Federal Realty Investment Trust (FRT) 10-K risk factor changes: FY2020 vs FY2019

Economic, legal, and/or competitive [removed: conditions] [added: conditions, as well as COVID-19,] may impact the success of our tenants’ retail operations and therefore the amount of rent and expense reimbursements we receive from our tenants.

[removed: We continue to see] [added: Over the past several years, we have seen] higher levels of anchor turnover and closings in some markets, which has caused an oversupply of larger retail spaces.

As of December 31, [removed: 2019,] [added: 2020,] our anchor tenant space is [removed: 97.5%] [added: 96.2%] leased and [removed: 95.9%] [added: 94.1%] occupied.

As of December 31, [removed: 2019,] [added: 2020,] our tenants operated in [removed: 12] [added: 11] states and the District of Columbia.

[removed: [Table] [added: [Table] of [removed: Contents](#sE0E8CFE64F465F7F837120AFED32E9BD)][added: Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)]

[removed: | • |] [added: -] business layoffs or downsizing; [removed: |]

[removed: | • |] [added: -] industry slowdowns; [removed: |]

[removed: | • |] [added: -] relocations of businesses; [removed: |]

[removed: | • |] [added: -] changing demographics; [removed: |]

[removed: | • |] [added: -] increased telecommuting and use of alternative work places; [removed: |]

[removed: | • |] [added: -] infrastructure quality; [removed: |]

[removed: | • |] [added: -] any oversupply of, or reduced demand for, real estate; [removed: |]

[removed: | • |] [added: -] concessions or reduced rental rates under new leases for properties where tenants defaulted; and [removed: |]

[removed: | • |] [added: -] increased operating costs including insurance premiums and real estate taxes. [removed: |]

[removed: Management's] [added: "Management's] Discussion and Analysis of Financial Condition and Results of Operations [removed: in the "Outlook" subsection.][added: - Corporate Responsibility."]

[removed: | • |] [added: -] contractor changes may delay the completion of development projects and increase overall costs; [removed: |]

[removed: | • |] [added: -] significant time lag between commencement and stabilization subjects us to greater risks due to fluctuations in the general economy; [removed: |]

[removed: | • |] [added: -] delivery of residential product into uncertain residential environments may result in lower rents or longer time periods to reach economic stabilization; [removed: |]

[removed: | • |] [added: -] substantial amount of our investment is related to infrastructure and the overall value of the project may be negatively impacted if we do not complete subsequent phases; [removed: |]

[removed: | • |] [added: -] failure or inability to obtain construction or permanent financing on favorable terms; [removed: |]

[removed: | • |] [added: -] expenditure of money and time on projects that may never be completed; [removed: |]

[removed: | • |] [added: -] difficulty securing key anchor or other tenants may impact occupancy rates and projected revenue; [removed: |]

[removed: | • |] [added: -] inability to achieve projected rental rates or anticipated pace of lease-up; [removed: |]

[removed: | • |] [added: -] higher than estimated construction or operating costs, including labor and material costs; and [removed: |]

[removed: | • |] [added: -] possible delay in completion of a project because of a number of factors, including [added: COVID-19,] weather, labor disruptions, construction delays or delays in receipt of zoning or other regulatory approvals, acts of terror or other acts of violence, or acts of God (such as fires, earthquakes or floods). [removed: |]

[removed: | • |] [added: -] our estimate of the costs to improve, reposition or redevelop a property may prove to be too low, or the time we estimate to complete the improvement, repositioning or redevelopment may be too short. [removed: As a result, the property may fail to achieve the returns we have projected, either temporarily or for a longer period; |]

[removed: | • |] [added: -] we may not be able to identify suitable properties to acquire or may be unable to complete the acquisition of the properties we identify; [removed: |]

[removed: | • |] [added: -] we may not be able to integrate an acquisition into our existing operations successfully; [removed: |]

[removed: | • |] [added: -] properties we redevelop or acquire may fail to achieve the occupancy or rental rates we project, within the time frames we project, at the time we make the decision to invest, which may result in the properties’ failure to achieve the returns we projected; [removed: |]

[removed: | • |] [added: -] our pre-acquisition evaluation of the physical condition of each new investment may not detect certain defects or identify necessary repairs until after the property is acquired, which could significantly increase our total acquisition costs or decrease cash flow from the property; and [removed: |]

[removed: | • |] [added: -] our investigation of a property or building prior to our acquisition, and any representations we may receive from the seller of such building or property, may fail to reveal various liabilities, which could reduce the cash flow from the property or increase our acquisition cost. [removed: |]

[removed: | • |] [added: -] economic downturns in general, or in the areas where our properties are located; [removed: |]

[removed: | • |] [added: -] adverse changes in local real estate market conditions, such as an oversupply or reduction in demand; [removed: |]

[removed: | • |] [added: -] changes in tenant preferences that reduce the attractiveness of our properties to tenants; [removed: |]

[removed: | • |] [added: -] zoning or regulatory restrictions; [removed: |]

[removed: | • |] [added: -] decreases in market rental rates; [removed: |]

[removed: | • |] [added: -] weather conditions that may increase or decrease energy costs and other weather-related expenses; [removed: |]

[removed: | • |] [added: -] costs associated with the need to periodically repair, renovate and re-lease space; and [removed: |]

[removed: | • |] [added: -] increases in the cost of adequate maintenance, insurance and other operating costs, including real estate taxes, associated with one or more properties, which may occur even when circumstances such as market factors and competition cause a reduction in revenues from one or more properties, although real estate taxes typically do not increase upon a reduction in such revenues. [removed: |]

[removed: | • |] [added: -] reduce properties available for acquisition; [removed: |]

- increased business restrictions due to health crises

[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

As a result, the property may fail to achieve the returns we have projected, either temporarily or for a longer period;

[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

On January 4, 2021, we acquired our partner's 20% interest in our joint venture arrangement related to the Pike & Rose hotel.

[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

obligations related to the property.

In addition, our business is subject to risks related to the effects of public health crises, epidemics and pandemics, including the

COVID-19 pandemic.

Such events could inhibit global, national and local economic activity; adversely affect trading activity

in securities markets, which could negatively impact the trading prices of our common shares and debt securities and our ability

to access the securities markets as a source of liquidity; adversely affect our tenants’ financial condition by limiting foot traffic

and staffing at their businesses, which could affect their ability to pay rent and willingness to make new leasing commitments;

reduce our cash flow, which could impact our ability to pay dividends at the current rate and in the current format or at all or to service our debt; temporarily or permanently reduce the demand for retail or office space; interfere with our business operations by requiring our personnel to work remotely; increase the frequency of cyber-attacks; disrupt supply chains that could be important in our development and redevelopment activities; interfere with potential purchases and sales of properties; impact our ability to pay dividends at the current rate and in the current format or at all; and have other direct and indirect effects that are difficult to predict.

Such risks depend upon the nature and severity of the public health concern, as well as the extent and duration of government-mandated orders and personal decisions to limit travel, economic activity and personal interaction, none of which can be predicted with confidence.

In particular, we cannot predict the duration of stay-at-home and other government orders instituted in response to the COVID-19 pandemic, which vary by jurisdiction, or the pandemics' short and long term economic effects, each of which could have a material adverse effect on our business.

An increased focus on metrics and reporting related to corporate responsibility, specifically related to environmental, social and governance ("ESG") factors, may impose additional costs and expose us to new risks.

Investors and other stakeholders have become more focused on understanding how companies address a variety of ESG factors.

Many of those investors and shareholders look to ESG rating systems that have been developed by third party groups to allow comparisons between companies on ESG factors as they evaluate investment decisions as well as to company disclosures.

Although we participate in many of these ratings systems and generally score relatively well in those in which we do participate, we do not participate in, and would not necessarily score well in, all of the available ratings systems.

Further, the criteria used in these ratings systems change frequently, and we cannot guaranty that we will be able to score well as criteria change.

We supplement our participation in ratings systems with corporate disclosures of our ESG activities but many investors and stakeholders may look for specific disclosures that we do not provide.

Failure to participate in certain of the third party ratings systems, failure to score well in those ratings systems or failure to provide certain ESG disclosures could result in reputational harm when investors or others compare us against similar companies in our industry and could cause certain investors to be unwilling to invest in our stock which could adversely impact our ability to raise capital.

For more information about the Trust's Corporate Responsibility initiatives, see Item 7.

[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

As of December 31, 2020, we had approximately $4.3 billion of debt outstanding.

As of December 31, 2020, approximately 90.7% of our debt is fixed rate or is fixed via interest rate swap agreements, which includes all of our property secured debt and our unsecured senior notes.

[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

On November 30, 2020, the ICE Benchmark Administration Limited announced its plan to extend the date that most U.S. LIBOR values would cease being computed and published from December 31, 2021 to June 30, 2023.

[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

our ability to sell or lease those properties or to borrow funds by using those properties as collateral.

In addition, changes in government legislation and regulation on climate change could result in increased capital expenditures to improve the energy efficiency of our existing properties and could also require us to spend more on our development or redevelopment projects without a corresponding increase in revenues, which may adversely affect our financial condition, results of operations and cash flows.

To protect our REIT status, our declaration of trust prohibits any one shareholder from

[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

Legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the IRS, could have a material adverse effect on us and our investors.

The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process, and by the Internal Revenue Service (“IRS”) and the U.S. Department of the Treasury (“Treasury”).

Changes to the tax laws or interpretations thereof by the IRS and the Treasury, with or without retroactive application, could materially and adversely affect us and our investors.

In particular, additional technical corrections legislation and implementing regulations may be enacted or promulgated in response to the Tax Cuts and Job Acts of 2017 (the "Act"), and substantive legislative changes to the Act are also possible.

In response to the COVID-19 pandemic, multiple pieces of legislation have already been enacted, including the 2020 CARES Act, and there have also been significant issuances of regulatory and other guidance, and further legislative enactments and other IRS or Treasury action is possible.

No prediction can be made as to the likelihood of passage of new tax legislation or other provisions, or the direct or indirect effect on us and our shareholders.

| | |

| --- | --- |

During 2019, construction was substantially completed on the development of Phase II at both Assembly Row and Pike & Rose, with portions of both projects opening during 2018 and 2019.

Additionally, we continued construction on Phase III at both projects, and our on-going redevelopment efforts at Santana Row.

A further discussion of these projects, expected costs, and current status can be found in Item 7.

If

As of December 31, 2019, all of our $3.4 billion of debt outstanding has a fixed rate or is fixed via interest rate swap agreements.

It is unclear if LIBOR will cease to exist at that time, if a new method of calculating LIBOR will be established, or if an alternative reference rate will be established.

Secured Overnight Financing Rate ("SOFR") as its preferred alternative to U.S. dollar LIBOR in derivatives and other financial contracts.

Risk Factors Related to our Company and the Market Price of our Securities

The uses of any of our properties prior to our acquisition of the property and the building materials used at the property are among the property-specific factors that will affect how the environmental laws are applied to our properties.

If we are subject to any material environmental liabilities, the liabilities could adversely affect our results of operations and our ability to meet our obligations.

We cannot predict what other environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted or what environmental conditions may be found to exist on the properties in the future.

Compliance with existing and new laws and regulations may require us or our tenants to spend funds to remedy environmental problems.

Our tenants, like many of their competitors, have incurred, and will continue to incur, capital and operating expenditures and other costs associated with complying with these laws and regulations, which will adversely affect their potential profitability.

