Federal Realty Investment Trust (FRT) 10-K risk factor changes: FY2021 vs FY2020

[removed: The risk factors describe risks that may] affect these statements but are not all-inclusive, particularly with respect to possible future events.

As of December 31, [removed: 2020,] [added: 2021,] our anchor tenant space is [removed: 96.2%] [added: 96.8%] leased and [removed: 94.1%] [added: 94.4%] occupied.

[Table of [removed: Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)][added: Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)]

As of December 31, [removed: 2020,] [added: 2021,] our tenants operated in [removed: 11] [added: 12] states and the District of Columbia.

- increased business restrictions due to health [removed: crises][added: crises;]

- possible delay in completion of a project because of a number of factors, including COVID-19, [added: supply chain disruptions and shortages,] 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).

As of December 31, [removed: 2020,] [added: 2021,] we held [removed: 15] [added: 19] predominantly retail real estate projects jointly with other persons in addition to properties owned in a “downREIT” structure.

Additionally, as of December 31, [removed: 2020,] [added: 2021,] we owned an interest in the [removed: joint ventures that own the] hotel [removed: components] [added: component] of [removed: Pike & Rose and] Assembly Row.

Although as of December 31, [removed: 2020,] [added: 2021,] we held the controlling interests in all of our existing co-investments (except the hotel [removed: investments] [added: investment] discussed above and the investment in the La Alameda shopping center acquired in 2017), we generally must obtain the consent of the co-investor or meet defined criteria to sell or to finance these properties.

If an uninsured loss or a loss in excess of our insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property, but still remain obligated for any mortgage debt or other financial [added: obligations related to the property.]

[removed: Such events could] [added: -] inhibit global, national and local economic activity; [removed: adversely affect trading activity]

[added: - drive inflation, adversely affect trading activity] in securities markets, which could negatively impact the trading prices of our common shares and debt securities and our ability [added: to access the securities markets as a source of liquidity;]

[added: - 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;

In particular, we cannot predict the [removed: duration] [added: impact] 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.

As of December 31, [removed: 2020,] [added: 2021,] we had approximately [removed: $4.3] [added: $4.1] billion of debt outstanding.

Of that outstanding debt, approximately [removed: $486.0] [added: $341.6] million was secured by all or a portion of [removed: 11] [added: 7] of our real estate projects.

As of December 31, [removed: 2020,] [added: 2021,] approximately [removed: 90.7%] [added: 92.6%] 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.

As of December 31, [removed: 2020,] [added: 2021,] we were in compliance with all of our default related financial covenants.

Our growth strategy is focused on the [added: development and] redevelopment of properties we already own and the acquisition of additional properties.

[removed: Our access to debt or equity capital depends on a number of factors, including the market’s] perception of our growth potential and risk profile, our ability to pay dividends, and our current and potential future earnings.

Of our [removed: $4.3] [added: $4.1] billion of debt outstanding as of December 31, [removed: 2020,] [added: 2021,] approximately [removed: $456.5] [added: $356.5] million bears interest at a variable rate, of which, [removed: $400.0] [added: $300.0] million is our unsecured term loan that bears interest at a variable rate of LIBOR plus [removed: 135] [added: 80] basis points and $56.5 million in mortgages payable that bear interest at a variable rate of LIBOR plus 195 basis points and are effectively fixed through two interest rate swap agreements.

We also have a $1.0 billion revolving credit facility, on which no balance was outstanding at December 31, [removed: 2020,] [added: 2021,] that bears interest at LIBOR plus 77.5 basis points.

Further, the presence of contamination on our properties or the failure to properly remediate contamination at any of our properties may adversely affect [added: our ability to sell or lease those properties or to borrow funds by using those properties as collateral.]

Failure to qualify as a REIT for federal income tax purposes would cause [removed: us] [added: the Parent Company] to be taxed as a corporation, which would substantially reduce funds available for payment of distributions.

To maintain our status as a REIT, we limit the amount of shares any one shareholder [added: of the Parent Company] can own.

[added: To protect our REIT status, the Parent Company's declaration of trust prohibits any one shareholder from] owning (actually or constructively) more than 9.8% in value of the outstanding common shares or of any class or series of outstanding preferred shares.

Shares of [removed: our] [added: the Parent Company's] capital stock owned, actually or constructively, by a group of related individuals and/or entities may be treated as constructively owned by one of those individuals or entities.

In addition, the Board of Trustees and two-thirds of our shareholders eligible to vote at a shareholder meeting may remove these restrictions if they determine it is no longer in our [removed: best interests to attempt to qualify, or to continue to qualify, as a REIT.]

Certain tax and anti-takeover provisions of [removed: our] [added: the Parent Company's] declaration of trust and [removed: bylaws] [added: bylaws, and certain restrictions in the Partnership's limited partnership agreement,] may inhibit a change of our control.

Certain provisions contained in [removed: our] [added: the Parent Company's] declaration of trust and bylaws and the Maryland General Corporation Law, as applicable to Maryland REITs, may discourage a third party from making a tender offer or acquisition proposal to us.

[removed: Our] [added: The Parent Company's] bylaws state that the Maryland control share acquisition law will not apply to any acquisition by any person of our common shares.

The risk factors describe risks that may

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

Such events could:

- 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;

- result in labor shortages;

- 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.

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

Our access to debt or equity capital depends on a number of factors, including the market’s

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

best interests for the Parent Company to attempt to qualify, or to continue to qualify, as a REIT.

In addition, certain provisions in the Partnership’s limited partnership agreement (the “Partnership Agreement”) may delay or make more difficult unsolicited acquisitions of us or changes in our control.

These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some shareholders might consider such proposals, if made, desirable.

These provisions also make it more difficult for third parties to alter the management structure of the Partnership without the concurrence of our Board of Trustees.

These provisions include, among others:

- redemption rights of limited partners and certain assignees of units of limited partnership interest ("OP Units");

- transfer restrictions on OP Units and restrictions on admissions of partners;

- a requirement that the General Partner may not be removed as the general partner of the Partnership without its consent;

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

- the ability of the General Partner to issue preferred partnership interests in the Partnership with terms that it may determine, without the approval or consent of any Limited Partner; and

- restrictions on the ability of the General Partner, the Partnership or the Parent Company to transfer its interests in the Partnership or otherwise engage in certain extraordinary transactions, including, among others, certain mergers, business combinations, sales of all or substantially all of their assets and recapitalizations.

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

The Parent Company is a holding company with no direct operations, and it will rely on funds received from the Partnership to pay its obligations and make distributions to its shareholders.

The Parent Company is a holding company and expects to conduct substantially all of its operations through the Partnership.

The Parent Company will not have, apart from an interest in the Partnership, any independent operations.

As a result, the Parent Company will rely on distributions from the Partnership to make any distributions we declare on our common shares.

The Parent Company will also rely on distributions from the Partnership to meet its obligations, including any tax liability on taxable income allocated to the Parent Company from the Partnership.

Through its ownership and control of the General Partner, the Parent Company exercises exclusive control over the Partnership, including the authority to cause the Partnership to make distributions, subject to certain limited approval and voting rights of the Partnership’s Limited Partners as described in the Partnership Agreement.

In addition, because the Parent Company is a holding company, your claims as shareholders are structurally subordinated to all existing and future liabilities and obligations to preferred equity holders of the Partnership and its subsidiaries.

Therefore, in the event of a bankruptcy, insolvency, liquidation or reorganization of the Partnership or its subsidiaries, assets of the Partnership or the applicable subsidiary will be available to satisfy any claims of our shareholders only after such liabilities and obligations have been satisfied in full.

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

obligations related to the property.

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

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.

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

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

This section generally discusses [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

Discussions of [removed: 2018] [added: 2019] items and year-to-year comparisons between [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] 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: 2019] [added: 2020] filed with the Securities and Exchange Commission on February [removed: 10, 2020.][added: 11, 2021.]

As of December 31, [removed: 2020,] [added: 2021,] we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as [removed: 101] [added: 104] predominantly retail real estate projects comprising approximately [removed: 23.4] [added: 25.1] million square feet.

In total, the real estate projects were [removed: 92.2%] [added: 93.6%] leased and [removed: 90.2%] [added: 91.1%] occupied at December 31, [removed: 2020.][added: 2021.]

We have paid quarterly dividends to our shareholders continuously since our founding in 1962 and have increased our dividends per common share for [removed: 53] [added: 54] consecutive years.

[Table of [removed: Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)][added: Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)]

| [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Rental income | | | $ | [removed: 832,171] [added: 948,842] | | | | | $ | [removed: 932,738] [added: 832,171] | | | | | $ | [removed: 912,287] [added: 932,738] | | | | | | | | | | | | | | | | | | | | | | |

| Property operating [removed: income(1)] [added: income (1)] | | | $ | [removed: 545,332] [added: 634,607] | | | | | $ | [removed: 637,030] [added: 545,332] | | | | | $ | [removed: 627,566] [added: 637,030] | | | | | | | | | | | | | | | | | | | | | | |

| Gain on sale of real [removed: estate,] [added: estate and change in control of interest,] net of tax | | | $ | [removed: 98,117] [added: 89,950] | | | | | $ | [removed: 116,393] [added: 98,117] | | | | | $ | [removed: 11,915] [added: 116,393] | | | | | | | | | | | | | | | | | | | | | | |

| Operating income | | | $ | [removed: 289,524] [added: 394,725] | | | | | $ | [removed: 470,911] [added: 289,524] | | | | | $ | [removed: 361,636] [added: 470,911] | | | | | | | | | | | | | | | | | | | | | | |

| Net income available for common shareholders | | | $ | [removed: 123,664] [added: 253,456] | | | | | $ | [removed: 345,824] [added: 123,664] | | | | | $ | [removed: 233,865] [added: 345,824] | | | | | | | | | | | | | | | | | | | | | | |

| Net cash provided by operating activities | | | $ | [removed: 369,929] [added: 471,352] | | | | | $ | [removed: 461,919] [added: 369,929] | | | | | $ | [removed: 516,688] [added: 461,919] | | | | | | | | | | | | | | | | | | | | | | |

| Net cash used in investing activities | | | $ | [removed: (368,383)] [added: (660,118)] | | | | | $ | [removed: (316,532)] [added: (368,383)] | | | | | $ | [removed: (192,247)] [added: (316,532)] | | | | | | | | | | | | | | | | | | | | | | |

| Net cash [removed: provided by] (used in) [added: provided by] financing activities | | | $ | [removed: 661,736] [added: (452,967)] | | | | | $ | [removed: (100,105)] [added: 661,736] | | | | | $ | [removed: (241,309)] [added: (100,105)] | | | | | | | | | | | | | | | | | | | | | | |

| Net income available to common shareholders | | | $ | [removed: 1.62] [added: 3.26] | | | | | $ | [removed: 4.61] [added: 1.62] | | | | | $ | [removed: 3.18] [added: 4.61] | | | | | | | | | | | | | | | | | | | | | | |

| Dividends declared per common share | | | $ | [removed: 4.22] [added: 4.26] | | | | | $ | [removed: 4.14] [added: 4.22] | | | | | $ | [removed: 4.04] [added: 4.14] | | | | | | | | | | | | | | | | | | | | | | |

| Funds from operations available to common shareholders (2) | | | $ | [removed: 333,849] [added: 434,743] | | | | | $ | [removed: 465,819] [added: 333,849] | | | | | $ | [removed: 461,777] [added: 465,819] | | | | | | | | | | | | | | | | | | | | | | |

| Funds from operations available for common shareholders, per diluted share (2) | | | $ | [removed: 4.38] [added: 5.57] | | | | | $ | [removed: 6.17] [added: 4.38] | | | | | $ | [removed: 6.23] [added: 6.17] | | | | | | | | | | | | | | | | | | | | | | |

| [removed: EBITDAre(3)] [added: EBITDAre (3)] | | | $ | [removed: 501,813] [added: 589,792] | | | | | $ | [removed: 599,567] [added: 501,813] | | | | | $ | [removed: 595,558] [added: 599,567] | | | | | | | | | | | | | | | | | | | | | | |

| Ratio of EBITDAre to combined fixed charges and preferred share [removed: dividends(3)(4)] [added: dividends (3)(4)] | | | [removed: 2.7x] [added: 3.6x] | | | | | | [removed: 4.2x] [added: 2.7x] | | | | | | 4.2x | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | | | | | | | | | | | | |

| Real estate, at cost | | | $ | [removed: 8,582,870] [added: 9,422,062] | | | | | $ | [removed: 8,298,132] [added: 8,582,870] | | | | | $ | [removed: 7,819,472] [added: 8,298,132] | | | | | | | | | | | | | |

| Total assets | | | $ | [removed: 7,607,624] [added: 7,622,320] | | | | | $ | [removed: 6,794,992] [added: 7,607,624] | | | | | $ | [removed: 6,289,644] [added: 6,794,992] | | | | | | | | | | | | | |

| Total debt | | | $ | [removed: 4,291,375] [added: 4,047,547] | | | | | $ | [removed: 3,356,594] [added: 4,291,375] | | | | | $ | [removed: 3,229,204] [added: 3,356,594] | | | | | | | | | | | | | |

| Total shareholders’ equity | | | $ | [removed: 2,548,747] [added: 2,663,148] | | | | | $ | [removed: 2,636,132] [added: 2,548,747] | | | | | $ | [removed: 2,467,330] [added: 2,636,132] | | | | | | | | | | | | | |

| Number of common shares outstanding | | | [removed: 76,727] [added: 78,603] | | | | | | [removed: 75,541] [added: 76,727] | | | | | | [removed: 74,250] [added: 75,541] | | | | | | | | | | | | | | |

[removed: (1)Property] [added: (1) Property] operating income is a non-GAAP measure.

