What changed in this filing

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Item 1A. Risk Factors

2022-02-14 compared with 2021-02-16 · 85 added, 64 removed, 317 unchanged (32% of the section changed)

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RISKS RELATED TO OUR PROPERTIES AND INDUSTRY

Our business, financial condition, results of operations and cash flows have been and are expected to continue to be adversely affected by the recent COVID-19 pandemic and the impact could be material to us.

Our business has been adversely affected by the ongoing COVID-19 pandemic.

In March 2020, our “non-essential” retail tenants were ordered to temporarily close and although substantially all re-opened in the latter part of June 2020, there are limitations on occupancy and other restrictions that affect their ability to resume full operations and impact their financial health.

In limited circumstances, we have agreed to and may continue to agree to rent deferrals and abatements for certain of our tenants.

Numerous Federal, state, local and industry-initiated efforts may also affect our ability to collect rent or enforce remedies for the failure to pay rent.

Certain of our tenants may incur significant costs or losses as a result of the COVID-19 pandemic and/or incur other liabilities related to shelter-in-place orders, quarantines, infection or other related factors.

Tenants that experience deteriorating financial conditions may be unwilling or unable to pay rent on a timely basis, or at all.

Specifically, on September 10, 2020, Century 21, which leased 135,000 square feet at our Rego Park II shopping center, filed for Chapter 11 bankruptcy and closed its store on December 7, 2020.

The COVID-19 pandemic has also caused, and is likely to continue to cause, severe economic, market or other disruptions worldwide.

Conditions in the bank lending, capital and other financial markets may deteriorate as a result of the pandemic, our access to capital and other sources of funding may become constrained and the ratios of our debt to asset values may deteriorate, which could adversely affect the availability and terms of future borrowings, renewals or refinancings.

In addition, the deterioration of global, national, regional and local economic conditions as a result of the pandemic may ultimately decrease occupancy and/or rent levels across our portfolio as tenants reduce or defer their spending, which may result in less cash flow available for operating costs, to pay our indebtedness and for distribution to our stockholders and the impact could be material.

Our business, financial condition, results of operations and cash flows have been and may continue to be adversely affected by the COVID-19 pandemic and the impact could be material to us.

Our business has been adversely affected by the ongoing COVID-19 pandemic and preventive measures taken to curb the spread of the virus.

The pandemic has resulted in governments and other authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and business closures.

Existing and potential new variants make the ongoing impact of the COVID-19 pandemic difficult to predict.

If the virus continues to spread significantly in its current form or as a more contagious variant, governmental agencies and other authorities may order additional closures or impose further restrictions on businesses, which could negatively impact the financial condition of our tenants.

The continuation of the pandemic could also have fundamental adverse effects on our business.

Further delays in tenant return-to-work plans as a result of the continued risks of the pandemic and further dependence on work from home and flexible work arrangements may lead our office tenant to reassess its long-term physical space needs.

Further, while many of the limitations and restrictions imposed on retailers during the onset of the pandemic have been lifted and/or eased, economic conditions, including a decline in New York City tourism since the onset of the virus, continue to adversely affect the financial health of our retail tenants.

The impact of such conditions could cause retailers to reduce the number and size of their physical locations and further increase reliance on e-commerce.

Over time, these factors could decrease the demand for office and retail space and ultimately decrease occupancy and/or rent levels across our portfolio, which may have a negative impact on our financial condition and/or access to capital.

In addition, the value of our real estate assets may decline, which may result in non-cash impairment charges in future periods and the impact could be material.

The extent of the COVID-19 pandemic’s effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the outbreak and governmental responses thereto, all of which are uncertain and difficult to predict.

Due to the speed with which the situation is developing, we are not able at this time to estimate the ultimate effect of these factors on our business, but the adverse impact on our business, results of operations, financial condition and cash flows could be material.

All of our properties are in the greater New York City metropolitan area and are affected by the economic cycles and risks inherent in that area.

All of our revenues come from properties located in the greater New York City metropolitan area.

The extent of the COVID-19 pandemic’s effect on our operational and financial performance will depend on future developments, including vaccination rates among the population, the efficacy and durability of vaccines against emerging variants and governmental and tenant responses thereto, all of which are uncertain at this time.

Given the dynamic nature of the circumstances, it is difficult to predict the ongoing impact of the COVID-19 pandemic on our business, financial condition, results of operations and cash flows but the impact could be material.