Generally, our tenants must comply with environmental laws and meet remediation requirements.

Our leases typically impose obligations on our tenants to indemnify us from any compliance costs we may incur as a result of the environmental conditions on the property caused by the tenant.

If a lease does not require compliance or if a tenant fails to or cannot comply, we could be

forced to pay these costs.

If not addressed, environmental conditions could impair our ability to sell or re-lease the affected properties in the future or result in lower sales prices or rent payments.

outstanding capital stock.

U.S. federal tax reform legislation now and in the future could affect REITs, both positively and negatively, in ways that are difficult to anticipate.

The Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”), signed into law on December 22, 2017, represents sweeping tax reform legislation that makes significant changes to corporate and individual tax rates and the calculation of taxes.

While we currently do not expect the 2017 Tax Act will have a significant direct impact on us, it may impact us indirectly as our tenants and the jurisdictions in which we do business as well as the overall investment thesis for REITs may be impacted both positively and negatively in ways that are difficult to predict.

Additionally, the overall impact of the 2017 Tax Act depends on future interpretations and regulations that may be issued by federal tax authorities, as well as changes in state and local taxation in response to the 2017 Tax Act, and it is possible that such future interpretations, regulations and other changes could adversely impact us.

This section generally discusses [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] items and year-to-year comparisons between [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

Discussions of [removed: 2017] [added: 2018] items and year-to-year comparisons between [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2018] [added: 2019] filed with the Securities and Exchange Commission on February [removed: 13, 2019.][added: 10, 2020.]

As of December 31, [removed: 2019,] [added: 2020,] we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as [removed: 104] [added: 101] predominantly retail real estate projects comprising approximately [removed: 23.7] [added: 23.4] million square feet.

In total, the real estate projects were [removed: 94.2%] [added: 92.2%] leased and [removed: 92.5%] [added: 90.2%] occupied at December 31, [removed: 2019.][added: 2020.]

We have paid quarterly dividends to our shareholders continuously since our founding in 1962 and have increased our dividends per common share for [removed: 52] [added: 53] consecutive years.

A discussion of possible risks which may [added: affect these estimates is included in “Item 1A.]

[removed: [Table] [added: [Table] of [removed: Contents](#sE0E8CFE64F465F7F837120AFED32E9BD)][added: Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)]

[removed: Lease payments are recognized on a straight-line] basis from [added: the point in time] when the tenant controls the space through the term of the related lease.

Lease termination fees [removed: for which] [added: are generally recognized on] the [added: termination date if the] tenant has relinquished control of the [removed: space are generally recognized on the termination date.][added: space.]

Determining the probability of collection of substantially all lease payments during [added: a] lease term requires [added: significant] judgment.

This determination is impacted by numerous factors including our assessment of the tenant’s credit worthiness, economic conditions, [removed: our] [added: tenant sales productivity in that location,] historical experience with the tenant and tenants operating in the same industry, [added: future prospects for the tenant] and the [added: industry in which it operates, and the] length of the lease term.

For example, in the event that our [removed: collectability] [added: collectibility] determinations were not accurate and we were required to write off additional receivables equaling 1% of rental income, our rental income and net income would decrease by [removed: $9.3] [added: $8.3] million.

We analyze the risk of a significant gain reversal and if necessary limit the amount of [removed: variable consideration recognized in order to mitigate this risk.]

Certain events, such as unforeseen competition or changes in customer shopping habits, could substantially alter our assumptions regarding our ability to realize the expected return on investment in the property and therefore reduce the [added: economic life of the asset and affect the amount of depreciation expense to be charged against both the current and future revenues.]

We capitalized external and internal costs related to both development and redevelopment activities of [removed: $352] [added: $404] million and $9 million, respectively, for [removed: 2019] [added: 2020] and [removed: $274] [added: $352] million and [removed: $8] [added: $9] million, respectively, for [removed: 2018.][added: 2019.]

We capitalized external and internal costs related to other property improvements of [removed: $80] [added: $64] million and $3 million, respectively, for [removed: 2019] [added: 2020] and [removed: $62] [added: $80] million and $3 million, respectively, for [removed: 2018.][added: 2019.]

We capitalized external and internal costs related to leasing activities of [removed: $24] [added: $11] million and $2 million, respectively, for [removed: 2019] [added: 2020] and [removed: $20] [added: $24] million and [removed: $6] [added: $2] million, respectively, for [removed: 2018.][added: 2019.]

The amount of capitalized internal costs for salaries and related benefits for development and redevelopment activities, other property improvements, and leasing activities were [removed: $8] [added: $9] million, $3 million, and $2 million, respectively, for [removed: 2019] [added: 2020] and [removed: $7] [added: $8] million, $3 million, and [removed: $6] [added: $2] million, respectively, for [removed: 2018.][added: 2019.]

Total capitalized costs were [removed: $471] [added: $494] million for [removed: 2019] [added: 2020] and [removed: $373] [added: $471] million for [removed: 2018,] [added: 2019,] respectively.

We consider qualitative and quantitative factors in evaluating the likelihood of a tenant exercising a below market renewal option and [removed: include such renewal options in the calculation of in-place lease value when we consider these to be bargain renewal options.]

We have [removed: 18] [added: 17] entities that meet the criteria of a VIE and are consolidated.

Net real estate assets related to VIEs included in our consolidated balance were approximately [added: $1.4 billion and] $1.5 billion [removed: for both] [added: as of] December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019, respectively,] and mortgage payables related to VIEs included in our consolidated balance sheets were approximately [removed: $469.2] [added: $413.7] million and [removed: $444.4] [added: $469.2] million, as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

In addition, we hold equity method investments in two hotel joint ventures and one shopping center which are considered variable interests in a [removed: VIE.][added: VIE as of December 31, 2020.]

[added: The] determination of the power to direct the activities that most significantly impact economic performance requires judgment and is impacted by numerous factors including the purpose of the VIE, contractual rights and obligations of variable interest holders, and mechanisms for the resolution of disputes among the variable interest holders.

| Date Acquired | | [added: | | | |] Property | | [added: | | | |] City/State | | [added: | | | |] Gross Leasable Area (GLA) | | [added: | | | |] Purchase Price | | | | [added: | |]

| | | | | | | [added: | | | | | | | | | | | |] (in square feet) | | [added: | | | |] (in millions) | | | | [added: | |]

| [removed: February 8, 2019] [added: January 10, 2020] | | [added: | | | |] Fairfax Junction | | [added: | | | |] Fairfax, Virginia | | [removed: 75,000] | | [added: | | 49,000 | | | | | |] $ | [removed: 22.5] [added: 22.3] | | [added: (1)] | [added: | |]

| [removed: Various 2019] [added: February 12, 2020] | | [added: | | | |] Hoboken [removed: (37] [added: (2] mixed-use buildings) | | [added: | | | |] Hoboken, New Jersey | | [removed: 158,000] | | [added: | | 12,000 | | | | | |] $ | [removed: 189.2] [added: 14.3] | | [removed: (1)] [added: (2)] | [added: | |]

[removed: On December 11, 2019, we received $154.7] [added: - $85.1] million [removed: in net proceeds] related to the sale under the threat of condemnation of 11.7 acres of San Antonio [removed: Center to a local school district ("the condemning authority").][added: Center,]

During the year ended December 31, [removed: 2019,] [added: 2020,] we sold three properties [added: (including The Shops at Sunset Place discussed above)] and one [removed: land parcel] [added: building] for a [removed: net] [added: total] sales price of [removed: $149.0] [added: $186.1] million, which resulted in a [removed: net] gain of [removed: $28.3] [added: $98.1] million.

During the year ended December 31, [removed: 2019,] [added: 2020,] we closed on the sale of [removed: 43] [added: the remaining two] condominium units at our [removed: Assembly Row and] Pike & Rose [removed: properties (combined), received] [added: property, receiving] proceeds net of closing costs of [removed: $20.1 million, and recognized a gain of $2.6 million, net of income taxes.][added: $2.1 million.]

[removed: 2019 Significant] [added: 2020 Significant] Debt and Equity Transactions

On [removed: January] [added: December] 31, [removed: 2019,] [added: 2020,] we [added: also] repaid the [removed: $20.3] [added: $3.6] million mortgage loan on [removed: Rollingwood Apartments,] [added: 29th Place,] at par, prior to its original maturity date.

On [removed: June 7, 2019,] [added: October 13, 2020,] we issued [removed: $300.0] [added: $400.0] million of fixed rate senior unsecured notes that mature on [removed: June] [added: February] 15, [removed: 2029] [added: 2026] and bear interest at [removed: 3.20%.][added: 1.25%.]

The notes were offered at [removed: 99.838%] [added: 99.339%] of the principal amount with a yield to maturity of [removed: 3.219%.][added: 1.379%.]

The [removed: August] [added: 3.50% senior] notes were offered at [removed: 103.813%] [added: 98.911%] of the principal [removed: amount,] [added: amount] with a yield to maturity of [removed: 2.744%.][added: 3.630%.]

[removed: On July 25, 2019, we amended our] [added: 2)Our $1.0 billion] revolving credit facility [removed: to increase our borrowing capacity to $1.0 billion and extend the maturity date to] [added: matures on] January 19, 2024, plus two six-month extensions at our option.

In connection with [removed: our] [added: the two buildings we acquired in] Hoboken, New Jersey [removed: acquisitions in 2019,] [added: on February 12, 2020,] we assumed [added: two] mortgage loans with a [added: net] face amount of [removed: $41.6] [added: $8.9] million and a fair value of [removed: $42.9 million, and entered into a new mortgage loan with a face amount of $56.5] [added: $9.0] million.

| [added: Description of Debt] | | [removed: Principal] | | | | [added: Original Debt Issued | | | | | | Principal Balance as of December 31, 2020 | | | | | |] Stated Interest [removed: Rate] [added: Rate as of December 31, 2020] | | | | [added: | |] Maturity Date | | [added: |]

[removed: | (2) | The] [added: 2)The] interest rates on these mortgages range from 3.91% to [removed: 5.00% and have maturity dates ranging from January 9, 2025 to May 31, 2029. |][added: 5.00%.]

Summary Financial Information

The following table includes select financial information that is helpful in understanding the trends in financial condition and the results of operations discussed throughout this Item 7.

and “Item 8.

Financial Statements and Supplementary Data.”

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (In thousands, except per share data and ratios) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income available for common shareholders | | | $ | 123,664 | | | | | $ | 345,824 | | | | | $ | 233,865 | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Earnings per common share, diluted: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income available to common shareholders | | | $ | 1.62 | | | | | $ | 4.61 | | | | | $ | 3.18 | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Dividends declared per common share | | | $ | 4.22 | | | | | $ | 4.14 | | | | | $ | 4.04 | | | | | | | | | | | | | | | | | | | | | | |

| Other Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Funds from operations available to common shareholders (2) | | | $ | 333,849 | | | | | $ | 465,819 | | | | | $ | 461,777 | | | | | | | | | | | | | | | | | | | | | | |

| EBITDAre(3) | | | $ | 501,813 | | | | | $ | 599,567 | | | | | $ | 595,558 | | | | | | | | | | | | | | | | | | | | | | |

| Ratio of EBITDAre to combined fixed charges and preferred share dividends(3)(4) | | | 2.7x | | | | | | 4.2x | | | | | | 4.2x | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | As of December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Real estate, at cost | | | $ | 8,582,870 | | | | | $ | 8,298,132 | | | | | $ | 7,819,472 | | | | | | | | | | | | | |

| Total assets | | | $ | 7,607,624 | | | | | $ | 6,794,992 | | | | | $ | 6,289,644 | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

affect these estimates is included in “Item 1A.