[removed: (3) EBITDA] [added: (3)EBITDA] for Real Estate ("EBITDAre") is a non-GAAP measure that NAREIT defines as: net income computed in accordance with GAAP plus net interest expense, income tax expense, depreciation and amortization, gain or loss on sale of real estate, impairments of real estate, and adjustments to reflect the entity's share of EBITDAre of unconsolidated [removed: affiliates.]

| | | | [removed: 2020 | | |] [added: 2021] | | | [removed: 2019] | | | [added: 2020] | | | [removed: 2018] | | | [added: 2019] | | | | | | | | | | | |

| Net income | | | $ | [removed: 135,888] [added: 269,081] | | | | | $ | [removed: 360,542] [added: 135,888] | | | | | $ | [removed: 249,026] [added: 360,542] | | | | | | | | | | | | | |

| Interest expense | | | [removed: 136,289] [added: 127,698] | | | | | | [removed: 109,623] [added: 136,289] | | | | | | [removed: 110,154] [added: 109,623] | | | | | | | | | | | | | | |

| Other interest income | | | [removed: (1,894)] [added: (809)] | | | | | | [removed: (1,266)] [added: (1,894)] | | | | | | [removed: (942)] [added: (1,266)] | | | | | | | | | | | | | | |

| Early extinguishment of debt | | | [removed: 11,179] [added: —] | | | | | | [removed: —] [added: 11,179] | | | | | | — | | | | | | | | | | | | | | |

| [removed: (Benefit) provision] [added: Provision (benefit)] for income tax | | | [removed: (194)] [added: 118] | | | | | | [removed: 772] [added: (194)] | | | | | | [removed: 1,521] [added: 772] | | | | | | | | | | | | | | |

| Depreciation and amortization | | | [removed: 255,027 | | |] [added: 279,976] | | | [removed: 239,758] | | | [added: 255,027] | | | [removed: 244,245] | | | [added: 239,758] | | | | | | | | | | | |

| Gain on sale of real estate [added: and change in control of interest] | | | [removed: (98,117)] [added: (89,950)] | | | | | | [removed: (116,779)] [added: (98,117)] | | | | | | [removed: (13,560)] [added: (116,779)] | | | | | | | | | | | | | | |

| Impairment charge | | | [removed: 57,218] [added: —] | | | | | | [removed: —] [added: 57,218] | | | | | | — | | | | | | | | | | | | [removed: | | |]

| Adjustments of EBITDAre of unconsolidated affiliates | | | [removed: 6,417] [added: 3,678] | | | | | | [removed: 6,917] [added: 6,417] | | | | | | [removed: 5,114] [added: 6,917] | | | | | | | | | | | | | | |

| EBITDAre | | | $ | [removed: 501,813] [added: 589,792] | | | | | $ | [removed: 599,567] [added: 501,813] | | | | | $ | [removed: 595,558] [added: 599,567] | | | | | | | | | | | | | |

The reconciliation of operating income to property operating income for 2021, 2020, and 2019 is as follows:

| | | | (in thousands) | | | | | | | | | | | | | | | | | | | | | | | |

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

affiliates.

| Impairment charge | | | — | | | | | | 57,218 | | | | | | — | | | | | | | | | | | | | | |

Since March 2020 when the World Health Organization characterized COVID-19 as a global pandemic, we have been and continue to be impacted by COVID-19 and the actions taken by federal, state, and local government to prevent its spread.

These actions included the closure of nonessential businesses and ordering residents to generally stay at home at the onset of the pandemic, phased reopenings and capacity limitations, and now generally lifted restrictions.

While the overall economy is showing signs of recovery from the initial impacts of COVID-19, workforce shortages, global supply chain bottlenecks and shortages, inflation, as well as COVID-19 variants are impacting the pace of recovery.

Closures and restrictions, along with general concern over the spread of COVID-19, required a significant number of tenants to close their operations or to significantly limit the amount of business they are able to conduct, which impacted their ability to timely pay rent as required under our leases and also caused many tenants to close their business permanently.

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

We have aligned our program and efforts with the United Nations Sustainable Development Goals, as described in our ESG Policy and our 2020 Corporate Responsibility Report, which are provided only for informational purposes on our website and not incorporated herein.

To achieve these targets, we are actively addressing energy efficiency projects on site such as upgrading to LED lighting; and to address emissions we are procuring green energy, reducing electric consumption, and increasing our onsite solar generation capacity.

We have installed on-site solar systems at 25 of our properties with a capacity of over 13 MW with more projects actively in progress.

We currently have over 300 charging stations in operation with more under construction.

We also understand that we face risks presented by climate change and are working to evaluate our risk exposure.

In our 2020 Corporate Responsibility Report, we provided a disclosure pursuant to the Task Force on Climate Related Financial Disclosure and we intend to provide that disclosure annually.

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

*Collectibility of Lease Income*

These actions included the closure of nonessential businesses and ordering residents to generally stay at home at the onset of the pandemic, phased re-openings and capacity limitations, and now generally lifted restrictions.

While the overall economy is showing signs of recovery from the initial impacts of COVID-19, workforce shortages, global supply chain bottlenecks and shortages, inflation, as well as COVID-19 variants are impacting the recovery.

Closures and restrictions, along with the general concern over the spread of COVID-19, required a significant number of tenants to close their operations or to significantly limit the amount of business they were able to conduct, which impacted their ability to timely pay rent as required under our leases and also caused many tenants to close their business permanently.

The existence and amount of variable consideration can vary significantly among transactions.

Historically, our property sales have had variable consideration of less than 1% of total expected consideration; however, we had one transaction in 2019 where the variable consideration was approximately $45.5 million.

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

During 2021, we acquired properties with a total purchase price of $440.9 million.

$4.6 million, or 1% of the total purchase price was allocated to above market lease assets and $57.3 million, or 13% was allocated to below market lease liabilities.

If the amounts allocated in 2021 to below market lease liabilities and building assets were each reduced by 5% of the total purchase price, annual below market lease liability amortization increasing rental income would decrease by approximately $2.5 million (using the weighted average life of below market liabilities at each respective acquired property) and annual depreciation expense would decrease by approximately $0.6 million (using a depreciable life of 35 years).

We are also required to estimate the anticipated hold period.

A change in the expected holding period from a long term hold to a short term would cause a significant change in the undiscounted cash flows and could result in an impairment charge.

We also recognized a gain on acquisition of the controlling interest of $2.1 million related to the difference between the carrying value and fair value of the previously held equity interest.

On February 22, 2021, we acquired the fee interest at our Mount Vernon Plaza property in Alexandria, Virginia for $5.6 million.

As a result of this transaction, the "operating lease right of use assets" and "operating lease liabilities" on our consolidated balance sheet decreased by $9.8 million.

We now own the entire fee interest on this property.

During the year ended December 31, 2021, we acquired the following properties:

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

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

| April 30, 2021 | | | | | | Chesterbrook (1) | | | | | | McLean, Virginia | | | | | | 90,000 | | | | | | 80 | | % | | | | $ | 32.1 | | (2) | | |

| June 1, 2021 | | | | | | Grossmont Center (1) | | | | | | La Mesa, California | | | | | | 933,000 | | | | | | 60 | | % | | | | $ | 175.0 | | (3) | | |

| June 14, 2021 | | | | | | Camelback Colonnade (1) | | | | | | Phoenix, Arizona | | | | | | 642,000 | | | | | | 98 | | % | | | | $ | 162.5 | | (4) | | |

| June 14, 2021 | | | | | | Hilton Village (1) | | | | | | Scottsdale, Arizona | | | | | | 93,000 | | | | | | 98 | | % | | | | $ | 37.5 | | (5) | | |

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

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

See "Results of Operations" in this Item 7.

for further discussion.

In March 2020, the World Health Organization characterized COVID-19 as a global pandemic and in response to the rapid spread of the virus, state, and local governments issued orders and recommendations to attempt to reduce the further spread of the disease.

Such orders included shelter-in-place orders, travel restrictions, limitations on public gatherings, school closures, social distancing requirements and the closure of all but critical and essential businesses and services.

These orders required closure of all of our corporate offices as non-essential businesses.

Except for those employees who were critical to providing the necessary day-to-day property management functions required to keep our properties open and operating for essential businesses such as grocery stores and drug stores, and a few employees who were needed to carry out critical corporate functions, we transitioned our entire workforce to remote work in March 2020.

Although some of our corporate offices have reopened with capacity limitations, approximately 75% of our workforce continues to work remotely on a regular basis.

We have not laid off, furloughed, or terminated any employees nor have we modified the compensation of any or our employees as a result of COVID-19, and the transition to a largely remote workforce has not had any material adverse impact on our financial reporting systems, our internal controls, or disclosure controls and procedures.

Those actions included raising $1.1 billion in May 2020 through a $400.0 million term loan and the issuance of $700.0 million of senior unsecured notes, amending the covenants on our revolving credit facility to provide us operating flexibility during the expected period during which our cash flow will be impacted, and raising an additional $400.0 million of senior unsecured notes in October 2020.

Given the adverse impact on our cash flow, we did not commence any significant new capital projects during 2020 and we stopped, at least temporarily, portions of our capital spend that could be stopped.

We did, however, continue investing in a number of our larger projects which were in the middle of construction and could not be stopped without causing material adverse financial impact to the company.

These development efforts earned us the Sector Leader Development designation in 2020 from the Global Real Estate Environmental Sustainability Benchmark (“GRESB”) and enabled us to issue our first green bond in 2020, a $400.0 million offering that will be supported by certain of our LEED gold and silver certified buildings.

See Note 5 to the consolidated financial statements.

As an example, under our solar program that we started in 2012, we have installed on-site solar systems at 25 of our properties with a capacity of over 13 MW and we anticipate adding solar installations at several more of our properties over the next few years to further our ability to source energy from renewable sources.

Currently, we are evaluating the risks presented by climate change to help us better understand potential actions we could take to help mitigate our portfolio’s environmental footprint while protecting our long-term investments.

*Revenue Recognition and Accounts Receivable*

Lease payments are recognized on a straight-line

basis from the point in time when the tenant controls the space through the term of the related lease.

Variable lease payments relating to percentage rent are recognized at the end of the lease year or earlier if we have determined the required sales level is achieved.

Real estate tax and other cost reimbursements are recognized on an accrual basis over the periods in which the related expenditures are incurred.

Many of our leases contain tenant options that enable the tenant to extend the term of the lease at expiration at pre-established rental rates that often include fixed rent increases, consumer price index adjustments or other market rate adjustments from the prior base rent.

For a tenant to terminate its lease agreement prior to the end of the agreed term, we may require that they pay a fee to cancel the lease agreement.

Lease termination fees are generally recognized on the termination date if the tenant has relinquished control of the space.

When a lease is terminated early but the tenant continues to control the space under a modified lease agreement, the lease termination fee is generally recognized evenly over the remaining term of the modified lease agreement.

Lease concessions (unrelated to the COVID-19 pandemic) are evaluated to determine whether the concession represents a modification of the original lease contract.

Modifications generally result in a reassessment of the lease term and lease classification, and remeasurement of lease payments received.

Remeasured lease payments are recognized on a straight-line basis over the remaining term of the modified lease contract.

In April 2020, the Financial Accounting Standards Board ("FASB") issued interpretive guidance relating to the accounting for lease concessions provided as a result of the COVID-19 pandemic that allows entities to treat the concession as if it was a part of the existing contract instead of applying lease modification accounting.

This guidance is only applicable to the COVID-19 pandemic related lease concessions that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee.