All of our properties are in the New York City metropolitan area and are affected by the economic cycles and risks inherent in that area.

All of our revenues come from properties located in the New York City metropolitan area.

Real estate markets are subject to economic downturns and we cannot predict how economic conditions will impact this market in either the short or long term.

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• any oversupply of, or reduced demand for, real estate.

It is impossible for us to predict the future or the effect of trends in the economic and investment climates of the greater New York City metropolitan region, and more generally of the United States, on the real estate market in this area.

It is impossible for us to predict the future or the effect of trends in the economic and investment climates of the New York City metropolitan region, and more generally of the United States, on the real estate market in this area.

Local, national or global economic downturns could negatively affect our business and profitability.

We may be adversely affected by trends in office real estate.

Work from home, flexible work schedules, open workplaces and teleconferencing are becoming more common and are expected to accelerate as a result of the COVID-19 pandemic.

These practices may enable businesses to reduce their office space requirements.

We may be adversely affected by trends in office real estate, including work from home trends.

Trends in the working environment, including work from home, flexible or hybrid work schedules, open workplaces and teleconferencing are becoming more common and have accelerated as a result of the COVID-19 pandemic.

These practices enable businesses to reduce their office space requirements.

There is also an increasing trend among some businesses to utilize shared office spaces and co-working spaces.

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Certain of our properties are New York City retail properties.

As such, these properties are affected by the general and New York City retail environments, including the level of consumer spending and consumer confidence, New York City tourism, the threat of terrorism, the impact of the COVID-19 pandemic, increasing competition from on-line retailers, other retailers and outlet malls and the impact of technological change upon the retail environment generally.

As such, these properties are affected by the general and New York City retail environments, including the level of consumer spending and consumer confidence, New York City tourism, which has not fully recovered from the effects of the COVID-19 pandemic, employer remote-working policies, the threat of terrorism, increasing competition from on-line retailers, other retailers and outlet malls and the impact of technological change upon the retail environment generally.

For a number of our tenants that operate retail businesses involving high contact interactions with their customers, the negative impact of the COVID-19 pandemic on their business has been particularly severe and the recovery more difficult, with customer traffic down significantly.

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Terrorist attacks may adversely affect the value of our properties and our ability to generate cash flow.

All of our properties are located in the greater New York City metropolitan area, and our most significant property, 731 Lexington Avenue, is located on Lexington Avenue and 59 th Street in Manhattan.

All of our properties are located in the New York City metropolitan area, and our most significant property, 731 Lexington Avenue, is located on Lexington Avenue and 59th Street in Manhattan.

In response to a terrorist attack or the perceived threat of terrorism, tenants in this area may choose to relocate their businesses to less populated, lower-profile areas of the United States that may be perceived to be less likely targets of future terrorist activity and fewer customers may choose to patronize businesses in this area.

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Natural disasters and the effects of climate change could have a concentrated impact on the area which we operate and could adversely impact our results.

Our investments are in the greater New York City metropolitan area and since they are concentrated along the Eastern Seaboard, natural disasters, including hurricanes, could cause significant damage to our properties and the surrounding environment or area.

Potentially adverse consequences of “global warming,” including rising sea levels, could similarly have an impact on our properties and the economy of the greater New York City metropolitan area in which we operate.

Our investments are in the New York City metropolitan area and since they are concentrated along the Eastern Seaboard, natural disasters, including hurricanes, could cause significant damage to our properties and the surrounding environment or area.

Potentially adverse consequences of “global warming,” including rising sea levels, could similarly have an impact on our properties and the economy of the New York City metropolitan area in which we operate.

Government efforts to combat climate change may impact the cost of operating our properties and real estate in the New York City metropolitan area.

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The incurrence of these losses, costs or business interruptions may adversely affect our operating and financial results.

Our properties are located in urban areas, which means the vitality of our properties is reliant on sound transportation and utility infrastructure.

If that infrastructure is compromised in any way by an extreme weather event, such a compromise could have an adverse impact on our local economies and populations, as well as on our tenants’ ability to do business in our buildings.

Our properties are subject to transitional risks related to climate-related policy change.

De-carbonization of grid-supplied energy could lead to increased energy costs and operating expenses for our buildings.

Retrofitting our building systems to consume less energy could lead to increased capital costs.

Buildings which consume fossil fuels onsite may be subject to penalties.