Policy beginning January 1, 2019, with our adoption of Accounting Standards Codification (ASC) 842, "Leases"

Policy prior to January 1, 2019

Prior to January 1, 2019, management estimates of collectability were considered when reserving for billed and accrued lease receivables and straight-line rent receivables.

Full and partial reserves were recorded when determined to be appropriate with a corresponding charge to bad debt expense.

The primary impact of the adoption of ASC 842, “Leases,” on our recognition of lease revenue relates to the upfront and ongoing assessment of the collectability of substantially all lease payments required by the new standard.

economic life of the asset and affect the amount of depreciation expense to be charged against both the current and future revenues.

The

*Self-Insurance*

We are self-insured for general liability costs up to predetermined retained amounts per claim, and we believe that we maintain adequate accruals to cover our retained liability.

We currently do not maintain third party stop-loss insurance policies to cover liability costs in excess of predetermined retained amounts.

Our accrual for self-insurance liability is determined by management and is based on claims filed and an estimate of claims projected to be incurred but not yet reported.

Management considers a number of factors, including third-party actuarial analysis, previous experience in our portfolio, and future increases in costs of claims, when making these determinations.

If our liability costs differ from these accruals, it will increase or decrease our net income.

2019 Property Acquisitions

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| September 13, 2019 | | San Antonio Center | | Mountain View, California | | 6,000 | | $ | 6.5 | | |

| November 15, 2019 | | Georgetowne Shopping Center | | Brooklyn, New York | | 147,000 | | $ | 83.7 | | |

(1) These acquisitions were completed through a newly formed joint venture, for which we own a 90% interest.

This property includes 123 residential units in addition to the GLA in the table above.

2019 Property Dispositions

As part of the transaction, the condemning authority will commence condemnation proceedings in order to terminate all existing leases they assumed at closing.

We have indemnified the condemning authority for all costs incurred related to the condemnation proceedings including any payments required to tenants at the property and expect the process will take several years to complete.

The consideration in the transaction is considered variable because we have agreed to indemnify the condemning authority for these costs.

Consequently, we have recorded a liability of $45.5 million to reflect our estimate of the final consideration, net of estimated condemnation proceeding costs and other transaction related costs.

The resulting net gain on sale is approximately $85.1 million.

The cost basis for the remaining condominium units as of December 31, 2019 is $1.7 million, and is included in "assets held for sale" on our consolidated balance sheets.

On August 21, 2019, we issued an additional $100.0 million senior notes of the same series and with the same terms.

The combined net proceeds from the note offerings after net issuance premium, underwriting fees, and other costs were $399.9 million, which were primarily used to repay our $275.0 million unsecured term loan, at par, on June 7, 2019 and for general corporate purposes.

Under the amended facility, the spread over LIBOR is 77.5 basis points based on our current credit rating.

In addition, we have an option (subject to bank approval) to increase the credit facility through an accordion feature to $1.5 billion.

The mortgage loans associated with our Hoboken acquisitions have the following contractual terms:

| | | (in millions) | | | | | | | | | |

| September 18, 2019 (date assumed) | | $ | 17.0 | | | 3.75 | % | | | July 1, 2042 | |

| November 26, 2019 (date originated) | | $ | 56.5 | | | LIBOR + 1.95% | | (1) | | December 15, 2029 | |

| November 26, 2019 (date assumed) | | $ | 5.7 | | | Various | | (2) | | Various | (2) |

| December 19, 2019 (date assumed) | | $ | 18.9 | | | Various | | (3) | | Various | (3) |

_____________________

| | |

The majority of our outstanding debt obligations (maturing at various times through [removed: 2046 or, with respect to finance lease obligations through 2106)] [added: 2046)] have fixed interest rates which limit the risk of fluctuating interest rates.

At December 31, [removed: 2019,] [added: 2020,] we had [removed: $3.4] [added: $3.9] billion of fixed-rate debt outstanding, including $56.5 million in mortgage payables that are effectively fixed by two interest rate swap agreements.

If market interest rates used to calculate the fair value on our fixed-rate debt instruments at December 31, [removed: 2019] [added: 2020] had been 1.0% higher, the fair value of those debt instruments on that date would have decreased by approximately [removed: $250.5] [added: $290.9] million.

If market interest rates used to calculate the fair value on our fixed-rate debt instruments at December 31, [removed: 2019] [added: 2020] had been 1.0% lower, the fair value of those debt instruments on that date would have increased by approximately [removed: $288.1] [added: $316.5] million.

Generally, we believe that our primary interest rate risk is due to fluctuations in interest rates on our [added: outstanding] variable rate debt.

At December 31, 2020, we had $400.0 million of variable rate debt outstanding (the principal balance on our unsecured term loan).

Based upon this amount of variable rate debt and the specific terms, if market interest rates increased 1.0%, our annual interest expense would increase approximately $4.0 million with a corresponding decrease in our net income and cash flows for the year.

Conversely, if market interest rates decreased 1.0%, our annual interest expense would decrease by approximately $4.0 million with a corresponding increase in our net income and cash flows for the year.

[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

At December 31, 2019, we had no variable rate debt outstanding.

As of December 31, [removed: 2019,] [added: 2020,] we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as [removed: 104] [added: 101] predominantly retail real estate projects comprising approximately [removed: 23.7] [added: 23.4] million square [added: feet.]

[removed: [Table] [added: [Table] of [removed: Contents](#sE0E8CFE64F465F7F837120AFED32E9BD)][added: Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)]

In total, the real estate projects were [removed: 94.2%] [added: 92.2%] leased and [removed: 92.5%] [added: 90.2%] occupied at December 31, [removed: 2019.][added: 2020.]

We have paid quarterly dividends to our shareholders continuously since our founding in 1962 and have increased our dividends per common share for [removed: 52] [added: 53] consecutive years.

Our principal executive offices are located at [removed: 1626 East Jefferson Street, Rockville,] [added: 909 Rose Avenue, North Bethesda,] Maryland 20852.

[removed: | • |] [added: -] provide increasing cash flow for distribution to shareholders; [removed: |]

[removed: | • |] [added: -] generate higher internal growth than the shopping center industry over the long term; [removed: |]

[removed: | • |] [added: -] provide potential for capital appreciation; and [removed: |]

[removed: | • |] [added: -] protect investor capital. [removed: |]

[removed: Our core operating strategy is to] [added: We] actively manage our properties to maximize rents and maintain occupancy levels by attracting and retaining a strong and diverse base of tenants and replacing less relevant, weaker, underperforming tenants with stronger ones.

[removed: | • |] [added: -] increasing rental rates through the renewal of expiring leases or the leasing of space to new tenants at higher rental rates while limiting vacancy and down-time; [removed: |]

[removed: | • |] [added: -] maintaining a diversified tenant base, thereby limiting exposure to any one tenant’s financial or operating difficulties; [removed: |]

[removed: | • |] [added: -] monitoring the merchandising mix of our tenant base to achieve a balance of strong national and regional tenants with local specialty tenants; [removed: |]

[removed: | • |] [added: -] minimizing overhead and operating costs; [removed: |]

[removed: | • |] [added: -] monitoring the physical appearance of our properties and the construction quality, condition and design of the buildings and other improvements located on our properties to maximize our ability to attract customers and thereby generate higher rents and occupancy rates; [removed: |]

[removed: | • |] [added: -] developing local and regional market expertise in order to capitalize on market and retailing trends; [removed: |]

[removed: | • |] [added: -] leveraging the contacts and experience of our management team to build and maintain long-term relationships with tenants; [removed: |]

[removed: | • |] [added: -] providing exceptional customer service; and [removed: |]

[removed: | • |] [added: -] creating an experience at many of our properties that is identifiable, unique and serves the surrounding communities to help insulate these properties and the tenants at these properties from the impact of on-line retailing. [removed: |]

[removed: | • |] [added: -] renovating, expanding, reconfiguring and/or retenanting our existing properties to take advantage of under-utilized land or existing square footage to increase revenue; [removed: |]

[removed: | • |] [added: -] renovating or expanding tenant spaces for tenants capable of producing higher sales, and therefore, paying higher rents; [removed: |]

[removed: | • |] [added: -] acquiring quality retail and mixed-use properties located in densely populated and/or affluent areas where barriers to entry for further development are high, and that have possibilities for enhancing operating performance and creating value through renovation, expansion, reconfiguration and/or retenanting; and [removed: |]

[removed: | • |] [added: -] developing the retail portions of mixed-use properties and developing or otherwise investing in non-retail portions of mixed-use properties we already own in order to capitalize on the overall value created in these properties. [removed: |]

[removed: | • |] [added: -] the expected returns in relation to our short and long-term cost of capital as well as the anticipated risk we will face in achieving the expected returns; [removed: |]

[removed: | • |] [added: -] the anticipated growth rate of operating income generated by the property; [removed: |]

[removed: | • |] [added: -] the ability to increase the long-term value of the property through redevelopment and retenanting; [removed: |]

[removed: | • |] [added: -] the tenant mix at the property, tenant sales performance and the creditworthiness of those tenants; [removed: |]

[removed: | • |] [added: -] the geographic area in which the property is located, including the population density, household incomes, education levels, as well as the population and income trends in that geographic [removed: area; |][added: area.]

[removed: | • |] [added: -] competitive conditions in the vicinity of the property, including gross leasable area (GLA) per capita, competition for tenants and the ability of others to create competing properties through redevelopment, new construction or renovation; [removed: |]

[removed: | • |] [added: -] access to and visibility of the property from existing roadways and the potential for new, widened or realigned, roadways within the property’s trade area, which may affect access and commuting and shopping patterns; [removed: |]

[removed: | • |] [added: -] the level and success of our existing investments in the market area; [removed: |]

[removed: | • |] [added: -] the current market value of the land, buildings and other improvements and the potential for increasing those market values; and [removed: |]

[removed: | • |] [added: -] the physical condition of the land, buildings and other improvements, including the structural and environmental condition. [removed: |]

[removed: | • |] [added: -] maintaining a prudent level of overall leverage and an appropriate pool of unencumbered properties that is sufficient to support our unsecured borrowings; [removed: |]

[removed: | • |] [added: -] managing our exposure to variable-rate debt; [removed: |]

[removed: | • |] [added: -] maintaining [removed: an] [added: sufficient levels of cash and] available line of credit to fund operating and investing needs on a short-term basis; [removed: |]

[removed: | • |] [added: -] taking advantage of market opportunities to refinance existing debt, reduce interest costs and manage our debt maturity schedule so that a significant portion of our debt relative to our size does not mature in any one year; [removed: |]

[removed: | • |] [added: -] selling properties that have limited growth potential or are not a strategic fit within our overall portfolio and redeploying the proceeds to redevelop, renovate, retenant and/or expand our existing properties, acquire new properties or reduce debt; and [removed: |]

[removed: | • |] [added: -] utilizing the most advantageous long-term source of capital available to us to finance redevelopment and acquisition opportunities, which may include: [removed: |]

[removed: | ◦ | the] [added: ◦the] sale of our equity or debt securities through public offerings, including our at-the-market ("ATM") equity program in which we may from time to time offer and sell common shares, or private placements, [removed: |]

While the ongoing COVID-19 pandemic is impacting us in the short-term, our long-term focus has not changed.