We have elected this option relating to qualifying rent deferral and rent abatement agreements.

For qualifying lease modifications with rent deferrals, this results in no change to our revenue recognition but an increase in the lease receivable balance until the deferred rent has been repaid.

For qualifying lease modifications that include rent abatement concessions, this results in a direct reduction of rental income in the current period.

As of December 31, 2020, we have entered into rent deferral agreements and rent abatement agreements related to the COVID-19 pandemic representing approximately $36 million and $35 million, respectively, of rent otherwise owed during the year ended December 31, 2020, and continue negotiations with other tenants.

This includes initially ordering closures of nonessential business and ordering residents to generally stay at home, subsequent phased re-openings, and during the fourth quarter of 2020, additional closures and capacity limitations as infection levels increased in certain areas.

These actions, along with the general concern over the spread of COVID-19, have resulted in many of our tenants temporarily or even permanently closing their businesses, and for some, it has impacted their ability to pay rent.

variable consideration recognized in order to mitigate this risk.

The nature of our business as an owner, redeveloper and operator of retail shopping centers and mixed-use properties means that we invest significant amounts of capital.

Depreciation and maintenance costs relating to our properties constitute substantial costs for us as well as the industry as a whole.

At December 31, [removed: 2020,] [added: 2021,] we had [removed: $3.9] [added: $3.7] 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: 2020] [added: 2021] had been 1.0% higher, the fair value of those debt instruments on that date would have decreased by approximately [removed: $290.9] [added: $256.6] million.

If market interest rates used to calculate the fair value on our fixed-rate debt instruments at December 31, [removed: 2020] [added: 2021] had been 1.0% lower, the fair value of those debt instruments on that date would have increased by approximately [removed: $316.5] [added: $291.7] million.

At December 31, [removed: 2020,] [added: 2021,] we had [removed: $400.0] [added: $300.0] 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 [removed: $4.0] [added: $3.0] 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 [removed: $4.0] [added: $3.0] million with a corresponding increase in our net income and cash flows for the year.

[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

[Table of [removed: Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)][added: Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)]

We are an equity real estate investment trust (“REIT”) specializing in the ownership, management, and redevelopment of high quality retail and mixed-use properties located primarily in [removed: densely populated and affluent] communities [added: where we believe retail demand exceeds supply,] in strategically selected metropolitan markets in the Northeast and Mid-Atlantic regions of the United States, [removed: as well as in California] [added: California,] and South Florida.

As of December 31, [removed: 2020,] [added: 2021,] we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as [removed: 101] [added: 104] predominantly retail real estate projects comprising approximately [removed: 23.4 million square feet.]

In total, the real estate projects were [removed: 92.2%] [added: 93.6%] leased and [removed: 90.2%] [added: 91.1%] occupied at December 31, [removed: 2020.][added: 2021.]

We have paid quarterly dividends to our shareholders continuously since our founding in 1962 and have increased our dividends per common share for [removed: 53] [added: 54] consecutive years.

These strong demographics help our tenants generate higher sales, which has [added: generally] enabled us to maintain higher occupancy rates, charge higher rental rates, and maintain steady rent growth, all of which increase the value of our portfolio.

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

◦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 [removed: shares,] [added: shares including through forward sales contracts,] or private placements,

◦the issuance of [removed: operating partnership] units in [removed: a new or existing “downREIT partnership” that is controlled and consolidated by us (generally] [added: our] operating partnership [removed: units in a “downREIT” partnership are] [added: (generally] issued in exchange for a tax deferred contribution of [removed: property;] [added: property);] these units typically receive the same distributions as our common shares and the holders of these units have the right to exchange their units for cash or common [removed: shares,] [added: shares] at our [removed: option),] [added: option,] or

At February [removed: 8, 2021,] [added: 7, 2022,] we had [removed: 307] [added: 310] full-time employees and [removed: 4] [added: 5] part-time employees.

This includes [removed: having the majority of our employees working remotely, as well as] implementing additional safety measures for [added: our] employees [removed: continuing] [added: as we have transitioned] to [added: a hybrid] work [removed: in our offices.][added: model.]

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

Refer to [Item [removed: 7](#ia6f89e26dc2a410293fd3b9fac7312e1_40)] [added: 7](#ibe58cef85c3b4b7887126cf4cc9e906a_43)] for further discussion of the impacts of COVID-19 on our business.

We and our properties are subject to a variety of federal, state and local environmental, health, safety and similar [removed: laws, including without limitation:][added: laws.]

Under certain environmental laws, [removed: principally CERCLA,] we, as the owner or operator of properties currently or previously owned, may be required to investigate and clean up certain hazardous or toxic substances, asbestos-containing materials, or petroleum product releases at the property.

Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) are available free of charge through the Investors section of our website at *www.federalrealty.com* as soon as reasonably [added: practicable after we electronically file the material with, or furnish the material to, the Securities and Exchange Commission, or the SEC.]

Our Corporate Governance Guidelines, Code of Business Conduct, Code of Ethics applicable to our Chief Executive Officer and senior financial officers, Whistleblower Policy, organizational documents and the charters of our audit committee, compensation [added: and human capital] committee and nominating and corporate governance committee are all available in the Corporate Governance section of the Investors section of our website.

25.1 million square feet.

In January of 2022, we consummated the UPREIT reorganization described in the Explanatory Note at the beginning of this Annual Report.

- managing our properties to take into account their impact on climate change and their resilience in the face of climate change;

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

*References to “we,” “us,” “our” or the “Trust” refer to Federal Realty Investment Trust and our business and operations conducted through our directly or indirectly owned subsidiaries.*

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

- the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, which we refer to as CERCLA;

- the Resource Conservation & Recovery Act;

- the Federal Clean Water Act;

- the Federal Clean Air Act;

- the Toxic Substances Control Act;

- the Occupational Safety & Health Act; and

- the Americans with Disabilities Act.

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

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

[Table of [removed: Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)][added: Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)]

For the fiscal year ended December 31, [removed: 2020][added: 2021]

Commission file number: 1-07533 [added: (Federal Realty Investment Trust)]

(Exact Name of Registrant as Specified in its [removed: Declaration of Trust)][added: charter)]

| 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. | | | | | | | | | [removed: ☒] | | |

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: 2020 was $6.4 billion.][added: 2021:]

FISCAL YEAR ENDED DECEMBER 31, [removed: 2020][added: 2021]

Portions of [removed: the Registrant’s] [added: Federal Realty Investment Trust’s] Proxy Statement to be filed with the Securities and Exchange Commission [added: (the "SEC")] for [removed: the Registrant’s] [added: its] annual meeting of shareholders to be held in May [removed: 2021] [added: 2022] will be incorporated by reference into Part III hereof.

| Item 1. | | | Business | | | [removed: [3](#ia6f89e26dc2a410293fd3b9fac7312e1_13)] [added: [4](#ibe58cef85c3b4b7887126cf4cc9e906a_13)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [8](#ia6f89e26dc2a410293fd3b9fac7312e1_16)] [added: [8](#ibe58cef85c3b4b7887126cf4cc9e906a_16)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [18](#ia6f89e26dc2a410293fd3b9fac7312e1_19)] [added: [19](#ibe58cef85c3b4b7887126cf4cc9e906a_19)] | | |

| Item 2. | | | Properties | | | [removed: [18](#ia6f89e26dc2a410293fd3b9fac7312e1_22)] [added: [20](#ibe58cef85c3b4b7887126cf4cc9e906a_22)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [27](#ia6f89e26dc2a410293fd3b9fac7312e1_25)] [added: [28](#ibe58cef85c3b4b7887126cf4cc9e906a_25)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [27](#ia6f89e26dc2a410293fd3b9fac7312e1_28)] [added: [29](#ibe58cef85c3b4b7887126cf4cc9e906a_28)] | | |

| Item 5. | | | Market for Our Common Equity and Related Shareholder Matters and Issuer Purchases of Equity Securities | | | [removed: [28](#ia6f89e26dc2a410293fd3b9fac7312e1_34)] [added: [30](#ibe58cef85c3b4b7887126cf4cc9e906a_34)] | | |

| Item 6. | | | Selected Financial Data | | | [removed: [30](#ia6f89e26dc2a410293fd3b9fac7312e1_1786)] [added: [32](#ibe58cef85c3b4b7887126cf4cc9e906a_40)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [30](#ia6f89e26dc2a410293fd3b9fac7312e1_40)] [added: [32](#ibe58cef85c3b4b7887126cf4cc9e906a_43)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [51](#ia6f89e26dc2a410293fd3b9fac7312e1_49)] [added: [52](#ibe58cef85c3b4b7887126cf4cc9e906a_52)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [52](#ia6f89e26dc2a410293fd3b9fac7312e1_52)] [added: [52](#ibe58cef85c3b4b7887126cf4cc9e906a_55)] | | |

| Item 9. | | | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [52](#ia6f89e26dc2a410293fd3b9fac7312e1_55)] [added: [52](#ibe58cef85c3b4b7887126cf4cc9e906a_58)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [52](#ia6f89e26dc2a410293fd3b9fac7312e1_58)] [added: [53](#ibe58cef85c3b4b7887126cf4cc9e906a_61)] | | |

| Item 9B. | | | Other Information | | | [removed: [53](#ia6f89e26dc2a410293fd3b9fac7312e1_61)] [added: [53](#ibe58cef85c3b4b7887126cf4cc9e906a_64)] | | |

| Item 10. | | | Trustees, Executive Officers and Corporate Governance | | | [removed: [54](#ia6f89e26dc2a410293fd3b9fac7312e1_67)] [added: [54](#ibe58cef85c3b4b7887126cf4cc9e906a_70)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [54](#ia6f89e26dc2a410293fd3b9fac7312e1_70)] [added: [54](#ibe58cef85c3b4b7887126cf4cc9e906a_73)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | | | [removed: [54](#ia6f89e26dc2a410293fd3b9fac7312e1_73)] [added: [54](#ibe58cef85c3b4b7887126cf4cc9e906a_76)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Trustee Independence | | | [removed: [54](#ia6f89e26dc2a410293fd3b9fac7312e1_76)] [added: [54](#ibe58cef85c3b4b7887126cf4cc9e906a_79)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [54](#ia6f89e26dc2a410293fd3b9fac7312e1_79)] [added: [54](#ibe58cef85c3b4b7887126cf4cc9e906a_82)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [54](#ia6f89e26dc2a410293fd3b9fac7312e1_85)] [added: [54](#ibe58cef85c3b4b7887126cf4cc9e906a_88)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [58](#ia6f89e26dc2a410293fd3b9fac7312e1_91)] [added: [58](#ibe58cef85c3b4b7887126cf4cc9e906a_94)] | | |

Those statements include statements regarding the intent, belief or current expectations of Federal Realty Investment Trust [removed: (“we”] [added: and Federal Realty OP LP (together, “we”] “our” or “us”) and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions.

- risks that our tenants will not pay rent, may vacate early or may file for bankruptcy or that we may be unable to renew leases or re-let space at favorable rents as leases [removed: expire;][added: expire or to fill existing vacancy;]

- risks that we may not be able to proceed with or obtain necessary approvals for any [added: development,] redevelopment or renovation project, and that completion of anticipated or ongoing property [removed: redevelopment] [added: development, redevelopment,] or renovation projects that we do pursue may cost more, take more time to complete or fail to perform as expected;

Commission file number: 333-262016-01 (Federal Realty OP LP)

FEDERAL REALTY OP LP

| Maryland (Federal Realty Investment Trust) | | | | | | 87-3916363 | | |

| Delaware (Federal Realty OP LP) | | | | | | 52-0782497 | | |

| Federal Realty Investment Trust | | | | | | | | |

| Federal Realty OP LP | | | | | | | | |

| Title of Each Class | | | Trading Symbol | | | Name of Each Exchange On Which Registered | | |

| None | | | N/A | | | N/A | | |

Federal Realty Investment Trust ☒ Yes ☐ No

Federal Realty OP LP ☒ Yes ☐ No

Federal Realty Investment Trust ☐ Yes ☒ No

Federal Realty OP LP ☐ Yes ☒ No

Federal Realty Investment Trust ☒ Yes ☐ No

Federal Realty OP LP ☒ Yes ☐ No

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

Federal Realty Investment Trust ☒ Yes ☐ No

Federal Realty OP LP ☒ Yes ☐ No

| Federal Realty Investment Trust | | | | | | | | | | | |

| Federal Realty OP LP | | | | | | | | | | | |

| Large accelerated filer | | | ☒ | | | Accelerated filer | | | ☐ | | |

| Non-accelerated filer | | | ☐ | | | Smaller reporting company | | | ☐ | | |

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

| | | | | | | Emerging growth company | | | ☐ | | |

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

| Federal Realty Investment Trust | | | ☒ | | | | | | | | |

| Federal Realty OP LP | | | ☒ | | | | | | | | |

Federal Realty Investment Trust ☐ Yes ☒ No

Federal Realty OP LP ☐ Yes ☒ No

Federal Realty Investment Trust: $9.1 billion

Federal Realty OP LP: N/A

The number of Federal Realty Investment Trust's common shares outstanding on February 7, 2022 was 78,616,815.