In addition, the full transition of grid-supplied energy to renewable sources (as has been mandated by the Climate Leadership and Community Protection Act in New York State) could lead to increased energy costs and operating expenses for our buildings.

In addition, we may become subject to costs, taxes or penalties, or increases therein, associated with natural resource or energy usage, such as a “carbon tax” and by local legislation such as New York City’s Local Law 97, which sets limits on carbon emissions in our buildings and imposes penalties if we exceed those limits, and New York City’s Intro 2317, or the “gas ban” bill, which limits any onsite fossil fuel combustion in new construction and major renovations.

These costs, taxes or penalties could increase our operating costs and decrease the cash available to pay our obligations or distribute to equity holders.

federal tax legislation now and in the future could affect REITs generally, the trading of our shares and our results of operations, both positively and negatively, in ways that are difficult to anticipate.

The rules dealing with U.S.

federal, state and local income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S.

Treasury Department.

Changes to tax laws (which changes may have retroactive application) could adversely affect our stockholders or us.

In recent years, many such changes have been made, including under the Tax Cuts and Jobs Act of 2017, which made major changes to the Internal Revenue Code (the “Code”), including a number of provisions of the Code that affect the taxation of REITs and their shareholders, and changes are likely to continue to occur in the future.

We cannot predict whether, when, in what form, or with what effective dates, tax laws, regulations and rulings may be enacted, promulgated or decided, or technical corrections made, which could result in an increase in our, or our stockholders’, tax liability or require changes in the manner in which we operate in order to minimize increases in our tax liability.

A shortfall in tax revenues for states and municipalities in which we operate may lead to an increase in the frequency and size of such changes.

If such changes occur, we may be required to pay additional taxes on our assets or income and/or be subject to additional restrictions.

These increased tax costs could, among other things, adversely affect our financial condition, the results of operations and the amount of cash available for the payment of dividends.

Stockholders are urged to consult with their own tax advisors with respect to the impact that recent legislation may have on their investment and the status of legislative, regulatory or administrative developments and proposals and their potential effect on their investment in our shares.

Our performance and the value of an investment in us are subject to risks associated with our real estate assets and with the real estate industry.

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• general competitive factors;

• climate changes.

• climate change.

The rents we receive and the occupancy levels at our properties may decline as a result of adverse changes in any of these factors.

If our rental revenues and/or occupancy levels decline, we generally would expect to have less cash available for operating costs, to pay our indebtedness and for distribution to our stockholders.

In addition, some of our major expenses, including mortgage payments, real estate taxes and maintenance costs generally do not decline when the related rents decline.

In addition, some of our major expenses, including mortgage payments, real estate taxes and maintenance costs generally do not decline when the related rents decline, and maintenance costs can increase substantially in an inflationary environment.

Real estate is a competitive business and that competition may adversely impact us.

We compete with a large number of real estate investors, property owners and developers, some of which may be willing to accept lower returns on their investments.

We compete with a large number of property owners and developers, some of which may be willing to accept lower returns on their investments.

Principal factors of competition are rents charged, attractiveness of location, the quality of the property and the breadth and the quality of services provided.

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If a tenant does not pay its rent, we might not be able to enforce our rights as landlord without delays and might incur substantial legal and other costs.

As a result of the COVID-19 pandemic, Federal, state and local regulations and economic conditions have affected our ability to collect rent or enforce remedies for the failure to pay rent.

Even if we are able to enforce our rights, a tenant may not have recoverable assets.

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From time to time, some of our tenants have declared bankruptcy, and other tenants may declare bankruptcy or become insolvent in the future.

On September 10, 2020, Century 21, which leased 135,000 square feet at our Rego Park II shopping center ($6,400,000 of annual revenue), filed for Chapter 11 bankruptcy and closed its store on December 7, 2020.

The bankruptcy or insolvency of a major tenant could cause us to suffer lower revenues and operational difficulties, including leasing the remainder of the property.

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Additionally, closure of an anchor or major tenant could result in lease terminations by, or reductions of rent from, other tenants if the other tenants’ leases have co-tenancy clauses.

We may be unable to renew leases or relet space as leases expire.

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Loss of or damage to the building would adversely affect our financial condition and results of operations.

731 Lexington Avenue accounted for revenue of $137,718,000, $153,797,000 and $151,834,000 in the years ended December 31, 2020, 2019, and 2018, respectively, representing approximately 69%, 68% and 65% of our total revenues in each year, respectively.