While managing through the ongoing COVID-19 pandemic has resulted in short-term deviations, our long-term core operating strategy has not changed.

We continuously evaluate and assess our operating strategies to ensure they are effective and put us in the best position to address changes in the market.

[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

This may from time to time include the evaluation of new markets;

As a result of the ongoing COVID-19 pandemic and its impact on our cash flows, we have been currently maintaining levels of cash significantly in excess of the cash balances we have historically maintained.

[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

Human Capital

*Diversity and Inclusion*

We are an Equal Opportunity/Affirmative action employer, and strive to maintain a workplace that is free from discrimination on the basis of race, color, religion, sex, sexual orientation, nationality, disability, or protected Veteran status.

*Health, Safety, and Wellness*

We are committed to the health, safety, and wellness of our employees, and foster an environment that allows our people to succeed while balancing work and life.

We provide our employees with access to health and wellness programs, which includes benefits that support both physical and mental health.

In response to the COVID-19 pandemic, we implemented significant changes that were in the best interest of our employees and to comply with government regulations.

This includes having the majority of our employees working remotely, as well as implementing additional safety measures for employees continuing to work in our offices.

*Compensation and Benefits*

We provide competitive pay and benefits including health, dental, vision, short and long-term disability, life insurance and a 401(k) retirement program, as well as a generous paid time off program that includes vacation, sick, and personal leave.

In addition to our equity awards program, we also offer a quarterly recognition program, as well as rewarding employees with spot bonuses for stellar performance or going above and beyond the base requirements of their job description.

*Talent Development*

Employees have access to a variety of different training courses, books, book summaries and audio books, and an array of source materials covering a myriad of different business and soft skills training subjects.

Additionally, we provide reimbursement for tuition and professional licensures.

*Community Involvement*

Giving back to the community is an integral part of who we are and what we do.

We provide ample ways to give back through programs at our properties or charitable endeavors and volunteer opportunities that also serve as team building exercises for our employees.

Impacts of COVID-19 Pandemic

In March 2020, the World Health Organization declared the outbreak of novel coronavirus disease ("COVID-19") as a pandemic.

While we currently expect the impact to our properties is temporary in nature, the extent of the future effects of COVID-19 on our business, operating strategies, results of operations, cash flows, and growth prospects is highly uncertain and

[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

will ultimately depend on future developments, none of which can be predicted with any certainty.

Refer to [Item 7](#ia6f89e26dc2a410293fd3b9fac7312e1_40) for further discussion of the impacts of COVID-19 on our business.

Please see Item 1A.

"Risk Factors - Risk Factors Related to our REIT Status and Other Laws and Regulations" for further discussion of potential material effects of our compliance with government regulation, including environmental regulations and the rules governing REITS.

[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

practicable after we electronically file the material with, or furnish the material to, the Securities and Exchange Commission, or the SEC.

feet.

| | |

| --- | --- |

Employees

Under the Code, REITs are

[Table of Contents](#sE0E8CFE64F465F7F837120AFED32E9BD)

[removed: [Table] [added: [Table] of [removed: Contents](#sE0E8CFE64F465F7F837120AFED32E9BD)][added: Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)]

[removed: FORM 10-K][added: FORM 10-K]

| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO THE SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

Commission file [removed: number: 1-07533][added: number: 1-07533]

| Maryland | | [added: | | | |] 52-0782497 | [added: | |]

| (State of Organization) | | [added: | | | |] (IRS Employer Identification No.) | [added: | |]

[removed: (301) 998-8100][added: (301) 998-8100]

| Title of Each Class | [added: | |] Trading Symbol | [added: | |] Name of Each Exchange On Which Registered | [added: | |]

| Common Shares of Beneficial Interest | [added: | |] FRT | [added: | |] New York Stock Exchange | [added: | |]

| $.01 par value per share, with associated Common Share Purchase Rights | | | [added: | | | | | |]

| Depositary Shares, each representing 1/1000 of a share | [added: | |] FRT-C | [added: | |] New York Stock Exchange | [added: | |]

| of 5.00% Series C Cumulative Redeemable Preferred Stock, $.01 par value per share | | | [added: | | | | | |]

| Large accelerated filer | [added: | |] ☒ | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |]

| Non-accelerated filer | [added: | |] ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |]

| | | [added: | | | |] Emerging growth company | [added: | |] ☐ | [added: | |]

| If an emerging growth company, indicate by checkmark if the registrant has elected not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | | | [added: | | | | | |] ☐ | [added: | |]

The aggregate market value of the registrant's common shares held by non-affiliates of the registrant, based upon the closing sales price of the registrant's common shares on June 30, [removed: 2019] [added: 2020] was [removed: $9.7] [added: $6.4] billion.

The number of registrant’s common shares outstanding on February [removed: 5, 2020] [added: 8, 2021] was [removed: 75,651,842.][added: 76,747,943.]

FISCAL YEAR [removed: ENDED DECEMBER] [added: ENDED DECEMBER] 31, [removed: 2019][added: 2020]

Portions of the Registrant’s Proxy Statement to be filed with the Securities and Exchange Commission for the Registrant’s [removed: 2019] annual meeting of shareholders to be held in May [removed: 2020] [added: 2021] will be incorporated by reference into Part III hereof.

| PART I | | | [added: | | | | | |]

| Item 1. | [added: | |] Business | [removed: [3](#sF12C3EB19DAB5EDBA812507EFCB2972F)] | [added: | [3](#ia6f89e26dc2a410293fd3b9fac7312e1_13) | | |]

| Item 1A. | [added: | |] Risk Factors | [removed: [8](#s0BAEA5BAC8B35FCDA99C601C80DC55FE)] | [added: | [8](#ia6f89e26dc2a410293fd3b9fac7312e1_16) | | |]

| Item 1B. | [added: | |] Unresolved Staff Comments | [removed: [17](#sC0D1D597565F5FB9BBF5600C3CF79E76)] | [added: | [18](#ia6f89e26dc2a410293fd3b9fac7312e1_19) | | |]

| Item 2. | [added: | |] Properties | [removed: [18](#sF2F2F26A2FEB585D8DC0D9A42F9CF9B3)] | [added: | [18](#ia6f89e26dc2a410293fd3b9fac7312e1_22) | | |]

| Item 3. | [added: | |] Legal Proceedings | [removed: [26](#sF857A0997F145F1E8E9F1CB1DD687369)] | [added: | [27](#ia6f89e26dc2a410293fd3b9fac7312e1_25) | | |]

| Item 4. | [added: | |] Mine Safety Disclosures | [removed: [27](#sFF2943BF45B3549C89778B4C8C64ED24)] | [added: | [27](#ia6f89e26dc2a410293fd3b9fac7312e1_28) | | |]

| PART II | | | [added: | | | | | |]

| Item 5. | [added: | |] Market for Our Common Equity and Related Shareholder Matters and Issuer Purchases of Equity Securities | [removed: [28](#sF41204C1FC345E6CA09AA22849D3E82F)] | [added: | [28](#ia6f89e26dc2a410293fd3b9fac7312e1_34) | | |]

| Item 6. | [added: | |] Selected Financial Data | [removed: [31](#s805F1DF8582C5B148C6C207D977FF362)] | [added: | [30](#ia6f89e26dc2a410293fd3b9fac7312e1_1786) | | |]

| Item 7. | [added: | |] Management’s Discussion and Analysis of Financial Condition and Results of Operations | [removed: [33](#s750793980D6850BEA8A9FAEDF1D643D4)] | [added: | [30](#ia6f89e26dc2a410293fd3b9fac7312e1_40) | | |]

| Item 7A. | [added: | |] Quantitative and Qualitative Disclosures About Market Risk | [removed: [49](#s7CA66A9EDBB751DF9A94E723DCDCCA41)] | [added: | [51](#ia6f89e26dc2a410293fd3b9fac7312e1_49) | | |]

| Item 8. | [added: | |] Financial Statements and Supplementary Data | [removed: [49](#sEE57ADA8F6335EBCA1F0146B59CE9232)] | [added: | [52](#ia6f89e26dc2a410293fd3b9fac7312e1_52) | | |]

| Item 9. | [added: | |] Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | [removed: [49](#sA705567CC3955C5E992633E39F9B2CC9)] | [added: | [52](#ia6f89e26dc2a410293fd3b9fac7312e1_55) | | |]

| Item 9A. | [added: | |] Controls and Procedures | [removed: [49](#sB42DC20DF3EF544085551BBB79F246BC)] | [added: | [52](#ia6f89e26dc2a410293fd3b9fac7312e1_58) | | |]

| Item 9B. | [added: | |] Other Information | [removed: [50](#s2FC74C72033253E1AB32072ABD1A16EA)] | [added: | [53](#ia6f89e26dc2a410293fd3b9fac7312e1_61) | | |]

| PART III | | | [added: | | | | | |]

| Item 10. | [added: | |] Trustees, Executive Officers and Corporate Governance | [removed: [51](#sEF4B3DA7C129553F9984BDFCF0A65EEA)] | [added: | [54](#ia6f89e26dc2a410293fd3b9fac7312e1_67) | | |]

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909 Rose Avenue, Suite 200, North Bethesda, Maryland 20852

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| Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. | | | | | | | | | ☒ | | |

[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

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| SIGNATURES | | | | | | [59](#ia6f89e26dc2a410293fd3b9fac7312e1_94) | | |

[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

- risks related to natural disasters, climate change and public health crises (such as the outbreak and worldwide spread of COVID-19), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address them, may precipitate or materially exacerbate one or more of the above-mentioned risks, and may significantly disrupt or prevent us from operating our business in the ordinary course for an extended period.

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1626 East Jefferson Street, Rockville, Maryland 20852

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| SIGNATURES | | [56](#s4CC61E15E51058AE804A9EC1C65BA32E) |

[Table of Contents](#sE0E8CFE64F465F7F837120AFED32E9BD)

As of December 31, [removed: 2019,] [added: 2020,] we owned or had a majority ownership interest in community and neighborhood shopping centers and mixed-used properties which are operated as [removed: 104] [added: 101] predominantly retail real estate projects comprising approximately [removed: 23.7] [added: 23.4] million square feet.

No single commercial or residential property accounted for over 10% of our [removed: 2019] [added: 2020] total revenue.

As of December 31, [removed: 2019,] [added: 2020,] we had approximately [removed: 3,000] [added: 2,800] commercial leases and 2,700 residential leases, with tenants ranging from sole proprietors to major national and international retailers.

No one tenant or affiliated group of tenants accounted for more than [removed: 2.6%] [added: 3.6%] of our annualized base rent as of December 31, [removed: 2019.][added: 2020.]

Our [removed: 104] [added: 101] real estate projects are located in [removed: 12] [added: 11] states and the District of Columbia.