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

FEDERAL REALTY OP LP

EXPLANATORY NOTE

Through the fiscal year ended December 31, 2021, the business of the registrant was conducted by an entity known as Federal Realty Investment Trust, a Maryland real estate investment trust (the “Predecessor”).

On December 2, 2021, the Predecessor’s Board of Trustees approved the reorganization of the Predecessor’s business into an umbrella partnership real estate investment trust, or “UPREIT.” To effect the UPREIT reorganization, the Predecessor formed a wholly-owned subsidiary real estate investment trust known as FRT Holdco REIT (“Holdco”), and Holdco formed its own wholly-owned subsidiary real estate investment trust known as FRT Merger Sub REIT (“Merger Sub”).

Holdco also formed a wholly-owned subsidiary limited liability company known as Federal Realty GP LLC (the “General Partner”).

Effective as of January 1, 2022, Merger Sub merged with and into the Predecessor, with the Predecessor being the surviving entity and becoming a wholly-owned subsidiary of Holdco (the “Merger”).

At the effective time of the Merger, each outstanding capital share of the Predecessor was converted into one equivalent capital share of Holdco.

Effective as of January 5, 2022, the Predecessor converted into a Delaware limited partnership known as Federal Realty OP LP, the entity we refer to herein as the “Partnership.” In connection with the UPREIT reorganization, Holdco changed its name to Federal Realty Investment Trust, the entity we refer to herein as the “Parent Company.” The Parent Company had the same consolidated assets and liabilities immediately following the Merger as the Predecessor immediately before the Merger.

| Maryland | | | | | | 52-0782497 | | |

☒ Yes ☐ No

☐ Yes ☒ No

The number of registrant’s common shares outstanding on February 8, 2021 was 76,747,943.

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

- risk that we are investing a significant amount in ground-up development projects that may be dependent on third parties to deliver critical aspects of certain projects, requires spending a substantial amount upfront in infrastructure, and assumes receipt of public funding which has been committed but not entirely funded;

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

As of December 31, [removed: 2020,] [added: 2021,] we owned or had a majority ownership interest in community and neighborhood shopping centers and mixed-used properties which are operated as [removed: 101] [added: 104] predominantly retail real estate projects comprising approximately [removed: 23.4] [added: 25.1] million square feet.

No single commercial or residential property accounted for over 10% of our [removed: 2020] [added: 2021] total revenue.

As of December 31, [removed: 2020,] [added: 2021,] we had approximately [removed: 2,800] [added: 3,100] commercial leases and [removed: 2,700] [added: 3,000] 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: 3.6%] [added: 2.7%] of our annualized base rent as of December 31, [removed: 2020.][added: 2021.]

As a result of our tenant diversification, we believe our exposure to any one bankruptcy filing [removed: in the retail sector] has not been and will not be significant, however, multiple filings by a number of [removed: retailers] [added: tenants] could have a significant impact.

Our [removed: 101] [added: 104] real estate projects are located in [removed: 11] [added: 12] 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: 2020.][added: 2021.]

[Table of [removed: Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)][added: Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)]

| New Jersey | | | | | | 7 | | | | | | [removed: 1,893,000] [added: 1,892,000] | | | | | | [removed: 8.1] [added: 7.5] | | % |

| New York | | | | | | 7 | | | | | | [removed: 1,374,000] [added: 1,331,000] | | | | | | [removed: 6.0] [added: 5.3] | | % |

| Florida | | | | | | 3 | | | | | | [removed: 799,000] [added: 862,000] | | | | | | 3.4 | | % |

| Total | | | | | | [removed: 101] [added: 104] | | | | | | [removed: 23,378,000] [added: 25,102,000] | | | | | | 100.0 | | % |

Leases on residential units are generally for a period of one year or less and, in [removed: 2020,] [added: 2021,] represented approximately [removed: 10.3%] [added: 9.1%] of total rental income.

The following table sets forth the schedule of lease expirations for our commercial leases in place as of December 31, [removed: 2020] [added: 2021] for each of the 10 years beginning with [removed: 2021] [added: 2022] and after [removed: 2030] [added: 2031] 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: 2020.][added: 2021.]

During [removed: 2019,] [added: 2021,] we signed leases for a total of [removed: 1,675,000] [added: 2,193,000] square feet of retail space including [removed: 1,557,000] [added: 2,093,000] square feet of comparable space leases (leases for which there was a prior tenant) at an average rental increase of [removed: 8%] [added: 7%] on a cash basis.

New leases for comparable spaces were signed for [removed: 793,000] [added: 1,144,000] square feet at an average rental increase of [removed: 11%] [added: 10%] on a cash basis.

Renewals for comparable spaces were signed for [removed: 763,000] [added: 949,000] square feet at an average rental increase of [removed: 4%] [added: 3%] on a cash basis.

Tenant improvements and incentives for comparable spaces were [removed: $42.60] [added: $37.57] per square foot, of which, [removed: $81.24] [added: $65.92] per square foot was for new leases and [removed: $2.43] [added: $3.41] per square foot was for renewals in [removed: 2019.][added: 2021.]

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

In atypical circumstances, management may exercise judgment as to how to most effectively reflect the comparability of [removed: spaces] [added: rents] reported in this calculation.

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 [added: and 2021] than in prior years in order to appropriately reflect the comparability of [removed: spaces] [added: rents] in the calculation.

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

Incentives include amounts paid to tenants as [added: an] inducement to sign a lease that do not represent building improvements.

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

Historically, we have executed comparable space leases for [removed: 1.3] [added: 1.4] to 1.9 million square feet of retail space each year.

We expect the volume for [removed: 2021] [added: 2022] will be in line with, or potentially [removed: exceed] [added: exceed,] our historical averages given a larger amount of [removed: current] vacancy as a result of COVID-19.

The leases signed in [removed: 2020] [added: 2021] generally become effective over the following two years though some may not become effective until [removed: 2023] [added: 2024] and beyond.

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: 2020.][added: 2021.]

| Azalea South Gate, CA 90280(5)(8) | | | | | | 2014 | | | | | | 2017 | | | | | | 223,000 | | | | | | [removed: $29.15] [added: $30.30] | | | | | | 99% | | | | | | Marshalls Ross Dress for Less Ulta Michaels | | |

| Bell Gardens Bell Gardens, CA 90201(4)(5)(8) | | | | | | 1990, 2003, 2006 | | | | | | 2017/2018 | | | | | | 330,000 | | | | | | [removed: $22.77] [added: $23.28] | | | | | | [removed: 92%] [added: 98%] | | | | | | Food4Less Marshalls Ross Dress for Less Bob's Discount Furniture | | |

| Colorado Blvd Pasadena, CA 91103(4) | | | | | | 1905-1988 | | | | | | 1998 | | | | | | 42,000 | | | | | | [removed: $55.34] [added: $59.69] | | | | | | [removed: 100 %] [added: 88%] | | | | | | Banana Republic True Food Kitchen | | |

| Crow Canyon Commons San Ramon, CA 94583 | | | | | | 1980, 1998, 2006 | | | | | | 2005/2007 | | | | | | 243,000 | | | | | | [removed: $29.89] [added: $28.28] | | | | | | [removed: 98%] [added: 93%] | | | | | | Sprouts Total Wine & More Rite Aid | | |

| East Bay Bridge Emeryville & Oakland, CA 94608 | | | | | | 1994-2001, 2011, 2012 | | | | | | 2012 | | | | | | 440,000 | | | | | | [removed: $19.04] [added: $19.43] | | | | | | 99% | | | | | | Pak-N-Save Home Depot Target Nordstrom Rack | | |

| Escondido Promenade Escondido, CA 92029(5) | | | | | | 1987 | | | | | | 1996/2010 | | | | | | 298,000 | | | | | | [removed: $28.44] [added: $28.79] | | | | | | [removed: 94%] [added: 96%] | | | | | | TJ Maxx Dick's Sporting Goods Ross Dress For Less Bob's Discount Furniture | | |

| Fourth Street Berkeley, CA 94710(5) | | | | | | 1948, 1975 | | | | | | 2017 | | | | | | 71,000 | | | | | | [removed: $31.61] [added: $32.66] | | | | | | 78% | | | | | | CB2 Ingram Book Group Bellwether Coffee | | |

| Freedom Plaza Los Angeles, CA 90002(4)(5) | | | | | | 2020 | | | | | | 2018 | | | | | | [removed: 100,000] [added: 114,000] | | | | | | [removed: $29.54] [added: $30.17] | | | | | | [removed: 100 %] [added: 93%] | | | | | | Smart & Final Nike Blink Fitness Ross Dress For Less | | |

| Hastings Ranch Plaza Pasadena, CA 91107(4) | | | | | | 1958, 1984, 2006, 2007 | | | | | | 2017 | | | | | | 273,000 | | | | | | [removed: $7.88] [added: $8.47] | | | | | | [removed: 100 %] [added: 100%] | | | | | | Marshalls HomeGoods CVS Sears | | |

| Hollywood Blvd Hollywood, CA 90028 | | | | | | 1929, 1991 | | | | | | 1999 | | | | | | 181,000 | | | | | | [removed: $35.64] [added: $36.54] | | | | | | 86% | | | | | | Target Marshalls L.A. Fitness [removed: La La Land] | | |

| Kings Court Los Gatos, CA 95032(4)(6) | | | | | | 1960 | | | | | | 1998 | | | | | | 81,000 | | | | | | [removed: $40.93] [added: $41.56] | | | | | | [removed: 100 %] [added: 100%] | | | | | | Lunardi's CVS | | |

| California | | | | | | 21 | | | | | | 6,452,000 | | | | | | 25.7 | | % |

| Maryland | | | | | | 20 | | | | | | 4,488,000 | | | | | | 17.9 | | % |

| Virginia | | | | | | 18 | | | | | | 3,693,000 | | | | | | 14.7 | | % |

| Pennsylvania | | | | | | 10 | | | | | | 2,090,000 | | | | | | 8.3 | | % |

| Massachusetts | | | | | | 7 | | | | | | 2,067,000 | | | | | | 8.3 | | % |

| Illinois | | | | | | 4 | | | | | | 799,000 | | | | | | 3.2 | | % |

| Arizona | | | | | | 2 | | | | | | 736,000 | | | | | | 2.9 | | % |

| Connecticut | | | | | | 3 | | | | | | 358,000 | | | | | | 1.4 | | % |

| 2022 | | | | | | 1,807,000 | | | | | | 8 | | % | | | | $ | 50,983,000 | | | | | 8 | | % |

| 2023 | | | | | | 2,492,000 | | | | | | 11 | | % | | | | 74,952,000 | | | | | | 11 | | % |

| 2024 | | | | | | 3,441,000 | | | | | | 15 | | % | | | | 90,401,000 | | | | | | 13 | | % |

| 2025 | | | | | | 3,121,000 | | | | | | 14 | | % | | | | 81,484,000 | | | | | | 12 | | % |

| 2026 | | | | | | 2,045,000 | | | | | | 9 | | % | | | | 67,047,000 | | | | | | 10 | | % |

| 2027 | | | | | | 2,258,000 | | | | | | 10 | | % | | | | 75,497,000 | | | | | | 11 | | % |

| 2028 | | | | | | 1,526,000 | | | | | | 7 | | % | | | | 45,807,000 | | | | | | 7 | | % |

| 2029 | | | | | | 1,483,000 | | | | | | 6 | | % | | | | 49,632,000 | | | | | | 7 | | % |

| 2030 | | | | | | 1,097,000 | | | | | | 5 | | % | | | | 28,530,000 | | | | | | 4 | | % |

| 2031 | | | | | | 768,000 | | | | | | 3 | | % | | | | 28,704,000 | | | | | | 4 | | % |

| Thereafter | | | | | | 2,819,000 | | | | | | 12 | | % | | | | 85,630,000 | | | | | | 13 | | % |

| Total | | | | | | 22,857,000 | | | | | | 100 | | % | | | | $ | 678,667,000 | | | | | 100 | | % |

Rent abatement and short term rent restructuring agreements that are a result of COVID-19 impacts are not included in this calculation.