731 Lexington Avenue accounted for revenue of $140,524,000, $137,718,000 and $153,797,000 in the years ended December 31, 2021, 2020, and 2019, respectively, representing approximately 68%, 69% and 68% of our rental revenues in each year, respectively.

Loss of or damage to the building in excess of our insurance coverage, including as a result of a terrorist attack, would adversely affect our results of operations and financial condition.

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Loss of Bloomberg as a tenant or deterioration in Bloomberg’s credit quality could adversely affect our financial condition and results of operations.

Bloomberg accounted for revenue of $109,066,000, $109,113,000 and $107,356,000 in the years ended December 31, 2020, 2019, and 2018, respectively, representing approximately 55%, 48% and 46% of our total revenues in each year, respectively.

No other tenant accounted for more than 10% of our total revenues.

Bloomberg accounted for revenue of $113,140,000, $109,066,000, and $109,113,000 in the years ended December 31, 2021, 2020, and 2019, respectively, representing approximately 55%, 55% and 48% of our rental revenues in each year, respectively.

No other tenant accounted for more than 10% of our rental revenues.

If we were to lose Bloomberg as a tenant, or if Bloomberg were to be unable to fulfill its obligations under its lease, it would adversely affect our results of operations and financial condition.

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Furthermore, we may be exposed to the liabilities of properties acquired, some of which we may not be aware of at the time of acquisition.

We are exposed to risks associated with property redevelopment and repositioning that could adversely affect us, including our financial condition and results of operations.

We continue to engage in redevelopment and repositioning activities with respect to our properties, and, accordingly, we are subject to certain risks, which could adversely affect us, including our financial condition and results of operations.

We are exposed to risks associated with property development, redevelopment and repositioning that could adversely affect us, including our financial condition and results of operations.

We continue to engage in development, redevelopment and repositioning activities with respect to our properties.

Specifically, in 2021, we filed permits to construct an apartment tower at our Rego Park III property.

We are subject to certain risks in connection with development and redevelopment activities, which could adversely affect us, including our financial condition and results of operations.

These risks include, without limitation, (i) the availability and pricing of financing on favorable terms or at all;

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(iv) start up, repositioning and redevelopment costs may be higher than anticipated;

(v) cost overruns and untimely completion of construction (including risks beyond our control, such as weather or labor conditions, or material shortages);

(v) cost overruns, especially in an inflationary environment, and untimely completion of construction (including risks beyond our control, such as weather or labor conditions, material shortages or supply chain delays);

(vi) the potential that we may fail to recover expenses already incurred if we abandon development or redevelopment opportunities after we begin to explore them;

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and (ix) the possibility that properties will be leased at below expected rental rates.

These risks could result in substantial unanticipated delays or expenses and could prevent the initiation or the completion of redevelopment activities, any of which could have an adverse effect on our financial condition, results of operations, cash flow, the market value of our common shares and ability to satisfy our principal and interest obligations and to make distributions to our stockholders.

These risks could result in substantial unanticipated delays or expenses and could prevent the initiation or the completion of redevelopment activities, any of which could have an adverse effect on our financial condition, results of operations, cash flow, the market value of our common stock and ability to satisfy our principal and interest obligations and to make distributions to our stockholders.

It may be difficult to sell real estate timely, which may limit our flexibility.

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Consequently, we may have limited ability to dispose of assets in our portfolio promptly in response to changes in economic or other conditions which could have an adverse effect on our sources of working capital and our ability to satisfy our debt obligations.

We have an investment in marketable equity securities.

The value of this investment may decline as a result of operating performance or economic or market conditions.

We have an investment in The Macerich Company (“Macerich”), a retail shopping center company.

As of December 31, 2020, this investment had a carrying amount of $6,024,000.

A decline in the value of this investment due to, among other reasons, Macerich’s operating performance or economic or market conditions, would result in recognized GAAP losses, which could be material.

Significant inflation could adversely affect our business and financial results.

Increased inflation can adversely affect us by increasing costs of land, construction and renovation.

In a highly inflationary environment, we may be unable to raise the rental rates at or above the rate of inflation, which could reduce our profit margins.

In addition, our cost of labor and materials can increase, which could have an adverse impact on our business or financial results.

While increases in most operating expenses at our commercial properties can be passed on to our office and retail tenants, increases in expenses at our residential properties may not be able to be passed on to residential tenants.

An increase to unreimbursed operating expenses may reduce cash flow available for payment of mortgage debt and interest and for distributions to stockholders.