The following table shows the number of projects, the gross leasable area (“GLA”) of commercial space and the percentage of total portfolio gross leasable area of commercial space in each state as of December 31, [removed: 2019.][added: 2020.]

| State | | [added: | | | |] Number [removed: of Projects] [added: of Projects] | | | [added: | | |] Gross [removed: Leasable Area] [added: Leasable Area] | | | [removed: Percentage of Gross Leasable Area] | | [added: | Percentage of Gross Leasable Area | | |]

| | | [added: | | | |] (In square feet) | | | | | | | | [added: | | | | | | |]

| [removed: Pennsylvania(1)] [added: Pennsylvania(2)] | | [added: | | | |] 10 | | | [removed: 2,247,000] | | | [added: 2,216,000 | | | | | |] 9.5 | [added: |] % |

| New Jersey | | [added: | | | |] 7 | | | [removed: 1,887,000] | | | [removed: 8.0] [added: 1,893,000] | [added: | | | | | 8.1 | |] % |

| New York | | [added: | | | |] 7 | | | [removed: 1,366,000] | | | [removed: 5.8] [added: 1,374,000] | [added: | | | | | 6.0 | |] % |

| Illinois | | [added: | | | |] 4 | | | [removed: 797,000] | | | [added: 798,000 | | | | | |] 3.4 | [added: |] % |

| Michigan | | [added: | | | |] 1 | | | [removed: 217,000] | | | [added: 215,000 | | | | | |] 0.9 | [added: |] % |

| District of Columbia | | [removed: 2] | | | [removed: 170,000] | [added: 1] | | [removed: 0.7] | [added: | | | 119,000 | | | | | | 0.5 | |] % |

| Total | | [removed: 104] | | | [removed: 23,676,000] | [added: 101] | | [added: | | | | 23,378,000 | | | | | |] 100.0 | [added: |] % |

[removed: | (1) | Additionally,] [added: (2)Additionally,] we own two participating mortgages [removed: totaling] [added: with a net carrying value of] approximately [removed: $30.4] [added: $30.3] million secured by multiple buildings in Manayunk, Pennsylvania. [removed: |]

Leases on residential units are generally for a period of one year or less and, in [removed: 2019,] [added: 2020,] represented approximately [removed: 9.1%] [added: 10.3%] of total rental income.

[removed: [Table] [added: [Table] of [removed: Contents](#sE0E8CFE64F465F7F837120AFED32E9BD)][added: Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)]

The following table sets forth the schedule of lease expirations for our commercial leases in place as of December 31, [removed: 2019] [added: 2020] for each of the 10 years beginning with [removed: 2020] [added: 2021] and after [removed: 2029] [added: 2030] in the aggregate assuming that none of the tenants exercise future renewal options.

Annualized base rents reflect in-place contractual rents as of December 31, [removed: 2019.][added: 2020.]

| Year of Lease Expiration | | [removed: Leased Square Footage Expiring] | | | [removed: Percentage of] [added: |] Leased [removed: Square Footage Expiring] [added: Square Footage Expiring] | | | [removed: Annualized Base Rent Represented by Expiring] [added: | | | Percentage of Leased Square Footage Expiring | | | | | | Annualized Base Rent Represented by Expiring] Leases | | | | [added: | |] Percentage of Annualized Base Rent Represented by Expiring Leases | | [added: |]

During [removed: 2018,] [added: 2020,] we signed leases for a total of [removed: 1,972,000] [added: 1,756,000] square feet of retail space including [removed: 1,874,000] [added: 1,666,000] square feet of comparable space leases (leases for which there was a prior tenant) at an average rental increase of [removed: 12%] [added: 3%] on a cash basis.

New leases for comparable spaces were signed for [removed: 796,000] [added: 595,000] square feet at an average rental increase of [removed: 25%] [added: 4%] on a cash basis.

Renewals for comparable spaces were signed for [removed: 1,078,000] [added: 1,071,000] square feet at an average rental increase of [removed: 4%] [added: 2%] on a cash basis.

Tenant improvements and incentives for comparable spaces were [removed: $27.09] [added: $31.49] per square foot, of which, [removed: $61.02] [added: $84.12] per square foot was for new leases and [removed: $2.02] [added: $2.25] per square foot was for renewals in [removed: 2018.][added: 2020.]

The comparison between [removed: average] [added: annual] rent for expiring leases and new leases is determined by including minimum rent and percentage rent paid on the expiring lease and minimum rent and in some instances, projections of first lease year percentage rent, to be paid on the new lease.

[added: Tenant improvements and incentives include the total] dollars committed for the improvement (fit out) of a space as it relates to a specific lease and, except for redevelopments, may [added: also include base building costs (i.e. expansion, escalators or new entrances) which are required to make the space leasable.]

[added: Costs] related to redevelopments require judgment by management in determining what reflects base building costs and thus, is not [added: included in the "tenant improvements and incentives" amount.]

The leases signed in [removed: 2019] [added: 2020] generally become effective over the following two years though some may not become effective until [removed: 2022] [added: 2023] and beyond.

However, [removed: these] [added: our historical] increases [added: in rental rates] do provide information about the tenant/landlord relationship and the potential increase we may achieve in rental income over time.

Historically, we have executed comparable space leases for 1.3 to 1.9 million square feet of retail space each [removed: year and expect the volume for 2020 will be in line with our historical averages with overall positive increases in rental income.][added: year.]

[added: Although we expect overall positive increases in annual rent for comparable spaces,] changes in [removed: rental income associated with] [added: annual rent for any] individual [removed: signed] [added: lease or combinations of individual] leases [removed: on comparable spaces] [added: reported in any particular period] may be positive or [removed: negative,] [added: negative] and we can provide no assurance that the [added: annual] rents on [removed: new] [added: comparable space] leases will continue to increase at [removed: the above disclosed] [added: historical] levels, if at all.

The following table sets forth information concerning all real estate projects in which we owned an equity interest, had a leasehold interest, or otherwise controlled and are consolidated as of December 31, [removed: 2019.][added: 2020.]

| Property, City, State, Zip Code | | [added: | | | |] Year Completed | | [added: | | | |] Year Acquired | | [added: | | | |] Square Feet(1) /Apartment Units | | [added: | | | |] Average Base Rent Per Square Foot(2) | | [added: | | | |] Percentage Leased(3) | | [added: | | | |] Principal Tenant(s) | [added: | |]

| California | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Azalea South Gate, CA [removed: 90280(5)(9)] [added: 90280(5)(8)] | | [added: | | | |] 2014 | | [added: | | | |] 2017 | | [added: | | | |] 223,000 | | [removed: $29.03] | | [removed: 100 %] | | [added: $29.15 | | | | | | 99% | | | | | |] Marshalls Ross Dress for Less Ulta Michaels | [added: | |]

| Bell Gardens Bell Gardens, CA [removed: 90201(4)(5)(9)] [added: 90201(4)(5)(8)] | | [added: | | | |] 1990, 2003, 2006 | | [added: | | | |] 2017/2018 | | [added: | | | |] 330,000 | | [removed: $22.24] | | [removed: 92 %] | | [added: $22.77 | | | | | | 92% | | | | | |] Food4Less Marshalls Ross Dress for Less Bob's Discount Furniture | [added: | |]

| Colorado Blvd Pasadena, CA 91103(4) | | [added: | | | |] 1905-1988 | | [removed: 1996/1998] | | [removed: 61,000] | | [removed: $47.20] [added: 1998] | | [added: | | | | 42,000 | | | | | | $55.34 | | | | | |] 100 % | | [removed: Pottery Barn] [added: | | | |] Banana Republic True Food Kitchen | [added: | |]

| | | | | | [removed: 12] [added: | | | | | | | 2] Units | | [added: | | | |] N/A | | [added: | | | |] 100 % | | | | [added: | | | | | | | | | | |]

| Crow Canyon Commons San Ramon, CA 94583 | | [added: | | | |] 1980, 1998, 2006 | | [added: | | | |] 2005/2007 | | [removed: 241,000] | | [removed: $29.59] | | [removed: 88 %] [added: 243,000] | | [added: | | | | $29.89 | | | | | | 98% | | | | | |] Sprouts Total Wine & More Rite Aid | [added: | |]

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| California | | | | | | 20 | | | | | | 5,496,000 | | | | | | 23.5 | | % |

| Maryland(1) | | | | | | 20 | | | | | | 4,397,000 | | | | | | 18.8 | | % |

| Virginia | | | | | | 17 | | | | | | 3,726,000 | | | | | | 15.9 | | % |

| Massachusetts | | | | | | 8 | | | | | | 1,988,000 | | | | | | 8.5 | | % |

| Florida | | | | | | 3 | | | | | | 799,000 | | | | | | 3.4 | | % |

| Connecticut | | | | | | 3 | | | | | | 357,000 | | | | | | 1.5 | | % |

(1)Additionally, we acquired two mortgages in September 2020 with a net carrying value of approximately $9.6 million secured by a shopping center in Rockville, Maryland.

[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

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| 2021 | | | | | | 1,490,000 | | | | | | 7 | | % | | | | $ | 50,066,000 | | | | | 8 | | % |

| 2022 | | | | | | 2,785,000 | | | | | | 13 | | % | | | | 72,388,000 | | | | | | 11 | | % |

| 2023 | | | | | | 2,288,000 | | | | | | 11 | | % | | | | 69,085,000 | | | | | | 11 | | % |

| 2024 | | | | | | 3,280,000 | | | | | | 15 | | % | | | | 84,926,000 | | | | | | 14 | | % |

| 2025 | | | | | | 2,465,000 | | | | | | 12 | | % | | | | 72,881,000 | | | | | | 12 | | % |

| 2026 | | | | | | 1,659,000 | | | | | | 8 | | % | | | | 50,531,000 | | | | | | 8 | | % |

| 2027 | | | | | | 1,457,000 | | | | | | 7 | | % | | | | 56,154,000 | | | | | | 9 | | % |

| 2028 | | | | | | 1,281,000 | | | | | | 6 | | % | | | | 39,264,000 | | | | | | 6 | | % |

| 2029 | | | | | | 1,334,000 | | | | | | 6 | | % | | | | 44,126,000 | | | | | | 7 | | % |

| 2030 | | | | | | 1,193,000 | | | | | | 6 | | % | | | | 40,297,000 | | | | | | 6 | | % |

| Thereafter | | | | | | 1,857,000 | | | | | | 9 | | % | | | | 50,087,000 | | | | | | 8 | | % |

| Total | | | | | | 21,089,000 | | | | | | 100 | | % | | | | $ | 629,805,000 | | | | | 100 | | % |

As a result of accommodations made to certain tenants to help them to stay open during and after the COVID-19 pandemic, we have found it necessary to exercise more judgement in 2020 than in prior years in order to appropriately reflect the comparability of spaces in the calculation.

We expect some rental rates to be negatively impacted by the COVID-19 pandemic, which we started experiencing in the second quarter of 2020.

We expect the volume for 2021 will be in line with, or potentially exceed our historical averages given a larger amount of current vacancy as a result of COVID-19.