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

| Arizona | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Camelback Colonnade Phoenix, AZ 85016(5) | | | | | | 1977, 2019 | | | | | | 2021 | | | | | | 643,000 | | | | | | 17.52 | | | | | | 90% | | | | | | Fry's Food & Drug Floor & Décor Marshalls Nordstrom Last Chance Best Buy | | |

| Hilton Village Scottsdale, AZ 85250(4)(5) | | | | | | 1982, 1989 | | | | | | 2021 | | | | | | 93,000 | | | | | | 36.25 | | | | | | 93% | | | | | | CVS Houston's | | |

| Grossmont Center La Mesa, CA 91942(5) | | | | | | 1961, 1963, 1982-1983, 2002 | | | | | | 2021 | | | | | | 933,000 | | | | | | $14.19 | | | | | | 99% | | | | | | Target Walmart Macy's CVS | | |

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

| | | | | | | | | | | | | 2 units | | | | | | N/A | | | | | | 100% | | | | | | | | | | | | | | |

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

| | | | | | | | | | | | | | | | 7 units | | | | | | N/A | | | | | | 100% | | | | | | | | | | | |

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

| | | | | | | | | | | | | | | | 9 units | | | | | | N/A | | | | | | 78% | | | | | | | | | | | |

| Chesterbrook McLean, VA 22101(5) | | | | | | 1967 | | | | | | 2021 | | | | | | 90,000 | | | | | | $26.79 | | | | | | 85% | | | | | | Safeway Walgreens Starbucks | | |

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

| Twinbrooke Shopping Centre Fairfax, VA 22032 | | | | | | 1977 | | | | | | 2021 | | | | | | 106,000 | | | | | | $24.26 | | | | | | 89% | | | | | | Safeway Walgreens | | |

| Total — Commercial (9) | | | | | | | | | | | | | | | | | | 25,102,000 | | | | | | $29.69 | | | | | | 94% | | | | | | | | |

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

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

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

| Pennsylvania(2) | | | | | | 10 | | | | | | 2,216,000 | | | | | | 9.5 | | % |

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

| Illinois | | | | | | 4 | | | | | | 798,000 | | | | | | 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.

(2)Additionally, we own two participating mortgages with a net carrying value of approximately $30.3 million secured by multiple buildings in Manayunk, Pennsylvania.

| 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 | | % |

| | | | | | | | | | | | | 2 Units | | | | | | N/A | | | | | | 100 % | | | | | | | | | | | | | | |

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

| Saugus Plaza Saugus, MA 01906 | | | | | | 1976 | | | | | | 1996 | | | | | | 166,000 | | | | | | $17.22 | | | | | | 100 % | | | | | | Super Stop & Shop Floor & Decor | | |

| | | | | | | | | | | | | | | | 9 Units | | | | | | N/A | | | | | | 44% | | | | | | | | | | | |

| Leesburg Plaza Leesburg, VA 20176 | | | | | | 1967 | | | | | | 1998 | | | | | | 236,000 | | | | | | $23.40 | | | | | | 83% | | | | | | Giant Food Petsmart Office Depot | | |

| Total — Commercial (9) | | | | | | | | | | | | | | | | | | 23,378,000 | | | | | | $29.86 | | | | | | 92% | | | | | | | | |

[Table of [removed: Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)][added: Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)]

On February [removed: 8, 2021,] [added: 7, 2022,] there were [removed: 2,307] [added: 2,271] 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: 53] [added: 54] consecutive years.

Our total annual dividends paid per common share for [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] were [removed: $4.21] [added: $4.25] per share and [removed: $4.11] [added: $4.21] per share, respectively.

No assurances can be given regarding what portion, if any, of distributions in [removed: 2021] [added: 2022] or subsequent years will constitute a return of capital for federal income tax purposes.

| Ordinary dividend | | | $ | [removed: 3.452] [added: 3.358] | | | | | $ | [removed: 4.110] [added: 3.452] | |

| Return of capital | | | [removed: 0.758] [added: 0.212] | | | | | | [removed: —] [added: 0.758] | | |

[Table of [removed: Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)][added: Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)]

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: 2015,] [added: 2016,] and ending December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] we [removed: did not issue any] [added: issued 27,302] common shares in connection with the redemption of operating partnership units.

Any equity securities sold by us during [removed: 2020] [added: 2021] that were not registered have been previously reported in a Quarterly Report on Form 10-Q.

During [removed: 2020, 2,100] [added: 2021, 2,193] restricted common shares were forfeited by former employees.

| 2021 | | | | | | | | | | | | | | | | | |

| Fourth quarter | | | $ | 138.40 | | | | | $ | 117.48 | | | | | $ | 1.070 | |

| Third quarter | | | $ | 123.43 | | | | | $ | 111.21 | | | | | $ | 1.070 | |

| Second quarter | | | $ | 125.00 | | | | | $ | 101.45 | | | | | $ | 1.060 | |

| First quarter | | | $ | 110.66 | | | | | $ | 81.85 | | | | | $ | 1.060 | |

| 2021 | | | | | | 2020 | | | | | |

| Capital gain | | | 0.680 | | | | | | — | | |

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

| | | | $ | 4.250 | | | | | $ | 4.210 | |

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

| 2019 | | | | | | | | | | | | | | | | | |

| Fourth quarter | | | $ | 141.35 | | | | | $ | 126.69 | | | | | $ | 1.050 | |

| Third quarter | | | $ | 137.14 | | | | | $ | 126.11 | | | | | $ | 1.050 | |

| Second quarter | | | $ | 139.03 | | | | | $ | 126.29 | | | | | $ | 1.020 | |

| First quarter | | | $ | 139.29 | | | | | $ | 115.09 | | | | | $ | 1.020 | |

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

| Ordinary dividend eligible for 15% rate | | | — | | | | | | — | | |

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

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

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: 2020.][added: 2021.]

Based on that evaluation, the Trust’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, [removed: 2020,] [added: 2021,] the Trust’s disclosure controls and procedures were effective at a reasonable assurance level.

[removed: Internal] [added: Management's Evaluation of Internal] Control over Financial Reporting

We assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Based on that assessment and criteria, management concluded that the Trust's internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

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](#ia6f89e26dc2a410293fd3b9fac7312e1_100)] [added: [F-2](#ibe58cef85c3b4b7887126cf4cc9e906a_103)] 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: 2020] [added: 2021] that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

[Table of Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)

[Table of [removed: Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)][added: Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)]

Certain information required in Part III is omitted from this Report but is incorporated herein by reference from our Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders (as amended or supplemented, the “Proxy Statement”).

| 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](#ia6f89e26dc2a410293fd3b9fac7312e1_97).] [added: F-[1](#ibe58cef85c3b4b7887126cf4cc9e906a_100).] | | |

| Our financial statement schedules are included in a separate section of this Annual Report on Form 10-K commencing on page [removed: F-[32](#ia6f89e26dc2a410293fd3b9fac7312e1_202).] [added: F-[32](#ibe58cef85c3b4b7887126cf4cc9e906a_199).] | | |

[Table of [removed: Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)][added: Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)]

| [removed: 3.1] [added: 10.6] | | | | | | [removed: 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] [added: *] Amendment [removed: of Declaration of Trust of] [added: to Severance Agreement between] Federal Realty Investment Trust [added: and Dawn M. Becker] dated [removed: May 6, 2009] [added: February 16, 2005] (previously filed as [Exhibit [removed: 3.1](http://www.sec.gov/Archives/edgar/data/34903/000119312509131764/dex31.htm)] [added: 10.27](http://www.sec.gov/Archives/edgar/data/34903/000119312505043736/dex1027.htm)] to the [removed: Trust’s Registration Statement on] [added: Predecessor's 2004] Form [removed: S-3 (File No. 333-160009)] [added: 10-K] and incorporated herein by reference) | | |

| [removed: 3.2] [added: 10.1] | | | | | | [removed: Amended and Restated Bylaws of] [added: * Severance Agreement between] Federal Realty Investment Trust [added: and Donald C. Wood] dated February [removed: 12, 2003, as amended October 29, 2003, May 5, 2004, February 17, 2006, May 6, 2009, November 2, 2016, February 5, 2019, and April 2, 2020] [added: 22, 1999] (previously filed as [added: a portion of] [Exhibit [removed: 3.2](https://www.sec.gov/Archives/edgar/data/34903/000003490320000021/frt-03312020xex32.htm)] [added: 10](http://www.sec.gov/Archives/edgar/data/34903/0000928385-99-001432.txt)] to the [removed: Trust’s] [added: Predecessor's] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2020 (File No. 1-07533)] [added: 1999 (the "1999 1Q Form 10-Q")] and incorporated herein by reference) | | |

| 4.1 | | | | | | Specimen Common Share certificate (previously filed as Exhibit 4(i) to the [removed: Trust’s] [added: Predecessor’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 [removed: (File No. 1-07533)] and incorporated herein by reference) | | |

| [removed: 4.2] [added: 4.7] | | | | | | [removed: Articles Supplementary] [added: Specimen certificate] relating to the [removed: 5.417%] [added: 5.000%] Series [removed: 1] [added: C] Cumulative [removed: Convertible] [added: Redeemable] Preferred Shares of Beneficial Interest (previously filed as [Exhibit [removed: 4.1](http://www.sec.gov/Archives/edgar/data/34903/000119312507053506/dex41.htm)] [added: 4.3](http://www.sec.gov/Archives/edgar/data/34903/000119312517299279/d453589dex43.htm)] to the [removed: Trust’s Current Report] [added: Predecessor's Registration Statement] on Form [removed: 8-K] [added: 8-A,] filed on [removed: March 13, 2007, (File No. 1-07533)] [added: September 29, 2017] and incorporated herein by reference) | | |

| [removed: 4.3] [added: 4.2] | | | | | | Indenture dated December 1, 1993 related to the [removed: Trust’s] [added: Partnership’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 [removed: Trust’s] [added: Predecessor’s] Registration Statement on Form [removed: S-3 (File No. 33-51029),] [added: S-3,] and amended on Form [removed: S-3 (File No. 33-63687),] [added: S-3,] filed on December 13, 1993 and incorporated herein by [removed: reference)] [added: reference)*] | | |

| [removed: 4.4] [added: 4.3] | | | | | | Indenture dated September 1, 1998 related to the [removed: Trust’s 3.00% Notes due 2022;] [added: Partnership’s] 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 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 [removed: Trust’s] [added: Predecessor’s] Registration Statement on Form S-3 [removed: (File No. 333-63619)] filed on September 17, 1998 and incorporated herein by [removed: reference)] [added: reference)*] | | |

| 4.6 | | | | | | 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 [removed: Trust's] [added: Predecessor's] Registration Statement on Form [removed: 8-A (File No. 1-07533),] [added: 8-A,] filed on September 29, 2017 and incorporated herein by reference) | | |

| 4.8 | | | | | | Description of Securities (previously filed as [Exhibit 4.8](https://www.sec.gov/Archives/edgar/data/34903/000003490320000008/frt-12312019xex48.htm) to the [removed: Trust's] [added: Predecessor's] Annual Report on Form 10-K for the year ended December 31, 2019 [removed: (File No. 001-07533] and incorporated here by reference) | | |

| [removed: 10.1] [added: 10.2] | | | | | | * [removed: Severance] [added: Executive] Agreement between [removed: the] [added: 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 [removed: Trust's Quarterly Report on Form 10-Q for the quarter ended March 31,] [added: Predecessor's] 1999 [removed: (File No. 1-07533) (the "1999] 1Q Form [removed: 10-Q")] [added: 10-Q] and incorporated herein by reference) | | |

| [removed: 10.2] [added: 10.9] | | | | | | * [added: Second Amendment to] Executive Agreement between Federal Realty Investment Trust and Donald C. Wood dated [removed: February 22, 1999] [added: January 1, 2009] (previously filed as [removed: a portion of] [Exhibit [removed: 10](http://www.sec.gov/Archives/edgar/data/34903/0000928385-99-001432.txt)] [added: 10.27](http://www.sec.gov/Archives/edgar/data/34903/000119312509038641/dex1027.htm)] to the [removed: 1999 1Q] [added: Predecessor’s 2008] Form [removed: 10-Q] [added: 10-K] and incorporated herein by reference) | | |

| 10.3 | | | | | | * 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 [removed: Trust’s] [added: Predecessor’s] Annual Report on Form 10-K for the year ended December 31, 2004 [removed: (File No. 1-07533)] (the “2004 Form 10-K”) and incorporated herein by reference) | | |

| [removed: 10.5] [added: 10.4] | | | | | | * 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 [added: Predecessor's] 2004 Form 10-K and incorporated herein by reference) | | |