RISKS RELATED TO OUR INDEBTEDNESS AND ACCESS TO CAPITAL

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Our existing financing documents contain covenants and restrictions that may restrict our operational and financial flexibility.

As of December 31, 2020, we had outstanding mortgage indebtedness of $1,164,544,000, secured by four of our properties.

As of December 31, 2021, we had outstanding mortgage indebtedness of $1,096,544,000, secured by three of our properties.

These mortgages contain covenants that limit our ability to incur additional indebtedness on these properties, provide for lender approval of tenants’ leases in certain circumstances, and provide for yield maintenance or defeasance premiums to prepay them.

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Continued uncertainty in the equity and credit markets may negatively impact our ability to obtain financing on reasonable terms or at all, which may negatively affect our ability to refinance our debt.

Failure to hedge effectively against interest rate changes may adversely affect results of operations.

The interest rate hedge instruments we use to manage some of our exposure to interest rate volatility involve risk and counterparties may fail to perform under these arrangements.

In addition, these arrangements may not be effective in reducing our exposure to interest rate changes and when existing interest rate hedges terminate, we may incur increased costs in implementing further interest rate hedges.

Failure to hedge effectively against interest rate changes may adversely affect our results of operations.

RISKS RELATED TO OUR ORGANIZATION AND STRUCTURE

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Alexander’s charter documents and applicable law may hinder any attempt to acquire us.

Provisions in Alexander’s certificate of incorporation and by laws, as well as provisions of the Internal Revenue Code (the “Code”) and Delaware corporate law, may delay or prevent a change in control of the Company or a tender offer, even if such action might be beneficial to stockholders, and limit the stockholders’ opportunity to receive a potential premium for their shares of common stock over then prevailing market prices.

Provisions in Alexander’s certificate of incorporation and by laws, as well as provisions of the Code and Delaware corporate law, may delay or prevent a change in control of the Company or a tender offer, even if such action might be beneficial to stockholders, and limit the stockholders’ opportunity to receive a potential premium for their shares of common stock over then prevailing market prices.

Primarily to facilitate maintenance of its qualification as a REIT, Alexander’s certificate of incorporation generally prohibits ownership, directly, indirectly or beneficially, by any single stockholder of more than 9.9% of the outstanding shares of preferred stock of any class or 4.9% of outstanding common stock of any class.

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are the partners of Interstate.

Roth is the Chairman of our Board of Directors and Chief Executive Officer, the Chairman of the Board of Trustees and Chief Executive Officer of Vornado and the Managing General Partner of Interstate.

Roth is the Chairman of our Board of Directors and our Chief Executive Officer, the Chairman of the Board of Trustees and Chief Executive Officer of Vornado and the Managing General Partner of Interstate.

Wight and Mr.

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In addition to the relationships described in the immediately preceding paragraph, Dr.

Richard West and Mandakini Puri are both trustees of Vornado and members of our Board of Directors and Matthew Iocco, our Chief Financial Officer, is the Executive Vice President - Chief Accounting Officer of Vornado.

Richard West and Ms.

Mandakini Puri are both trustees of Vornado and members of our Board of Directors.

Because of their overlapping interests, Vornado, Mr.

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They and some of our other directors and officers have interests or positions in other entities that may compete with us.” above.

RISKS RELATED TO OUR COMMON SHARES

The trading price of our common shares has been volatile and may continue to fluctuate.

The trading price of our common shares has been volatile and may continue to fluctuate widely as a result of several factors, many of which are outside of our control.

RISKS RELATED TO OUR COMMON STOCK

The trading price of our common stock has been volatile and may continue to fluctuate.

The trading price of our common stock has been volatile and may continue to fluctuate widely as a result of several factors, many of which are outside of our control.

In addition, the stock market is subject to fluctuations in the share prices and trading volumes that affect the market prices of the shares of many companies.

These broad market fluctuations have in the past and may in the future adversely affect the market price of our common shares.

Among the factors that could affect the price of our common shares are:

These broad market fluctuations have in the past and may in the future adversely affect the market price of our common stock.