[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

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[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

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| Property, City, State, Zip Code | | | | | | Year Completed | | | | | | Year Acquired | | | | | | Square Feet(1) /Apartment Units | | | | | | Average Base Rent Per Square Foot(2) | | | | | | Percentage Leased(3) | | | | | | Principal Tenant(s) | | |

[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

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| Property, City, State, Zip Code | | | | | | Year Completed | | | | | | Year Acquired | | | | | | Square Feet(1) /Apartment Units | | | | | | Average Base Rent Per Square Foot(2) | | | | | | Percentage Leased(3) | | | | | | Principal Tenant(s) | | |

[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| California | | 20 | | | 5,119,000 | | | 21.6 | % |

| Maryland | | 20 | | | 4,349,000 | | | 18.4 | % |

| Virginia | | 17 | | | 3,685,000 | | | 15.5 | % |

| Massachusetts | | 8 | | | 1,978,000 | | | 8.3 | % |

| Florida | | 4 | | | 1,309,000 | | | 5.5 | % |

| Connecticut | | 3 | | | 394,000 | | | 1.7 | % |

| North Carolina | | 1 | | | 158,000 | | | 0.7 | % |

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| --- | --- |

| | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2020 | | 1,786,000 | | | 8 | % | | $ | 50,041,000 | | | 8 | % |

| 2021 | | 2,469,000 | | | 11 | % | | 72,709,000 | | | | 11 | % |

| 2022 | | 2,943,000 | | | 14 | % | | 77,883,000 | | | | 12 | % |

| 2023 | | 2,453,000 | | | 11 | % | | 74,976,000 | | | | 12 | % |

| 2024 | | 3,301,000 | | | 15 | % | | 85,620,000 | | | | 14 | % |

| 2025 | | 2,026,000 | | | 9 | % | | 58,415,000 | | | | 9 | % |

| 2026 | | 1,067,000 | | | 5 | % | | 34,694,000 | | | | 5 | % |

| 2027 | | 1,299,000 | | | 6 | % | | 50,746,000 | | | | 8 | % |

| 2028 | | 1,188,000 | | | 6 | % | | 38,455,000 | | | | 6 | % |

| 2029 | | 1,322,000 | | | 6 | % | | 41,396,000 | | | | 7 | % |

| Thereafter | | 2,025,000 | | | 9 | % | | 50,644,000 | | | | 8 | % |

| Total | | 21,879,000 | | | 100 | % | | $ | 635,579,000 | | | 100 | % |

Tenant improvements and incentives include the total

also include base building costs (i.e. expansion, escalators or new entrances) which are required to make the space leasable.

Costs

included in the "tenant improvements and incentives" amount.

However,

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Sam's Park & Shop Washington, DC 20008 | | 1930 | | 1995 | | 51,000 | | $39.22 | | 94 % | | Target |

| The Shops at Sunset Place South Miami, FL 33143(5)(9) | | 1999 | | 2015 | | 523,000 | | $17.26 | | 62 % | | AMC L.A. Fitness Barnes & Noble Restoration Hardware Outlet |

| | | | | | 7 Units | | N/A | | 100 % | | | |

| | | | | | 123 Units | | N/A | | 97 % | | | |

| North Carolina | | | | | | | | | | | | |

| Eastgate Crossing Chapel Hill, NC 27514 | | 1963 | | 1986 | | 158,000 | | $28.23 | | 89 % | | Trader Joe's Ulta Stein Mart Petco |

| Total All Regions—Retail(10) | | | | | | 23,676,000 | | $29.05 | | 94% | | |

| Total All Regions—Residential | | | | | | 2,788 units | | | | 96% | | |

[removed: [Table] [added: [Table] of [removed: Contents](#sE0E8CFE64F465F7F837120AFED32E9BD)][added: Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)]

| | [added: | |] Price Per Share | | | | | | | | [removed: Dividends Declared Per] [added: | | | | Dividends Declared Per] Share | | |

| High | | | | [added: | |] Low | | | | | | | | [added: | | | |]

| 2019 | | | | | | | | | | | | [added: | | | | | |]

| Fourth quarter | [added: | |] $ | 141.35 | | | [added: | |] $ | 126.69 | | | [added: | |] $ | 1.050 | |

| Third quarter | [added: | |] $ | 137.14 | | | [added: | |] $ | 126.11 | | | [added: | |] $ | 1.050 | |

| Second quarter | [added: | |] $ | 139.03 | | | [added: | |] $ | 126.29 | | | [added: | |] $ | 1.020 | |

| First quarter | [added: | |] $ | 139.29 | | | [added: | |] $ | 115.09 | | | [added: | |] $ | 1.020 | |

On February [removed: 5, 2020,] [added: 8, 2021,] there were [removed: 2,378] [added: 2,307] holders of record of our common shares.

We have paid quarterly dividends to our shareholders continuously since our founding in 1962 and have increased our regular annual dividend rate for [removed: 52] [added: 53] consecutive years.

Our total annual dividends paid per common share for [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] were [removed: $4.11] [added: $4.21] per share and [removed: $4.02] [added: $4.11] per share, respectively.

No assurances can be given regarding what portion, if any, of distributions in [removed: 2020] [added: 2021] or subsequent years will constitute a return of capital for federal income tax purposes.

| | [added: | |] Year [removed: Ended December] [added: Ended December] 31, | | | | | | | [added: | |]

| Ordinary dividend | [added: | |] $ | [removed: 4.110] [added: 3.452] | | | [added: | |] $ | [removed: 3.859] [added: 4.110] | |

| Ordinary dividend eligible for 15% rate | [added: | |] — | | | | [removed: 0.161] | | [added: —] | [added: | |]

[removed: [Table] [added: [Table] of [removed: Contents](#sE0E8CFE64F465F7F837120AFED32E9BD)][added: Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)]

The following performance graph compares the cumulative total shareholder return on Federal Realty's common shares with the S&P 500 Index and the index of equity real estate investment trusts prepared by the National Association of Real Estate Investment Trusts ("NAREIT") for the five fiscal years commencing December 31, [removed: 2014,] [added: 2015,] and ending December 31, [removed: 2019,] [added: 2020,] assuming an investment of $100 and the reinvestment of all dividends into additional common shares during the holding period.

[removed: ][added: ]

During the three months ended December 31, [removed: 2019,] [added: 2020,] we [removed: issued 17,035] [added: did not issue any] common shares in connection with the redemption of operating partnership units.

Any [removed: other] equity securities sold by us during [removed: 2019] [added: 2020] that were not registered have been previously reported in a Quarterly Report on Form 10-Q.

During [removed: 2019, 10,501] [added: 2020, 2,100] restricted common shares were forfeited by former employees.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2020 | | | | | | | | | | | | | | | | | |

| Fourth quarter | | | $ | 97.00 | | | | | $ | 67.01 | | | | | $ | 1.060 | |

| Third quarter | | | $ | 90.09 | | | | | $ | 70.69 | | | | | $ | 1.060 | |

| Second quarter | | | $ | 105.49 | | | | | $ | 64.11 | | | | | $ | 1.050 | |

| First quarter | | | $ | 131.56 | | | | | $ | 65.55 | | | | | $ | 1.050 | |

The impact of COVID-19 on our cash flow may impact our ability to pay dividends at the current rate, at an increased rate, and in the current format or at all.

| 2020 | | | | | | 2019 | | | | | |

| Return of capital | | | 0.758 | | | | | | — | | |

| | | | $ | 4.210 | | | | | $ | 4.110 | |

Distributions on our 5.0% Series C Cumulative Redeemable Preferred Shares were paid at the rate of $1.250 per depositary share per annum, commencing on the issuance date of September 29, 2017.

[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

| 2018 | | | | | | | | | | | |

| Fourth quarter | $ | 135.68 | | | $ | 115.22 | | | $ | 1.020 | |

| Third quarter | $ | 131.72 | | | $ | 120.00 | | | $ | 1.020 | |

| Second quarter | $ | 128.00 | | | $ | 110.66 | | | $ | 1.000 | |

| First quarter | $ | 134.20 | | | $ | 106.41 | | | $ | 1.000 | |

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| 2019 | | | | 2018 | | | |

| | $ | 4.110 | | | $ | 4.020 | |

Distributions on our 5.0% Series C Cumulative Redeemable

Preferred Shares (which were issued September 29, 2017) were declared at the rate of $1.25 per depositary share per annum, and the first payment date was January 16, 2018.

In 2018, dividends paid per depositary share were $1.306 due to the timing of issuance.

Such shares of common stock were issued in reliance on Section 4(a)(2) of the Securities Act.

None.

The following table includes certain financial information on a consolidated historical basis.

You should read this section in conjunction with “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8.

Financial Statements and Supplementary Data.”

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| | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | |

| 2019 | | | | | 2018 | | | | | 2017 | | | | | 2016 | | | | | 2015 | | | | |

| (In thousands, except per share data and ratios) | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating Data: | | | | | | | | | | | | | | | | | | | | | | | | |

| Rental income | $ | 932,738 | | | | $ | 912,287 | | | | $ | 854,286 | | | | $ | 797,598 | | | | $ | 739,622 | | |

| Property operating income(1) | $ | 637,030 | | | | $ | 627,566 | | | | $ | 584,619 | | | | $ | 547,979 | | | | $ | 510,595 | | |

| Gain on sale of real estate and change in control of interests, net | $ | 116,393 | | | | $ | 11,915 | | | | $ | 77,922 | | | | $ | 32,458 | | | | $ | 28,330 | | |

| Operating income | $ | 470,911 | | | | $ | 361,636 | | | | $ | 410,210 | | | | $ | 353,453 | | | | $ | 328,484 | | |

| Net income | $ | 360,542 | | | | $ | 249,026 | | | | $ | 297,870 | | | | $ | 258,883 | | | | $ | 218,424 | | |

| Net income available for common shareholders | $ | 345,824 | | | | $ | 233,865 | | | | $ | 287,456 | | | | $ | 249,369 | | | | $ | 209,678 | | |

| Net cash provided by operating activities | $ | 461,919 | | | | $ | 516,688 | | | | $ | 458,828 | | | | $ | 427,672 | | | | $ | 371,808 | | |

| Net cash used in investing activities | $ | (316,532 | ) | | | $ | (192,247 | ) | | | $ | (837,922 | ) | | | $ | (590,221 | ) | | | $ | (355,353 | ) | |

| Net cash (used in) provided by financing activities | $ | (100,105 | ) | | | $ | (241,309 | ) | | | $ | 369,445 | | | | $ | 168,838 | | | | $ | (42,188 | ) | |

| Earnings per common share, basic: | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income available to common shareholders | $ | 4.61 | | | | $ | 3.18 | | | | $ | 3.97 | | | | $ | 3.51 | | | | $ | 3.04 | | |

| Weighted average number of common shares, basic | 74,766 | | | | | 73,274 | | | | | 72,117 | | | | | 70,877 | | | | | 68,797 | | | |

| Earnings per common share, diluted: | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income available to common shareholders | $ | 4.61 | | | | $ | 3.18 | | | | $ | 3.97 | | | | $ | 3.50 | | | | $ | 3.03 | | |

| Weighted average number of common shares, diluted | 74,766 | | | | | 73,302 | | | | | 72,233 | | | | | 71,049 | | | | | 68,981 | | | |

| Dividends declared per common share | $ | 4.14 | | | | $ | 4.04 | | | | $ | 3.96 | | | | $ | 3.84 | | | | $ | 3.62 | | |

| Other Data: | | | | | | | | | | | | | | | | | | | | | | | | |

| Funds from operations available to common shareholders(2) | $ | 465,819 | | | | $ | 461,777 | | | | $ | 419,977 | | | | $ | 406,359 | | | | $ | 352,857 | | |

| EBITDAre(3) | $ | 599,567 | | | | $ | 595,558 | | | | $ | 549,107 | | | | $ | 515,151 | | | | $ | 478,734 | | |

| Ratio of EBITDAre to combined fixed charges and preferred share dividends(3)(4) | 4.2x | | | | | 4.2x | | | | | 3.9x | | | | | 4.5x | | | | | 3.6x | | | |

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| | As of December 31, | | | | | | | | | | | | | | | | | | |

| 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | | |

| (In thousands) | | | | | | | | | | | | | | | | | | | |

| Balance Sheet Data: | | | | | | | | | | | | | | | | | | | |

| Real estate, at cost | $ | 8,298,132 | | | $ | 7,819,472 | | | $ | 7,635,061 | | | $ | 6,759,073 | | | $ | 6,064,406 | |

| Total assets | $ | 6,794,992 | | | $ | 6,289,644 | | | $ | 6,275,755 | | | $ | 5,423,279 | | | $ | 4,896,559 | |

| Total debt | $ | 3,356,594 | | | $ | 3,229,204 | | | $ | 3,284,766 | | | $ | 2,798,452 | | | $ | 2,627,216 | |

| Total shareholders’ equity | $ | 2,636,132 | | | $ | 2,467,330 | | | $ | 2,391,514 | | | $ | 2,075,835 | | | $ | 1,781,931 | |

The Trust maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Trust’s [added: management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.]

[removed: [Table] [added: [Table] of [removed: Contents](#sE0E8CFE64F465F7F837120AFED32E9BD)][added: Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)]

Our management, with the participation of the Trust’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Trust’s disclosure controls and procedures as of December 31, [removed: 2019.][added: 2020.]

Based on that evaluation, the Trust’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2019,] [added: 2020,] the Trust’s disclosure controls and procedures were effective at a reasonable assurance level.

[removed: | • |] [added: -] pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of our assets; [removed: |]

[removed: | • |] [added: -] provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of management and our Trustees; and [removed: |]

[removed: | • |] [added: -] provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of any of our assets in circumstances that could have a material adverse effect on our financial statements. [removed: |]

We assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]

Based on that assessment and criteria, management concluded that the Trust's internal control over financial reporting was effective as of December 31, [removed: 2019.][added: 2020.]

Grant Thornton LLP, the independent registered public accounting firm that audited the Trust's consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Trust's internal control over financial reporting, which appears on page [removed: [F-2](#sA4DFFD65DFD75480BF95E190AC194530)] [added: [F-2](#ia6f89e26dc2a410293fd3b9fac7312e1_100)] of this Annual Report on Form 10-K.

There was no change in our internal control over financial reporting during our fourth fiscal quarter of [removed: 2019] [added: 2020] that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

| | |

| --- | --- |

[removed: [Table] [added: [Table] of [removed: Contents](#sE0E8CFE64F465F7F837120AFED32E9BD)][added: Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)]

Certain information required in Part III is omitted from this Report but is incorporated herein by reference from our Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Shareholders (as amended or supplemented, the “Proxy Statement”).

| (a)(1) Financial Statements | [added: | |]

| Our consolidated financial statements and notes thereto, together with Reports of Independent Registered Public Accounting Firm are included as a separate section of this Annual Report on Form 10-K commencing on page [removed: [F-1](#sE0E8CFE64F465F7F837120AFED32E9BD).] [added: F-[1](#ia6f89e26dc2a410293fd3b9fac7312e1_97).] | [added: | |]

| (2) Financial Statement Schedules | [added: | |]

| Our financial statement schedules are included in a separate section of this Annual Report on Form 10-K commencing on page [removed: [F-31](#sA6178D231C1F55EBA312EA83F5567869).] [added: F-[32](#ia6f89e26dc2a410293fd3b9fac7312e1_202).] | [added: | |]

| (3) Exhibits | [added: | |]

| (b) The following documents are filed as exhibits are filed as part of, or incorporated by reference info, this report: | [added: | |]

[removed: [Table] [added: [Table] of [removed: Contents](#sE0E8CFE64F465F7F837120AFED32E9BD)][added: Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)]

| [removed: Exhibit No.] [added: Exhibit No.] | | [added: | | | |] Description | [added: | |]

| 3.1 | | [added: | | | |] Declaration of Trust of Federal Realty Investment Trust dated May 5, 1999 as amended by the Articles of Amendment of Declaration of Trust of Federal Realty Investment Trust dated May 6, 2004, as corrected by the Certificate of Correction of Articles of Amendment of Declaration of Trust of Federal Realty Investment Trust dated June 17, 2004, as amended by the Articles of Amendment of Declaration of Trust of Federal Realty Investment Trust dated May 6, 2009 (previously filed as [Exhibit 3.1](http://www.sec.gov/Archives/edgar/data/34903/000119312509131764/dex31.htm) to the Trust’s Registration Statement on Form S-3 (File No. 333-160009) and incorporated herein by reference) | [added: | |]

| 3.2 | | [added: | | | |] Amended and Restated Bylaws of Federal Realty Investment Trust dated February 12, 2003, as amended October 29, 2003, May 5, 2004, February 17, 2006, May 6, 2009, November 2, 2016, [removed: and] February 5, [removed: 2019] [added: 2019, and April 2, 2020] (previously filed as [Exhibit [removed: 3.2](http://www.sec.gov/Archives/edgar/data/34903/000003490317000008/frt-12312016xex32.htm)] [added: 3.2](https://www.sec.gov/Archives/edgar/data/34903/000003490320000021/frt-03312020xex32.htm)] to the Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2019] [added: 2020] (File No. 1-07533) and incorporated herein by reference) | [added: | |]

| 4.1 | | [added: | | | |] Specimen Common Share certificate (previously filed as Exhibit 4(i) to the Trust’s Annual Report on [Form 10-K](http://www.sec.gov/Archives/edgar/data/34903/000095010900001048/0000950109-00-001048.txt) for the year ended December 31, 1999 (File No. 1-07533) and incorporated herein by reference) | [added: | |]

| 4.2 | | [added: | | | |] Articles Supplementary relating to the 5.417% Series 1 Cumulative Convertible Preferred Shares of Beneficial Interest (previously filed as [Exhibit 4.1](http://www.sec.gov/Archives/edgar/data/34903/000119312507053506/dex41.htm) to the Trust’s Current Report on Form 8-K filed on March 13, 2007, (File No. 1-07533) and incorporated herein by reference) | [added: | |]

| 4.3 | | [added: | | | |] Indenture dated December 1, 1993 related to the Trust’s 7.48% Debentures due August 15, 2026; and 6.82% Medium Term Notes due August 1, 2027; (previously filed as Exhibit 4(a) to the Trust’s Registration Statement on Form S-3 (File No. 33-51029), and amended on Form S-3 (File No. 33-63687), filed on December 13, 1993 and incorporated herein by reference) | [added: | |]

| 4.4 | | [added: | | | |] Indenture dated September 1, 1998 related to the Trust’s 3.00% Notes due 2022; 2.75% Notes due 2023; 3.95% Notes due 2024; 4.50% Notes due 2044; 2.55% Notes due 2021; 3.625% Notes due 2046; 3.25% Notes due 2027; 3.20% Notes due [removed: 2029] [added: 2029; 3.50% Notes due 2030; 1.25% Notes due 2026] (previously filed as [Exhibit 4(a)](http://www.sec.gov/Archives/edgar/data/34903/0000950109-98-004542.txt) to the Trust’s Registration Statement on Form S-3 (File No. 333-63619) filed on September 17, 1998 and incorporated herein by reference) | [added: | |]

| 4.5 | | [added: | | | |] Articles Supplementary relating to the 5.000% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest (previously filed as [Exhibit 3.2](http://www.sec.gov/Archives/edgar/data/34903/000119312517299279/d453589dex32.htm) to the Trust's Registration Statement on Form 8-A (File No. 1-07533), filed on September 29, 2017 and incorporated herein by reference) | [added: | |]

| 4.6 | | [added: | | | |] Deposit Agreement, dated as of September 29, 2017, by and among Federal Realty Investment Trust, American Stock Transfer and Trust Company, LLC, as Depositary, and all holders from time to time of Receipt (previously filed as [Exhibit 4.1](http://www.sec.gov/Archives/edgar/data/34903/000119312517299279/d453589dex41.htm) to the Trust's Registration Statement on Form 8-A (File No. 1-07533), filed on September 29, 2017 and incorporated herein by reference) | [added: | |]

| 4.7 | | [added: | | | |] Specimen certificate relating to the 5.000% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest (previously filed as [Exhibit 4.3](http://www.sec.gov/Archives/edgar/data/34903/000119312517299279/d453589dex43.htm) to the Trust's Registration Statement on Form 8-A (File No. 1-07533), filed on September 29, 2017 and incorporated herein by reference) | [added: | |]

| [removed: 4.8] [added: 23.1] | | [removed: [Description] [added: | | | | [Consent] of [removed: Securities] [added: Grant Thornton LLP] (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490320000008/frt-12312019xex48.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490321000020/frt-12312020xex231.htm)] | [added: | |]

| 10.1 | | [added: | | | |] * Severance Agreement between the Trust and Donald C. Wood dated February 22, 1999 (previously filed as a portion of [Exhibit 10](http://www.sec.gov/Archives/edgar/data/34903/0000928385-99-001432.txt) to the Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (File No. 1-07533) (the "1999 1Q Form 10-Q") and incorporated herein by reference) | [added: | |]

| 10.2 | | [added: | | | |] * Executive Agreement between Federal Realty Investment Trust and Donald C. Wood dated February 22, 1999 (previously filed as a portion of [Exhibit 10](http://www.sec.gov/Archives/edgar/data/34903/0000928385-99-001432.txt) to the 1999 1Q Form 10-Q and incorporated herein by reference) | [added: | |]

| 10.3 | | [added: | | | |] * Amendment to Executive Agreement between Federal Realty Investment Trust and Donald C. Wood dated February 16, 2005 (previously filed as [Exhibit 10.12](http://www.sec.gov/Archives/edgar/data/34903/000119312505043736/dex1012.htm) to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 1-07533) (the “2004 Form 10-K”) and incorporated herein by reference) | [added: | |]

| 10.4 | | [added: | | | |] 2001 Long-Term Incentive Plan (previously filed as [Exhibit 99.1](http://www.sec.gov/Archives/edgar/data/34903/000092838501500706/dex991.txt) to the Trust’s S-8 Registration Number 333-60364 filed on May 7, 2001 and incorporated herein by reference) | [added: | |]

| 10.5 | | [added: | | | |] * Health Coverage Continuation Agreement between Federal Realty Investment Trust and Donald C. Wood dated February 16, 2005 (previously filed as [Exhibit 10.26](http://www.sec.gov/Archives/edgar/data/34903/000119312505043736/dex1026.htm) to the 2004 Form 10-K and incorporated herein by reference) | [added: | |]

| 10.6 | | [added: | | | |] * Severance Agreement between the Trust and Dawn M. Becker dated April 19, 2000 (previously filed as [Exhibit 10.26](http://www.sec.gov/Archives/edgar/data/34903/000119312505151516/dex1026.htm) to the Trust’s 2005 2Q Form 10-Q and incorporated herein by reference) | [added: | |]

| 10.7 | | [added: | | | |] * Amendment to Severance Agreement between the Trust and Dawn M. Becker dated February 16, 2005 (previously filed as [Exhibit 10.27](http://www.sec.gov/Archives/edgar/data/34903/000119312505043736/dex1027.htm) to the 2004 Form 10-K and incorporated herein by reference) | [added: | |]

| [removed: 10.8] [added: 10.17] | | [added: | | | |] Form of [removed: Restricted Share] [added: Option] Award Agreement for awards made under the Trust’s [removed: 2003] Long-Term Incentive Award Program for shares issued out of [removed: 2001 Long-Term Incentive] [added: the 2010] Plan (previously filed as [Exhibit [removed: 10.28](http://www.sec.gov/Archives/edgar/data/34903/000119312505043736/dex1028.htm)] [added: 10.38](http://www.sec.gov/Archives/edgar/data/34903/000119312511036800/dex1038.htm)] to the [removed: 2004] [added: Trust’s 2010] Form 10-K [added: (File No. 1-07533)] and incorporated herein by reference) | [added: | |]

| [removed: 10.9] [added: 10.8] | | [added: | | | |] Form of Restricted Share Award Agreement for long term vesting and retention awards for shares issued out of the 2010 Plan (previously filed as [Exhibit 10.35](http://www.sec.gov/Archives/edgar/data/34903/000119312511036800/dex1035.htm) to the Trust's Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 1-07533) (the "2010 Form 10-K") and incorporated herein by reference) | [added: | |]

| [removed: 10.10] [added: 10.18] | | [added: | | | |] Form of Option Award Agreement for [added: front loaded] awards made under the Trust’s [removed: 2003] Long-Term Incentive Award Program for shares issued out of the [removed: 2001 Long-Term Incentive] [added: 2010] Plan (previously filed as [Exhibit [removed: 10.32](http://www.sec.gov/Archives/edgar/data/34903/000119312506044561/dex1032.htm)] [added: 10.39](http://www.sec.gov/Archives/edgar/data/34903/000119312511036800/dex1039.htm)] to the [removed: 2005] [added: Trust’s 2010] Form 10-K [added: (File No. 1-07533)] and incorporated herein by reference) | [added: | |]

| [removed: 10.11] [added: 10.27] | | [removed: Amended] [added: | | | | Severance Agreement between the Trust] and [removed: Restated 2001 Long-Term Incentive Plan] [added: Daniel Guglielmone dated August 15, 2016] (previously filed as [Exhibit [removed: 10.34](http://www.sec.gov/Archives/edgar/data/34903/000119312507168241/dex1034.htm)] [added: 10.36](http://www.sec.gov/Archives/edgar/data/34903/000003490316000072/frt-09302016xex1036.htm)] to the [removed: Trust’s] [added: Trust's] Quarterly Report on Form 10-Q for the quarter ended [removed: June] [added: September] 30, [removed: 2007] [added: 2016] (File No. [removed: 1-07533)] [added: 1-07533] and incorporated herein by reference) | [added: | |]

| [removed: 10.12] [added: 10.9] | | [added: | | | |] * Amendment to Severance Agreement between the Trust and Donald C. Wood dated January 1, 2009 (previously filed as [Exhibit 10.26](http://www.sec.gov/Archives/edgar/data/34903/000119312509038641/dex1026.htm) to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-07533) (“the 2008 Form 10-K”) and incorporated herein by reference) | [added: | |]

| [removed: 10.13] [added: 10.10] | | [added: | | | |] * Second Amendment to Executive Agreement between the Trust and Donald C. Wood dated January 1, 2009 (previously filed as [Exhibit 10.27](http://www.sec.gov/Archives/edgar/data/34903/000119312509038641/dex1027.htm) to the Trust’s 2008 Form 10-K and incorporated herein by reference) | [added: | |]

| [removed: 10.14] [added: 10.11] | | [added: | | | |] * Amendment to Health Coverage Continuation Agreement between the Trust and Donald C. Wood dated January 1, 2009 (previously filed as [Exhibit 10.28](http://www.sec.gov/Archives/edgar/data/34903/000119312509038641/dex1028.htm) to the Trust’s 2008 Form 10-K and incorporated herein by reference) | [added: | |]

| [removed: 10.15] [added: 10.12] | | [added: | | | |] * Second Amendment to Severance Agreement between the Trust and Dawn M. Becker dated January 1, 2009 (previously filed as [Exhibit 10.30](http://www.sec.gov/Archives/edgar/data/34903/000119312509038641/dex1030.htm) to the Trust’s 2008 Form 10-K and incorporated herein by reference) | [added: | |]

| [removed: 10.16] [added: 10.13] | | [added: | | | |] 2010 Performance Incentive Plan (previously filed as [Appendix A](http://www.sec.gov/Archives/edgar/data/34903/000119312510065274/ddef14a.htm#toc85041_80) to the Trust’s Definitive Proxy Statement for the 2010 Annual Meeting of Shareholders (File No. 01-07533) and incorporated herein by reference) | [added: | |]

| [removed: 10.17] [added: 10.14] | | [added: | | | |] Amendment to 2010 Performance Incentive Plan (“the 2010 Plan”) (previously filed as [Appendix A](http://www.sec.gov/Archives/edgar/data/34903/000119312510065274/ddef14a.htm#toc85041_80) to the Trust’s Proxy Statement for the 2010 Annual Meeting of Shareholders (File No. 01-07533) and incorporated herein by reference) | [added: | |]

| [removed: 10.18] [added: 10.15] | | [added: | | | |] * Restricted Share Award Agreement between the Trust and Donald C. Wood dated October 12, 2010 (previously filed as [Exhibit 10.36](http://www.sec.gov/Archives/edgar/data/34903/000119312510246216/dex1036.htm) to the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 01-07533) and incorporated herein by reference) | [added: | |]

| [removed: 10.19] [added: 10.16] | | [added: | | | |] Form of Restricted Share Award Agreement for awards made under the Trust’s Long-Term Incentive Award Program and the Trust’s Annual Incentive Bonus Program and basic awards with annual vesting for shares issued out of the 2010 Plan (previously filed as [Exhibit 10.34](http://www.sec.gov/Archives/edgar/data/34903/000119312511036800/dex1034.htm) to the Trust’s 2010 Form 10-K (File No. 1-07533) and incorporated herein by reference) | [added: | |]

| [removed: 10.20] [added: 10.24] | | [added: | | | | Revised] Form of [removed: Option] [added: Restricted Share] Award Agreement for awards made under the Trust’s Long-Term Incentive Award Program [added: and the Trust’s Annual Incentive Bonus Program and basic awards with annual vesting] for shares issued out of the 2010 Plan (previously filed as [Exhibit [removed: 10.38](http://www.sec.gov/Archives/edgar/data/34903/000119312511036800/dex1038.htm)] [added: 10.38](http://www.sec.gov/Archives/edgar/data/34903/000003490313000006/frt-12312012xex1038.htm)] to the [removed: Trust’s 2010] [added: Trust's 2012] Form 10-K (File No. 1-07533) and incorporated herein by reference) | [added: | |]

| 10.21 | | [added: | | | | Revised] Form of [removed: Option] [added: Restricted Share] Award Agreement for front loaded awards made under the Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as [Exhibit [removed: 10.39](http://www.sec.gov/Archives/edgar/data/34903/000119312511036800/dex1039.htm)] [added: 10.35](http://www.sec.gov/Archives/edgar/data/34903/000003490313000006/frt-12312012xex1035.htm)] to the [removed: Trust’s 2010] [added: Trust's Annual Report on] Form 10-K [added: for the year ended December 31, 2012] (File No. 1-07533) [added: (the "2012 Form 10-K")] and incorporated herein by reference) | [added: | |]

| [removed: 10.22] [added: 10.19] | | [added: | | | |] Form of Option Award Agreement for basic options awarded out of the 2010 Plan (previously filed as [Exhibit 10.40](http://www.sec.gov/Archives/edgar/data/34903/000119312511036800/dex1040.htm) to the Trust’s 2010 Form 10-K (File No. 1-07533) and incorporated herein by reference) | [added: | |]

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[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

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| 10.34 | | Third Amendment to Term Loan Agreement, dated as of April 20, 2016, by and among Federal Realty Investment Trust, each of the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent (previously filed as [Exhibit 10.1](http://www.sec.gov/Archives/edgar/data/34903/000003490316000054/frt-042016ex101tl.htm) to the Trust's Current Report on Form 8-K (File No. 1-07533), filed on April 26, 2016 and incorporated herein by reference) |

| 10.36 | | Amended and Restated Credit Agreement, dated as of July 25, 2019, by and among Federal Realty Investment Trust, each of the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent (previously filed as [Exhibit 10.1](http://www.sec.gov/Archives/edgar/data/34903/000003490314000032/frt-08282014ex101.htm) to the Trust's Current Report on Form 8-K (File No. 1-07533), filed on July 29, 2019 and incorporated herin by reference) |

| 23.1 | | [Consent of Grant Thornton LLP (filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490320000008/frt-12312019xex231.htm) |

[removed: [Table] [added: [Table] of [removed: Contents](#sE0E8CFE64F465F7F837120AFED32E9BD)][added: Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)]

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized this February [removed: 10, 2020.][added: 11, 2021.]

| | [added: | |] Federal Realty Investment Trust | [added: | |]

| By: | [added: | |] /S/ DONALD C. WOOD | [added: | |]

| | [added: | |] Donald C. [removed: Wood President,] [added: Wood] Chief Executive Officer and Trustee | [added: | |]

| Signature | | [added: | | | |] Title | | [added: | | | |] Date | [added: | |]

| /S/ DONALD C. WOOD | | [removed: President,] [added: | | | |] Chief Executive Officer and [added: Trustee] | | [added: | | | |] February [removed: 10, 2020] [added: 11, 2021] | [added: | |]

| Donald C. Wood | | [removed: Trustee] [added: | | | |] (Principal Executive Officer) | | | [added: | | | | | |]

| /S/ DANIEL GUGLIELMONE | | [added: | | | |] Executive Vice [removed: President-Chief] [added: President - Chief] Financial | | [added: | | | |] February [removed: 10, 2020] [added: 11, 2021] | [added: | |]

| Daniel Guglielmone | | [added: | | | |] Officer and Treasurer (Principal | | | [added: | | | | | |]

| | | [added: | | | |] Financial and Accounting Officer) | | | [added: | | | | | |]

| /S/ JOSEPH S. VASSALLUZZO | | [added: | | | |] Non-Executive Chairman | | [added: | | | |] February [removed: 10, 2020] [added: 11, 2021] | [added: | |]

| Joseph S. Vassalluzzo | | | | | [added: | | | | | | | | | |]

| /S/ JON E. BORTZ | | [added: | | | |] Trustee | | [added: | | | |] February [removed: 10, 2020] [added: 11, 2021] | [added: | |]

| Jon E. Bortz | | | | | [added: | | | | | | | | | |]

| /S/ DAVID W. FAEDER | | [added: | | | |] Trustee | | [added: | | | |] February [removed: 10, 2020] [added: 11, 2021] | [added: | |]

| David W. Faeder | | | | | [added: | | | | | | | | | |]

| /S/ ELIZABETH I. HOLLAND | | [added: | | | |] Trustee | | [added: | | | |] February [removed: 10, 2020] [added: 11, 2021] | [added: | |]

| Elizabeth I. Holland | | | | | [added: | | | | | | | | | |]

| /S/ MARK S. ORDAN | | [added: | | | |] Trustee | | [added: | | | |] February [removed: 10, 2020] [added: 11, 2021] | [added: | |]

| Mark S. Ordan | | | | | [added: | | | | | | | | | |]

| /S/ GAIL P. STEINEL | | [added: | | | |] Trustee | | [added: | | | |] February [removed: 10, 2020] [added: 11, 2021] | [added: | |]

| Gail P. Steinel | | | | | [added: | | | | | | | | | |]

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