| [removed: 10.6] [added: 10.5] | | | | | | * Severance Agreement between [removed: the] [added: Federal Realty Investment] 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 [removed: Trust’s] [added: Predecessor’s] 2005 2Q Form 10-Q and incorporated herein by reference) | | |

| [removed: 10.7] [added: 10.11] | | | | | | * [added: Second] Amendment to Severance Agreement between [removed: the] [added: Federal Realty Investment] Trust and Dawn M. Becker dated [removed: February 16, 2005] [added: January 1, 2009] (previously filed as [Exhibit [removed: 10.27](http://www.sec.gov/Archives/edgar/data/34903/000119312505043736/dex1027.htm)] [added: 10.30](https://www.sec.gov/Archives/edgar/data/34903/000119312509038641/dex1030.htm)] to the [removed: 2004] [added: Predecessor’s 2008] Form 10-K and incorporated herein by reference) | | |

| [removed: 10.8] [added: 10.7] | | | | | | 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 [removed: Trust's] [added: Predecessor's] Annual Report on Form 10-K for the year ended December 31, 2010 [removed: (File No. 1-07533)] (the "2010 Form 10-K") and incorporated herein by reference) | | |

| [removed: 10.9] [added: 10.8] | | | | | | * Amendment to Severance Agreement between [removed: the] [added: Federal Realty Investment] 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 [removed: Trust’s] [added: Predecessor’s] Annual Report on Form 10-K for the year ended December 31, 2008 [removed: (File No. 1-07533)] (“the 2008 Form 10-K”) and incorporated herein by reference) | | |

| 10.10 | | | | | | * [removed: Second] Amendment to [removed: Executive] [added: Health Coverage Continuation] Agreement between [removed: the] [added: Federal Realty Investment] Trust and Donald C. Wood dated January 1, 2009 (previously filed as [Exhibit [removed: 10.27](http://www.sec.gov/Archives/edgar/data/34903/000119312509038641/dex1027.htm)] [added: 10.28](https://www.sec.gov/Archives/edgar/data/34903/000119312509038641/dex1028.htm)] to the [removed: Trust’s] [added: Predecessor’s] 2008 Form 10-K and incorporated herein by reference) | | |

| [removed: 10.12] [added: 10.26] | | | | | | [removed: * Second Amendment to] Severance Agreement between [removed: the] [added: Federal Realty Investment] Trust and [removed: Dawn M. Becker] [added: Daniel Guglielmone] dated [removed: January 1, 2009] [added: August 15, 2016] (previously filed as [Exhibit [removed: 10.30](http://www.sec.gov/Archives/edgar/data/34903/000119312509038641/dex1030.htm)] [added: 10.36](http://www.sec.gov/Archives/edgar/data/34903/000003490316000072/frt-09302016xex1036.htm)] to the [removed: Trust’s 2008] [added: Predecessor's Quarterly Report on] Form [removed: 10-K] [added: 10-Q for the quarter ended September 30, 2016] and incorporated herein by reference) | | |

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

| [removed: 10.14] [added: 10.12] | | | | | | [removed: Amendment to] 2010 Performance Incentive Plan [removed: (“the 2010 Plan”)] (previously filed as [Appendix [removed: A](http://www.sec.gov/Archives/edgar/data/34903/000119312510065274/ddef14a.htm#toc85041_80)] [added: A](https://www.sec.gov/Archives/edgar/data/34903/000119312510065274/ddef14a.htm#toc85041_80)] to the [removed: Trust’s] [added: Predecessor’s Definitive] Proxy Statement for the 2010 Annual Meeting of Shareholders [removed: (File No. 01-07533)] and incorporated herein by reference) | | |

| [removed: 10.15] [added: 10.36] | | | | | | [removed: * Restricted Share] [added: Form of Performance] Award Agreement [removed: between the Trust and Donald C. Wood] [added: for Jeffrey S. Berkes,] dated [removed: October 12, 2010] [added: February 10, 2021] (previously filed as [Exhibit [removed: 10.36](http://www.sec.gov/Archives/edgar/data/34903/000119312510246216/dex1036.htm)] [added: 10.1](https://www.sec.gov/Archives/edgar/data/34903/000003490321000032/exhibit101.htm)] to the [removed: Trust’s Quarterly] [added: Predecessor’s Current] Report on Form [removed: 10-Q for the quarter ended September 30, 2010 (File No. 01-07533)] [added: 8-K, filed on February 12, 2021,] and incorporated herein by reference) | | |

| [removed: 10.16] [added: 10.14] | | | | | | Form of Restricted Share Award Agreement for awards made under [removed: the] [added: Federal Realty Investment] 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 [removed: Trust’s] [added: Predecessor’s] 2010 Form 10-K [removed: (File No. 1-07533)] and incorporated herein by reference) | | |

| [removed: 10.17] [added: 10.15] | | | | | | Form of Option Award Agreement for awards made under [removed: the] [added: Federal Realty Investment] Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as [Exhibit 10.38](http://www.sec.gov/Archives/edgar/data/34903/000119312511036800/dex1038.htm) to the [removed: Trust’s] [added: Predecessor’s] 2010 Form 10-K [removed: (File No. 1-07533)] and incorporated herein by reference) | | |

| [removed: 10.18] [added: 10.16] | | | | | | Form of Option Award Agreement for front loaded awards made under [removed: the] [added: Federal Realty Investment] Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as [Exhibit 10.39](http://www.sec.gov/Archives/edgar/data/34903/000119312511036800/dex1039.htm) to the [removed: Trust’s] [added: Predecessor’s] 2010 Form 10-K [removed: (File No. 1-07533)] and incorporated herein by reference) | | |

| [removed: 10.19] [added: 10.17] | | | | | | 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 [removed: Trust’s] [added: Predecessor’s] 2010 Form 10-K [removed: (File No. 1-07533)] and incorporated herein by reference) | | |

| [removed: 10.20] [added: 10.18] | | | | | | Credit Agreement dated as of July 7, 2011, by and among the [removed: Trust,] [added: Predecessor,] as Borrower, the financial institutions party thereto and their permitted assignees under Section 12.6., as Lenders, Wells Fargo Bank, National Association, as Administrative Agent, PNC Bank, National Association, as Syndication Agent, Wells Fargo Securities, LLC, as a Lead Arranger and Book Manager, and PNC Capital Markets LLC, as a Lead Arranger and Book Manager (previously filed as [Exhibit 10.1](http://www.sec.gov/Archives/edgar/data/34903/000119312511186005/dex101.htm) to the Trust’s Current Report on Form [removed: 8-K (File No. 1-07533),] [added: 8-K,] filed on July 11, 2011 and incorporated herein by [removed: reference)] [added: reference)*] | | |

| [removed: 10.21] [added: 10.19] | | | | | | Revised Form of Restricted Share Award Agreement for front loaded awards made under [removed: the] [added: Federal Realty Investment] Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as [Exhibit 10.35](http://www.sec.gov/Archives/edgar/data/34903/000003490313000006/frt-12312012xex1035.htm) to the [removed: Trust's] [added: Predecessor's] Annual Report on Form 10-K for the year ended December 31, 2012 [removed: (File No. 1-07533)] (the "2012 Form 10-K") and incorporated herein by reference) | | |

| [removed: 10.22] [added: 10.20] | | | | | | Revised Form of Restricted Share Award Agreement for long-term vesting and retention awards made under [removed: the] [added: Federal Realty Investment] Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as [removed: Exhibit 10.36] [added: [Exhibit](https://www.sec.gov/Archives/edgar/data/34903/000003490313000006/frt-12312012xex1036.htm) [10.36](https://www.sec.gov/Archives/edgar/data/34903/000003490313000006/frt-12312012xex1036.htm)] to the [removed: Trust's] [added: Predecessor's] 2012 Form 10-K [removed: (File No. 1-07533)] and incorporated herein by reference) | | |

| [removed: 10.23] [added: 10.21] | | | | | | Revised Form of Performance Share Award Agreement for shares awarded out of the 2010 Plan (previously filed as [removed: Exhibit 10.37] [added: [Exhibit 10.37](https://www.sec.gov/Archives/edgar/data/34903/000003490313000006/frt-12312012xex1037.htm)] to the [removed: Trust's] [added: Predecessor's] 2012 Form 10-K [removed: (File No. 1-07533)] and incorporated herein by reference) | | |

| [removed: 10.24] [added: 10.22] | | | | | | Revised Form of Restricted Share Award Agreement for awards made under [removed: the] [added: Federal Realty Investment] 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 10.38](http://www.sec.gov/Archives/edgar/data/34903/000003490313000006/frt-12312012xex1038.htm) to the [removed: Trust's] [added: Predecessor's] 2012 Form 10-K [removed: (File No. 1-07533)] and incorporated herein by reference) | | |

| [removed: 10.25] [added: 10.24] | | | | | | First Amendment to the Credit Agreement, dated as of April 22, 2013, by and among [removed: Federal Realty Investment Trust,] [added: the Predecessor,] each of the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (previously filed as [Exhibit 10.1](http://www.sec.gov/Archives/edgar/data/34903/000003490313000012/frt-04262013ex101.htm) to the [removed: Trust's] [added: Predecessor's] Current Report on Form [removed: 8-K (File No. 1-07533),] [added: 8-K,] filed on April 26, 2013 and incorporated herein by [removed: reference)] [added: reference)*] | | |

| [removed: 10.26] [added: 10.25] | | | | | | Second Amendment to Credit Agreement, dated as of April 20, 2016, by and among [removed: Federal Realty Investment Trust,] [added: the Predecessor,] 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/34903/000003490316000053/frt-042016ex101.htm) to the [removed: Trust's] [added: Predecessor's] Current Report on Form [removed: 8K (File No. 1-07533),] [added: 8-K,] filed on April 26, 2016 and incorporated herein by [removed: reference)] [added: reference)*] | | |

| [removed: 10.28] [added: 10.27] | | | | | | Amended and Restated Credit Agreement, dated as of July 25, 2019, by and among [removed: Federal Realty Investment Trust,] [added: the Predecessor,] each of the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent (previously filed as [Exhibit [removed: 10.1](http://www.sec.gov/Archives/edgar/data/34903/000003490314000032/frt-08282014ex101.htm)] [added: 10.1](https://www.sec.gov/Archives/edgar/data/0000034903/000119312519205407/d783287dex101.htm)] to the [removed: Trust's] [added: Predecessor's] Current Report on Form [removed: 8-K (File No. 1-07533),] [added: 8-K,] filed on July 29, 2019 and incorporated [removed: herin] [added: herein] by [removed: reference)] [added: reference)*] | | |

| [removed: 10.29] [added: 10.28] | | | | | | 2020 Performance Incentive Plan (previously filed as [removed: [Appendix](https://www.sec.gov/Archives/edgar/data/34903/000119312520080068/d861275ddef14a.htm#tx861275_56) [B](https://www.sec.gov/Archives/edgar/data/34903/000119312520080068/d861275ddef14a.htm#tx861275_56)] [added: [Appendix B](https://www.sec.gov/Archives/edgar/data/34903/000119312520080068/d861275ddef14a.htm#tx861275_56)] to the [removed: Trust’s] [added: Predecessor’s] Definitive Proxy Statement for the 2020 Annual Meeting of Shareholders [removed: (File No. 01-07533)] and incorporated herein by reference) | | |

| [removed: 10.30] [added: 10.29] | | | | | | Term Loan Agreement dated as of May 6, 2020, by and among the [removed: Trust,] [added: Predecessor,] as Borrower, the financial institutions party thereto and their permitted assignees under Section 12.6., as Lenders, PNC Bank, National Association, as Administrative Agent, Regions Bank, Truist Bank, and U.S. Bank National Bank Association as Co-Syndication Agents, PNC Capital Markets, LLC, Regions Capital Markets, Suntrust Robinson Humphrey, Inc., and U.S. Bank National Association, as Joint Lead Arrangers and Book Managers (previously filed as [Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/34903/000119312520134999/d877466dex101.htm) to the [removed: Trust's] [added: Predecessor's] Current Report on Form [removed: 8-K (File No. 1-07533),] [added: 8-K,] filed on May 6, 2020 and incorporated herein by [removed: reference)] [added: reference)*] | | |

| [removed: 10.31] [added: 10.30] | | | | | | First Amendment to the Credit Agreement, dated as of May 6, 2020, by and among [removed: Federal Realty Investment Trust,] [added: the Predecessor,] each of the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (previously filed as [Exhibit 10.2](https://www.sec.gov/Archives/edgar/data/34903/000119312520134999/d877466dex102.htm) to the [removed: Trust's] [added: Predecessor's] Current Report on Form [removed: 8-K (File No. 1-07533),] [added: 8-K,] filed on May 6, 2020, and incorporated herein by [removed: reference)] [added: reference)*] | | |

| [removed: 10.32] [added: 10.31] | | | | | | [removed: [Form] [added: Form] of Restricted Share Award Agreement for awards made under [removed: the] [added: Federal Realty Investment] 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 2020 Plan [removed: (filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490321000020/frt-12312020xex1033.htm)] [added: (previously filed as [Exhibit 10.32](https://www.sec.gov/Archives/edgar/data/34903/000003490321000020/frt-12312020xex1033.htm) to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021, and incorporated herein by reference)] | | |

| 2.1 | | | | | | Merger Agreement and Plan of Reorganization, dated December 2, 2021, by and among the Predecessor, the Parent Company, and Merger Sub (previously filed as [Exhibit 2.1](https://www.sec.gov/Archives/edgar/data/34903/000003490321000080/frt-12022021exhibit21.htm) to the Predecessor's Current Report on Form 8-K filed on December 2, 2021 and incorporated herein by reference) | | |

| [3.1](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex31.htm) | | | | | | Amended and Restated Declaration of Trust of the Parent Company dated January 1, 2022, as amended by the Articles of Amendment of Amended and Restated Declaration of Trust dated January 1, 2022 (filed herewith) | | |

| 3.2 | | | | | | Amended and Restated Bylaws of the Parent Company dated January 1, 2022 (previously filed as [Exhibit 3.](https://www.sec.gov/Archives/edgar/data/0000034903/000119312522000302/d231372dex33.htm)[3](https://www.sec.gov/Archives/edgar/data/0000034903/000119312522000302/d231372dex33.htm) to our Current Report on Form 8-K filed on January 3, 2022 and incorporated herein by reference) | | |

| 3.3 | | | | | | Articles of Merger, dated December 8, 2021, by and among Merger Sub and the Predecessor (previously filed as [Exhibit 3.4](https://www.sec.gov/Archives/edgar/data/0000034903/000119312522000302/d231372dex34.htm) to the Parent Company's Current Report on Form 8-K filed on January 3, 2022 and incorporated herein by reference) | | |

| 3.4 | | | | | | Certificate of Limited Partnership of Federal Realty OP LP (previously filed as [Exhibit 3.1](https://www.sec.gov/Archives/edgar/data/34903/000119312522002748/d275243dex31.htm) to our Current Report on Form 8-K filed on January 5, 2022 and incorporated herein by reference) | | |

| 3.5 | | | | | | Agreement of Limited Partnership of Federal Realty OP LP, dated as of January 5, 2022, by and between Federal Realty GP LLC and the Parent Company (Previously filed as [Exhibit 3.2](https://www.sec.gov/Archives/edgar/data/34903/000119312522002748/d275243dex32.htm) to our Current Report on Form 8-K filed on January 5, 2022 and incorporated herein by reference) | | |

| 4.4 | | | | | | First Supplemental Indenture, dated as of January 5, 2022, by and between Federal Realty OP LP and U.S. Bank National Association, with respect to the Partnership's Indenture dated December 1, 1993 related to the Partnership's 7.48% Debentures due August 15, 2026 and 6.82% Medium Term Notes due August 1, 2027 (previously filed as [Exhibit 4.1](https://www.sec.gov/Archives/edgar/data/34903/000119312522002748/d275243dex41.htm) to our Current Report on Form 8-K filed on January 5, 2022 and incorporated herein by reference) | | |

| 4.5 | | | | | | First Supplemental Indenture, dated as of January 5, 2022, by and between Federal Realty OP LP and U.S. Bank National Association, with respect to the Partnership's Indenture dated September 1, 1998 related to the Partnership's 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 2029; 3.50% Notes due 2030; 1.25% Notes due 2026 (previously filed as [Exhibit 4.](https://www.sec.gov/Archives/edgar/data/34903/000119312522002748/d275243dex42.htm)[2](https://www.sec.gov/Archives/edgar/data/34903/000119312522002748/d275243dex42.htm) to our Current Report on Form 8-K filed on January 5, 2022 and incorporated herein by reference) | | |

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

| 10.23 | | | | | | First Amendment to the Credit Agreement, dated as of April 22, 2013, by and among the Predecessor, each of the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (previously filed as [Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/34903/000003490313000012/frt-04262013ex101.htm) to the Predecessor's Current Report on Form 8-K, filed on April 26, 2013 and incorporated herein by reference)* | | |

| 10.37 | | | | | | Amended and Restated Severance Agreement between Federal Realty Investment Trust and Jeffery S. Berkes, dated February 10, 2021 (previously filed as [Exhibit 10.2](https://www.sec.gov/Archives/edgar/data/34903/000003490321000032/exhibit102.htm) to the Predecessor's Current Report on Form 8-K, filed on February 12, 2021 and incorporated herein by reference) | | |

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

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

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

| Exhibit No. | | | | | | Description | | | | | |

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

| 10.38 | | | | | | First Amendment to Term Loan Agreement, dated as of April 16, 2021, by and among the Predecessor, as borrower, the Lenders, New Lenders, Departing Lenders (as each such term is defined therein) and PNC Bank, National Association, as Administrative Agent (previously filed as [Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/0000034903/000119312521121313/d126788dex101.htm) to the Predecessor's Current Report on From 8-K, filed on April 19, 2021, and incorporated herein by reference)* | | | | | |

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

| 10.39 | | | | | | Omnibus Assignment, Assumption and Amendment entered into between the Predecessor and the Parent Company (previously filed as [Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/0000034903/000119312522000302/d231372dex101.htm) to our Current Report on Form 8-K, filed on January 3, 2022 and incorporated herein by reference) | | | | | |

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

| 10.40 | | | | | | Second Amendment to Amended and Restated Credit Agreement and Consent, dated as of January 1, 2022, by and among the Predecessor, as borrower, each of the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (previously filed as [Exhibit 10.2](https://www.sec.gov/Archives/edgar/data/34903/000119312522000302/d231372dex102.htm) to the Trust’s Current Report on Form 8-K filed on January 3, 2022 and incorporated herein by reference)* | | | | | |

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

| 10.41 | | | | | | Second Amendment to Term Loan Agreement and Consent, dated as of January 1, 2022, by and among the Predecessor, as borrower, each of the lenders party thereto and PNC Bank, National Association, as administrative agent (previously filed as [Exhibit 10.3](https://www.sec.gov/Archives/edgar/data/34903/000119312522000302/d231372dex103.htm) to the Trust’s Current Report on Form 8-K filed on January 3, 2022 and incorporated herein by reference)* | | | | | |

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

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

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

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

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

| 31.3 | | | | | | [Rule 13a-14(a) Certification of Chief Executive Officer](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex313.htm) [-](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex313.htm) [Federal Realty](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex313.htm) [OP LP](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex313.htm) [(filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex313.htm) | | | | | |

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

| 31.4 | | | | | | [Rule 13a-14(a) Certification of Chief Financial Officer](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex314.htm) [-](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex314.htm) [Federal Realty](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex314.htm) [OP LP](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex314.htm) [(filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex314.htm) | | | | | |

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

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

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

| 32.3 | | | | | | [Section 1350 Certification of Chief Executive Officer](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex323.htm) [-](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex323.htm) [Federal Realty](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex323.htm) [OP L](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex323.htm)[P](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex323.htm) [(filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex323.htm) | | | | | |

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

| 32.4 | | | | | | [Section 1350 Certification of Chief Financial Officer](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex324.htm) [-](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex324.htm) [Federal Realty](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex324.htm) [OP LP](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex324.htm) [(filed herewith)](https://www.sec.gov/Archives/edgar/data/34903/000003490322000023/frt-12312021xex324.htm) | | | | | |

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

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

| | | | | | | | | |

| 4.5 | | | | | | 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) | | |

| 4.7 | | | | | | 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) | | |

| 10.4 | | | | | | 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) | | |

| 10.11 | | | | | | * 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) | | |

| 10.27 | | | | | | Severance Agreement between the Trust and Daniel Guglielmone dated August 15, 2016 (previously filed as [Exhibit 10.36](http://www.sec.gov/Archives/edgar/data/34903/000003490316000072/frt-09302016xex1036.htm) to the Trust's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (File No. 1-07533 and incorporated herein by reference) | | |

[Table of [removed: Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)][added: Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)]

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: 11, 2021.][added: 10, 2022.]

| /S/ DONALD C. WOOD | | | | | | Chief Executive Officer and Trustee | | | | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /S/ DANIEL GUGLIELMONE | | | | | | Executive Vice President - Chief Financial | | | | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /S/ [removed: JOSEPH S. VASSALLUZZO] [added: DAVID W. FAEDER] | | | | | | [removed: Non-Executive] [added: Non -Executive] Chairman | | | | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /S/ ELIZABETH I. HOLLAND | | | | | | Trustee | | | | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /S/ NICOLE Y. LAMB-HALE | | | | | | Trustee | | | | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /S/ ANTHONY P. NADER, III | | | | | | Trustee | | | | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /S/ MARK S. ORDAN | | | | | | Trustee | | | | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| /S/ GAIL P. STEINEL | | | | | | Trustee | | | | | | February [removed: 11, 2021] [added: 10, 2022] | | |

| | | | Federal Realty OP LP | | |

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

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

| Joseph S. Vassalluzzo | | | | | | | | | | | | | | |

| /S/ JON E. BORTZ | | | | | | Trustee | | | | | | February 11, 2021 | | |

| Jon E. Bortz | | | | | | | | | | | | | | |

| /S/ DAVID W. FAEDER | | | | | | Trustee | | | | | | February 11, 2021 | | |

| Report of Independent Registered Public Accounting Firm [added: ( PCAOB ID Number 248)] | | | [removed: F-[2](#ia6f89e26dc2a410293fd3b9fac7312e1_100)] [added: F-[2](#ibe58cef85c3b4b7887126cf4cc9e906a_103)] | | |

| Report of Independent Registered Public Accounting Firm [added: ( PCAOB ID Number 248)] | | | [removed: F-[3](#ia6f89e26dc2a410293fd3b9fac7312e1_103)] [added: F-[3](#ibe58cef85c3b4b7887126cf4cc9e906a_106)] | | |

| Consolidated Balance Sheets | | | [removed: F-[5](#ia6f89e26dc2a410293fd3b9fac7312e1_106)] [added: F-[5](#ibe58cef85c3b4b7887126cf4cc9e906a_109)] | | |

| Consolidated Statements of Comprehensive Income | | | [removed: F-[6](#ia6f89e26dc2a410293fd3b9fac7312e1_112)] [added: F-[6](#ibe58cef85c3b4b7887126cf4cc9e906a_115)] | | |

| Consolidated Statement of Shareholders’ Equity | | | [removed: F-[7](#ia6f89e26dc2a410293fd3b9fac7312e1_115)] [added: F-[7](#ibe58cef85c3b4b7887126cf4cc9e906a_118)] | | |

| Consolidated Statements of Cash Flows | | | [removed: F-[8](#ia6f89e26dc2a410293fd3b9fac7312e1_121)] [added: F-[8](#ibe58cef85c3b4b7887126cf4cc9e906a_124)] | | |

| Notes to Consolidated Financial Statements | | | [removed: F-[9](#ia6f89e26dc2a410293fd3b9fac7312e1_124)] [added: F-[9](#ibe58cef85c3b4b7887126cf4cc9e906a_127)] | | |

| Schedule III—Summary of Real Estate and Accumulated Depreciation | | | [removed: F-[32](#ia6f89e26dc2a410293fd3b9fac7312e1_202)] [added: F-[32](#ibe58cef85c3b4b7887126cf4cc9e906a_199)] | | |

| Schedule IV—Mortgage Loans on Real Estate | | | [removed: F-[40](#ia6f89e26dc2a410293fd3b9fac7312e1_208)] [added: F-[40](#ibe58cef85c3b4b7887126cf4cc9e906a_205)] | | |

[Table of [removed: Contents](#ia6f89e26dc2a410293fd3b9fac7312e1_97)][added: Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)]

We have audited the internal control over financial reporting of Federal Realty Investment Trust (a Maryland real estate investment trust) and subsidiaries (collectively, the "Trust") as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in the 2013 *Internal Control—Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

In our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in the 2013 *Internal Control-Integrated Framework* issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Trust as of and for the year ended December 31, [removed: 2020,] [added: 2021,] and our report dated February [removed: 11, 2021] [added: 10, 2022] expressed an unqualified opinion on those financial statements.

The Trust’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Evaluation of [removed: Disclosure Controls and Procedures.][added: Internal Control over Financial Reporting.]