Among the factors that could affect the price of our common stock are:

• our financial condition and performance;

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• the extent of institutional investor interest in us;

• the extent of short-selling of our common shares and the shares of our competitors;

• the extent of short-selling of our common stock and the shares of our competitors;

• fluctuations in the stock price and operating results of our competitors;

• general financial and economic market conditions and, in particular, developments related to market conditions for REITs and other real estate related companies;

• general financial and economic market conditions and, in particular, developments related to market conditions for office, retail and residential REITs and other real estate related companies and the New York City real estate market generally;

• domestic and international economic factors unrelated to our performance;

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However, identification of new compliance concerns or undiscovered areas of contamination, changes in the extent or known scope of contamination, human exposure to contamination or changes in clean-up or compliance requirements could result in significant costs to us.

In addition, we may become subject to costs or taxes, or increases therein, associated with natural resource or energy usage (such as a “carbon tax”).

These costs or taxes could increase our operating costs and decrease the cash available to pay our obligations or distribute to stockholders.

We face risks associated with our tenants being designated “Prohibited Persons” by the Office of Foreign Assets Control and similar requirements.

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The occurrence of cyber incidents, or a deficiency in our cyber security, as well as other disruptions of our IT networks and related systems, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships or reputation, all of which could negatively impact our financial results.

We face risks associated with security breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons who access our systems from inside or outside our organization, and other significant disruptions of our IT networks and related systems.

We face risks associated with security breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, ransomware, computer viruses, attachments to e-mails, persons who access our systems from inside or outside our organization, and other significant disruptions of our IT networks and related systems.

The risk of a security breach or disruption, particularly through cyber attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased.

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require significant management attention and resources to remedy any damages that result;

may require payments to the attackers;

subject us to litigation claims for breach of contract, damages, credits, fines, penalties, governmental investigations and enforcement actions or termination of leases or other agreements;

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If lenders insist on greater coverage than we are able to obtain, it could adversely affect our ability to finance or refinance our properties.

Changes in the method pursuant to which the LIBOR rates are determined and phasing out of LIBOR after 2021 may affect our financial results.

The chief executive of the United Kingdom Financial Conduct Authority (“FCA”), which regulates the London Interbank Offered Rate (“LIBOR”), announced that the FCA intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021.

In response, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to USD-LIBOR in derivatives and other financial contracts.

In November 2020, the ICE Benchmark Administration Limited, the benchmark administrator for USD LIBOR rates, proposed extending the publication of certain commonly used USD LIBOR settings until June 30, 2023 and the FCA issued a statement supporting such proposal.

In connection with this proposal, certain U.S.

banking regulators issued guidance strongly encouraging banks to generally cease entering into new contracts referencing USD LIBOR as soon as practicable and in any event by December 31, 2021.

It is not possible to predict the effect of these changes, including when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets.

We have outstanding debt with variable rates based on LIBOR.

We may be adversely affected by the discontinuation of London Interbank Offered Rate (“LIBOR”).

On March 5, 2021, the Financial Conduct Authority (“FCA”) announced that USD LIBOR will no longer be published after June 30, 2023.

The Secured Overnight Financing Rate (“SOFR”) has been identified by market participants as the preferred alternative to USD LIBOR in derivatives and other financial contracts.

Our new floating rate loans entered into after December 31, 2021 will no longer reference LIBOR and will reference SOFR or another floating rate.

As of December 31, 2021, we had $1,002,544,000 of outstanding debt indexed to LIBOR.

$300,000,000 of this debt is subject to interest rate swaps that convert the floating rates to a fixed interest rate.

In the transition from the use of LIBOR to SOFR or other alternatives, the level of interest payments we incur may change.

In addition, although certain of our LIBOR based obligations provide for alternative methods of calculating the related interest rate payable (including transition to an alternative benchmark rate) if LIBOR is not reported, uncertainty as to the extent and manner of future changes may result in interest rates and/or payments that are higher than, lower than or that do not otherwise correlate over time with the interest rates and/or payments that would have been made on our obligations if LIBOR was available in its current form.

In addition, although certain of our LIBOR based obligations provide for alternative methods of calculating the interest rate payable (including transition to an alternative benchmark rate) if LIBOR is not reported and we have been entering into amendments to certain of our financing agreements to provide for alternative benchmark rates if LIBOR is discontinued, uncertainty as to the extent and manner of future changes may result in interest rates and/or payments that are higher than or lower than or that do not otherwise correlate over time with the interest rates and/or payments that would have been made on our obligations if LIBOR was available in its current form.

Use of alternative interest rates or other LIBOR reforms could result in increased volatility or a tightening of credit markets which could adversely affect our ability to obtain cost-effective financing.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors