programs at 95 Wall and 10 Hanover, that's about where it gets to. The other one that we anticipate putting some pressure on us is wage growth. In our markets, we've currently penciled in for it to be 4% in personnel growth.

And then what about repairs and maintenance? That's a line item you guys have done a really good job controlling expenses on. How much are you still able to keep that in check?

We think there's still initiatives that we've been working on for the last few years, that there's still a ways to go. This year, it will probably be very slightly positive. Next year, I still think it will be under an inflationary range and we're going to continue to find efficiencies with our maintenance teams to bring even more work in-house. So I don't think we're quite done with those initiatives yet.

And we'll go next to Dan Oppenheim with Zelman & Associates.

Was wondering -- you guys haven't been so active on the redevelopment, much more in terms of just the development, but wondering from the communities acquired from Home, what the thought is, where some of those can add some redevelopment, but could have more and just where those assets? How do you think about it?

This is Jerry again. Harry may jump in after me if I leave anything out. When you look at that portfolio, there's three assets that are newly developed, less than four to five years old, the two in Silver Springs, one in Alexandria that really need next to no work done on them. Home did a good job redeveloping Arbor Park. That one needs very little. The other two, Newport Village and The Courts at Dulles, are probably where we'll focus most of our efforts over the next year or two. They both would benefit from some level of kitchen and bath upgrade. There's a bit of deferred maintenance and there's some touch-up we can do on the amenities at both of those properties.

And then as it relates to the expectations in terms of the expense side or in actually it also relates to revenue, how are you thinking about turnover as it's been fairly low as of late? What's the expectation in terms of what we're likely to see in 2016 for that?

It's going to go up 100 to 200 basis points from where it is this year. Last year, it was 51%. This year, it will probably be a hair over that. Next year, I got to believe it's going to go up another 100, 150 basis points, as we start hitting some people with affordability issues and they are going to move out because of rent increase. We've seen that inch up a bit. I don't see move-outs related to home purchase rising. We've seen move-outs because of money problems or skips and evictions, actually come down. So really the only category we've seen in some markets is some people are getting priced out of the community they live in today and they are having to move down a step. As we've seen this happen, we've been able to maintain occupancy levels in that 96.5%, so reload period is short. We've been able to take the number of days a units sits vacant down between 20 and 21 days from -- when we started looking at that three years ago, it was at 26 days. So turnover is going to again go up 100 to 200 basis points.

And we'll take our next question from John Pawlowski with Green Street Advisors.

On the 1031 exchanges, could you share the cap rate on the four Virginia assets, as well as the Huntington Beach sale?

Sure. This is Harry. The cap rates on the four Virginia beach sales are going to be somewhere in the high 6%s, around 7%. That includes a 2.75% management fee and $1,100 per unit in CapEx. The Huntington Beach deal will be just under 5% and the fixed asset will be in the high 5%s, the Oxnard asset.

That's on forward NOI, correct?

It is.

And then just so I understand the new footnote on the 421 exemptions, the $70,000 higher New York real estate taxes, so this is the first quarter that those abatements started burning off or was the amount de minimis before 3Q?

This was the first year, this first quarter.

And we'll go next to Wes Golladay with RBC Capital Markets.

Quick question on the abatement as a follow-up, what is the total dollar amount of abatements flowing through the expenses right now for 2015?

We've given the amount of the AFFO impact which is the change. For 2015, it was $240,000 is the AFFO impact. So that's the amount of change year-over-year.

Do you guys have maybe a dollar amount? Since it is a line item that will abate, I just wonder if you had the actual dollar amount, but we could follow up offline if that's fine?

Okay. If you guys want to call on that to get details on that, I'm glad to give them to you.

Yes, we'll do that. Okay. And then looking at the Playa Vista market, it seems quite strong for you. Would you happen to have the loss-to-lease on that market and where renewals are going out right now?

The loss-to-lease on that right now is 5%. The year-over-year market rent growth in that LA portfolio and it includes one small asset in La Mirada, but this is predominantly the Marina Del Rey, but year-over-year revenue, rent growth is 9.2%. And the most current new and renewal growth in LA is news, we've achieved in October 8.8% and renewals are in October 7.2%.

And we'll take our next question from Ryan Peterson with Sandler O'Neill.

So we've seen recently some of your peers market New York high-rises as condo conversions because of the superior pricing there. Is that something you guys would consider with any of your New York assets?

This is Harry. Like all of us, we're constantly in the market having general conversations about market pricing. If an opportunity arose where we could predictably capture that spread between a condo user in changing the use at an extraordinary low cap rate and reinvest those proceeds in a core market on an accretive basis, we would certainly consider that. Right now, we haven't seen any of those opportunities materialize.

Okay. So, really only if you had a reinvestment opportunity?

In all likelihood, yes.

Okay and then only other question for me is do you see any more opportunities for deals similar to your Steele Creek deal?

This is Harry again. Steele Creek and Wolff are two relatively similar transactions that we've completed over the past 12 months. We're in the market looking at those types of opportunities. We don't have anything specific to talk about, but if those same types of opportunities materialized, we certainly would be interested in doing another one.

And we'll take our next question from Aaron Hecht with JMP Securities.

It looks like household formations were released this quarter and renter households declined for the first time sequentially in eight quarters. How are you guys thinking about that because it doesn't look like there's any lack of demand in your core markets?

This is Toomey. I take all of these government statistics that come out and wait and see if there's a trend line to develop, if there's not a one-month blip. So you just have to step back and wait and see how that trend and that number gets revised. We took note of it, that we're not feeling it in the marketplace by any measure, don't see it as a trend line, but we'll be cognizant of it and keep it in our view going forward.

Okay and then on your 399 Fremont development, can you give any color on just the Rincon Hill area, because it looks like there's a lot of high-end product that may come online pretty soon there?

I'll start and Jerry may add if I miss something, but in Rincon Hill, there's over 4 million square feet of office that's either active or under construction. There are some multi-family projects high end that are coming online, some of which are in lease-up now and others that will be in line over the course of the next 12 months. It's our expectation that, that is an extremely strong submarket within San Francisco for rental product, given the enormous amount of job growth in high-paying jobs, so at this point, we're not concerned about that submarket.

I would agree with Harry. As we've looked at that market and the product we're going to deliver, we think we compete well. Probably the most encouraging thing, you talked about the supply, but the jobs that are coming, that are within a 5 to 10 minute walk over the next several years, are going to provide plenty of residents for all of us to do well.

Okay. And then on the 717 Olympic property, was that water issue just a freak accident or was there some property management that should have occurred to avoid that issue?

It was a freak accident. There was an automobile accident, if you will, in the garage structure that set off the sprinkler system that affected the pressure on the sand pipe. It wasn't maintenance. It was created due to an accident.

And we'll take our next question from Rich Anderson with Mizuho Securities.

Tom Toomey, if you had 20/20 foresight that San Francisco Bay area was about to really fall off the cliff and I know you don't have that, but let's just pretend you do because you have really super powers otherwise, what would you do? Would you sell immediately right now? Or would you muscle your way through it because you consider it a long-term hold regardless of what might happen over the course of a couple of years?

Rich, it's always a tough question when you look at falling off the cliff in San Francisco, is that the earthquake comes and gets it or just the marketplace.

The marketplace.

The marketplace, I believe it's a center for technology innovation. It's a gateway to Asia. It's a long-term dynamic city that has long-term growth prospects. And I'm prepared to weather the storm that inevitably will happen, that will cause it to take a turn-down and anticipate that through its innovation, its capital formation that it's a long-term vibrant mark and it's sure in heck hard to get real estate there, that's our overall portfolio strategy. We understand that markets will come and go, that situations like oil and gas that are going through right now are not long-term enduring situations. They are short-term blips. And we want to have a portfolio that's diversified to weather those storms and we've done it both in market diversification and product diversification and we'll continue that path and think it's the right one for long-term cash flow growth.

Maybe for someone else in the room, what happened leading up to the DC falling off? Did you sell at all? I don't remember. Or did you just defend?

The posture in DC was to defend. We did take some assets that we thought would have a harder time in recovery and pulled those up and moved on. And again, as you outlined earlier in the call, we think we're a little overweight, DC, but we think the inevitable recovery that arrives probably in 2017, 2018 window will represent a good time to pull some capital out of that marketplace and there will be other opportunities and other markets for us to redeploy those or we'll just pull them up and use them for our development pipeline.

It appears there are no further questions at this time. I would like to turn the conference back to Mr. Tom Toomey, CEO, for any additional or closing remarks.

Well, thank you all for your interest in UDR and for your time on the call today. Just let me close by saying it was a fantastic quarter, that we're doing a very good job of executing on our strategic out plan. We've exceeded all of those metrics. We're certainly positioning ourselves for a strong 2016 and beyond. You'll see more of that plan come February and we'll be seeing most of you, I believe, at NAREIT in a couple of weeks and look forward to some more Q&A there. With that, take care.

This does conclude today's conference. We thank you for your participation. You may now disconnect.