We have audited the accompanying consolidated balance sheets of Federal Realty Investment Trust (a Maryland real estate investment trust) and subsidiaries (collectively, the "Trust") as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and financial statement schedules included under Item [removed: 15(a)] [added: 15(a)(2)] (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Trust’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in the 2013 *Internal Control-Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February [removed: 11, 2021] [added: 10, 2022] expressed an unqualified opinion.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit matter or on the accounts or disclosures to which it relates.

In order to recognize rental revenue on an accrual basis, the Trust must determine whether substantially all [removed: of] the rents due under a lease arrangement are collectible.

- Creditworthiness of the [removed: tenant.][added: tenant]

- Current economic [removed: conditions.][added: conditions]

- Historical experience with the tenant and other tenants operating in the same [removed: industry.][added: industry]

- We researched recent publicly available information such as bankruptcy filings, industry journals, and periodicals, and for any of the Trust’s tenants identified in our [removed: research] [added: research,] we evaluated whether such information was considered in management’s collectibility assessment.

- For a [removed: sample] [added: selection] of tenant receivables where collectibility was deemed as probable, we inspected and evaluated management’s documentation supporting the collectibility assessment.

- [removed: We selected] [added: For] a [removed: sample] [added: selection] of [removed: leases to evaluate] [added: leases, we evaluated] the collectibility assessment conclusion reached by management and performed the following procedures for each selection:

| | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Operating (including [removed: $1,703,202] [added: $2,207,648] and [removed: $1,676,866] [added: $1,703,202] of consolidated variable interest entities, respectively) | | | $ | [removed: 7,771,981] [added: 8,814,791] | | | | | $ | [removed: 7,535,983] [added: 7,771,981] | |

| Construction-in-progress (including [removed: $44,896] [added: $18,752] and [removed: $102,583] [added: $44,896] of consolidated variable interest entities, respectively) | | | [removed: 810,889] [added: 607,271] | | | | | | [removed: 760,420] [added: 810,889] | | |

| Less accumulated depreciation and amortization (including [removed: $335,735] [added: $389,950] and [removed: $296,165] [added: $335,735] of consolidated variable interest entities, respectively) | | | [removed: (2,357,692)] [added: (2,531,095)] | | | | | | [removed: (2,215,413)] [added: (2,357,692)] | | |

| Net real estate | | | [removed: 6,225,178] [added: 6,890,967] | | | | | | [removed: 6,082,719] [added: 6,225,178] | | |

| Cash and cash equivalents | | | [removed: 798,329] [added: 162,132] | | | | | | [removed: 127,432] [added: 798,329] | | |

| Accounts and notes receivable | | | [removed: 159,780] [added: 169,007] | | | | | | [removed: 152,572] [added: 159,780] | | |

| Mortgage notes receivable, net | | | [removed: 39,892] [added: 9,543] | | | | | | [removed: 30,429] [added: 39,892] | | |

| Investment in partnerships | | | [removed: 22,128] [added: 13,027] | | | | | | [removed: 28,604] [added: 22,128] | | |

| Operating lease right of use assets | | | [removed: 92,248] [added: 90,743] | | | | | | [removed: 93,774] [added: 92,248] | | |

| Finance lease right of use assets | | | [removed: 51,116] [added: 49,832] | | | | | | [removed: 52,402] [added: 51,116] | | |

| Prepaid expenses and other assets | | | [removed: 218,953] [added: 237,069] | | | | | | [removed: 227,060] [added: 218,953] | | |

| TOTAL ASSETS | | | $ | [removed: 7,607,624] [added: 7,622,320] | | | | | $ | [removed: 6,794,992] [added: 7,607,624] | |

| Mortgages payable, net (including [removed: $413,681] [added: $335,301] and [removed: $469,184] [added: $413,681] of consolidated variable interest entities, respectively) | | | $ | [removed: 484,111] [added: 339,993] | | | | | $ | [removed: 545,679] [added: 484,111] | |

| Notes payable, net | | | [removed: 402,776] [added: 301,466] | | | | | | [removed: 3,781] [added: 402,776] | | |

February 10, 2022

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

- We recalculated the aging for a selection of tenant receivable balances using supporting documentation.

February 10, 2022

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

| | | | 2021 | | | | | | 2020 | | |

| | | | 9,422,062 | | | | | | 8,582,870 | | |

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

| Net income available for common shareholders | | | $ | 3.26 | | | | | $ | 1.62 | | | | | $ | 4.61 | |

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

| Net income, excluding $4,296 attributable to redeemable noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 261,498 | | | | | | — | | | | | | 3,287 | | | | | | 264,785 | | |

| Common shares issued, net | | | — | | | | | | — | | | | | | 1,643,845 | | | | | | 17 | | | | | | 172,736 | | | | | | — | | | | | | — | | | | | | — | | | | | | 172,753 | | |

| Conversion and redemption of OP units | | | — | | | | | | — | | | | | | 76,786 | | | | | | — | | | | | | 7,474 | | | | | | — | | | | | | — | | | | | | (7,573) | | | | | | (99) | | |

| Contributions from noncontrolling interests, excluding $74,530 attributable to redeemable noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,583 | | | | | | 6,583 | | |

| BALANCE AT DECEMBER 31, 2021 | | | 405,896 | | | | | | $ | 159,997 | | | | | 78,603,305 | | | | | | $ | 790 | | | | | $ | 3,488,794 | | | | | $ | (1,066,932) | | | | | $ | (2,047) | | | | | $ | 82,546 | | | | | $ | 2,663,148 | |

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

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

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

| Net income | | | $ | 269,081 | | | | | $ | 135,888 | | | | | $ | 360,542 | |

| Depreciation and amortization | | | 279,976 | | | | | | 255,027 | | | | | | 239,758 | | |

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

See Note 15 for a discussion of the UPREIT reorganization we completed in January of 2022.

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

As of December 31, 2021, we executed rent deferral agreements related to the COVID-19 pandemic representing approximately $46 million of rent.

We have subsequently collected approximately $27 million of those amounts previously deferred.

As of December 31, 2021, we have entered into rent abatement agreements related to the COVID-19 pandemic totaling $26 million and $48 million of rents due in 2021 and 2020, respectively.

These actions included the closure of nonessential businesses and ordering residents to generally stay at home at the onset of the pandemic, phased re-openings and capacity limitations, and now generally lifted restrictions.

While the overall economy is showing signs of recovery from the initial impacts of COVID-19, workforce shortages, global supply chain bottlenecks and shortages, inflation, as well as COVID-19 variants are impacting the recovery.

Closures and restrictions, along with the general concern over the spread of COVID-19, required a significant number of tenants to close their operations or to significantly limit the amount of business they were able to conduct, which impacted their ability to timely pay rent as required under our leases and also caused many tenants to close their business permanently.

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

incurred.

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

When a loan is considered impaired, the amount of the loss accrual

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

On May 11, 2021, two of our outstanding mortgage notes receivable were repaid.

Including interest, the net proceeds were $33.8 million.

As a result of the transaction, our mortgage notes receivable, net of valuation allowance, decreased $30.3 million.

As of December 31, 2021 and 2020, our investment in the Assembly Row hotel and La Alameda shopping center joint ventures and maximum exposure to loss was $8.9 million and $9.9 million, respectively, and $8.8 million for our Pike & Rose hotel joint venture as of December 31, 2020.

[Table of Contents](#ibe58cef85c3b4b7887126cf4cc9e906a_100)

February 11, 2021

- We selected a sample of tenant receivable balances to verify they are accurately aged.

| Assets held for sale | | | — | | | | | | 1,729 | | |

| | | | 8,582,870 | | | | | | 8,298,132 | | |

| BALANCE AT DECEMBER 31, 2017 | | | 405,896 | | | | | | $ | 159,997 | | | | | 73,090,877 | | | | | | $ | 733 | | | | | $ | 2,855,321 | | | | | $ | (749,367) | | | | | $ | 22 | | | | | $ | 124,808 | | | | | $ | 2,391,514 | |

| Net income, excluding $3,865 attributable to redeemable noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 241,907 | | | | | | — | | | | | | 3,254 | | | | | | 245,161 | | |

| Common shares issued, net | | | — | | | | | | — | | | | | | 987,461 | | | | | | 10 | | | | | | 126,061 | | | | | | — | | | | | | — | | | | | | — | | | | | | 126,071 | | |

| Exercise of stock options | | | — | | | | | | — | | | | | | 105,803 | | | | | | 1 | | | | | | 4,571 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,572 | | |

| January 1, 2019 adoption of new accounting standard - See Note 2 | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (7,098) | | | | | | — | | | | | | — | | | | | | (7,098) | | |

| Redemption of OP units | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (30) | | | | | | — | | | | | | — | | | | | | (3,290) | | | | | | (3,320) | | |

| Proceeds from new market tax credit transaction, net of deferred costs | | | — | | | | | | — | | | | | | 12,353 | | |

| Proceeds from partnership formation | | | — | | | | | | — | | | | | | 37,998 | | |

| Contributions from noncontrolling interests | | | — | | | | | | 404 | | | | | | 2,838 | | |

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

As of December 31, 2020, we have entered into rent deferral agreements and rent abatement agreements related to the COVID-19 pandemic representing approximately $36 million and $35 million, respectively, of rent otherwise owed during the year ended December 31, 2020, and continue negotiations with other tenants.

This includes initially ordering closures of nonessential business and ordering residents to generally stay at home, subsequent phased re-openings, and during the fourth quarter of 2020, additional closures and capacity limitations as infection levels increased in certain areas.

These actions, along with the general concern over the spread of COVID-19, have resulted in many of our tenants temporarily or even permanently closing their businesses, and for some, it has impacted their ability to pay rent.

*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.

Minor

In one of our mortgage loan arrangements, we receive additional interest, however, we never receive in excess of 50% of the residual profit in the project, and because the borrower has either a substantial investment in the project or has guaranteed all or a portion of our loan (or a combination thereof), the loans qualify for loan accounting.

The amounts under these arrangements are presented as mortgage notes receivable at December 31, 2020 and 2019.

Approximately $30.3 million of the loans are secured by first mortgages on retail buildings at December 31, 2020.

We have also evaluated our mortgage notes receivable investments and determined that the entities obligated under the mortgage notes are not VIEs.

Our equity method investments and mortgage notes receivable balances are presented separately in our consolidated balance sheets.

On August 2, 2019, we acquired the 10.1% redeemable noncontrolling interest in the partnership that owns our Montrose Crossing Shopping Center for $10.0 million, bringing our ownership interest to 100%.

Also upon adoption of ASC 842 and reflected in our 2019 and 2020 financial statements, we do not record a gross up of revenue and expense for costs (such as real estate taxes) paid directly by lessees on our behalf.

Revenue Code of 1986, as amended (the “Code”).

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

| Standard | | | | | | Description | | | | | | Effect on the financial statements or significant matters | | |

| Adopted on January 1, 2020: | | | | | | | | | | | | | | |

| Financial Instruments - Credit Losses (Topic 326) and related updates: ASU 2016-13, June 2016, *Financial* *Instruments - Credit* *Losses (Topic 326)* ASU 2018-19, November 2018, *Codification improvements to* *Topic 326,* *Financial* *Instruments - Credit* *Losses* | | | | | | This ASU changes the impairment model for most financial assets and certain other instruments, requiring the use of an "expected credit loss" model and adding more disclosure requirements. ASU 2018-19 clarifies that impairment of of receivables arising from operating leases should accounted for in accordance with Topic 842, Leases. | | | | | | Upon adoption of this standard, we recorded expected losses of $0.5 million in opening accumulated dividends in excess of net income. During the year ended December 31, 2020, we recorded additional expected losses of $0.4 million, which are included in rental expenses. | | |

| ASU 2018-15, August 2018, *Intangibles - Goodwill and Other Internal Use Software: Customers Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract* | | | | | | This ASU requires a customer in a cloud computing arrangement (i.e. hosting arrangement) that is a service contract to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets. Capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement. Entities will expense costs during the preliminary project and post-implementation stages as they are incurred. The guidance can be applied prospectively to all implementation costs incurred after the date of adoption or retrospectively in accordance with ASC 250-10-45-5 through ASC 250-10-45-10. | | | | | | The adoption of this standard did not have a significant impact to our consolidated financial statements. | | |

| Contribution from noncontrolling interest | | | $ | — | | | | | $ | — | | | | | $ | 1,435 | |

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

| February 8, 2019 | | | | | | Fairfax Junction | | | | | | Fairfax, Virginia | | | | | | 75,000 | | | | | | $ | 22.5 | | (1) | | |

| 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 | | (2) | | |