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Item 9A. Controls and Procedures

2022-02-10 compared with 2021-02-11 · 339 added, 364 removed, 1143 unchanged (38% of the section changed)

5 unchanged sentences

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

Internal Control over Financial Reporting

Management's Evaluation of Internal Control over Financial Reporting

The Trust’s management is responsible for establishing and maintaining adequate internal control over financial reporting.

32 unchanged sentences

EXHIBIT INDEX

3.1 Declaration of Trust of Federal Realty Investment Trust dated May 5, 1999 as amended by the Articles of Amendment of Declaration of Trust of Federal Realty Investment Trust dated May 6, 2004, as corrected by the Certificate of Correction of Articles of Amendment of Declaration of Trust of Federal Realty Investment Trust dated June 17, 2004, as amended by the Articles of Amendment of Declaration of Trust of Federal Realty Investment Trust dated May 6, 2009 (previously filed as Exhibit 3.1 to the Trust’s Registration Statement on Form S-3 (File No.

333-160009) and incorporated herein by reference)

3.2 Amended and Restated Bylaws of Federal Realty Investment Trust dated February 12, 2003, as amended October 29, 2003, May 5, 2004, February 17, 2006, May 6, 2009, November 2, 2016, February 5, 2019, and April 2, 2020 (previously filed as Exhibit 3.2 to the Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No.

1-07533) and incorporated herein by reference)

4.1 Specimen Common Share certificate (previously filed as Exhibit 4(i) to the Trust’s Annual Report on Form 10-K for the year ended December 31, 1999 (File No.

1-07533) and incorporated herein by reference)

4.2 Articles Supplementary relating to the 5.417% Series 1 Cumulative Convertible Preferred Shares of Beneficial Interest (previously filed as Exhibit 4.1 to the Trust’s Current Report on Form 8-K filed on March 13, 2007, (File No.

1-07533) and incorporated herein by reference)

4.3 ** Indenture dated December 1, 1993 related to the Trust’s 7.48% Debentures due August 15, 2026;

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 to the Predecessor's Current Report on Form 8-K filed on December 2, 2021 and incorporated herein by reference)

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.

3 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 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 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 to our Current Report on Form 8-K filed on January 5, 2022 and incorporated herein by reference)

4.1 Specimen Common Share certificate (previously filed as Exhibit 4(i) to the Predecessor’s Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference)

4.2 ** 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(a) to the Trust’s Registration Statement on Form S-3 (File No.

33-51029), and amended on Form S-3 (File No.

33-63687), filed on December 13, 1993 and incorporated herein by reference)

4.4 ** Indenture dated September 1, 1998 related to the Trust’s 3.00% Notes due 2022;

(previously filed as Exhibit 4(a) to the Predecessor’s Registration Statement on Form S-3, and amended on Form S-3, filed on December 13, 1993 and incorporated herein by reference)***

4.3 ** Indenture dated September 1, 1998 related to the Partnership’s 2.75% Notes due 2023;

3.95% Notes due 2024;

5 unchanged sentences

3.50% Notes due 2030;

1.25% Notes due 2026 (previously filed as Exhibit 4(a) to the Predecessor’s Registration Statement on Form S-3 filed on September 17, 1998 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 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;

1.25% Notes due 2026 (previously filed as Exhibit 4(a) to the Trust’s Registration Statement on Form S-3 (File No.

333-63619) filed on September 17, 1998 and incorporated herein by reference)

4.5 Articles Supplementary relating to the 5.000% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest (previously filed as Exhibit 3.2 to the Trust's Registration Statement on Form 8-A (File No.

1-07533), filed on September 29, 2017 and incorporated herein by reference)

4.6 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 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 to the Trust's Registration Statement on Form 8-A (File No.

1-07533), filed on September 29, 2017 and incorporated herein by reference)

4.8 Description of Securities (previously filed as Exhibit 4.8 to the Trust's Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

001-07533 and incorporated here by reference)

10.1 * Severance Agreement between the Trust and Donald C.

Wood dated February 22, 1999 (previously filed as a portion of Exhibit 10 to the Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (File No.

1-07533) (the "1999 1Q Form 10-Q") and incorporated herein by reference)

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.

2 to our Current Report on Form 8-K filed on January 5, 2022 and incorporated herein by 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 to the Predecessor's Registration Statement on Form 8-A, 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 to the Predecessor's Registration Statement on Form 8-A, filed on September 29, 2017 and incorporated herein by reference)

4.8 Description of Securities (previously filed as Exhibit 4.8 to the Predecessor's Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated here by reference)

10.1 * Severance Agreement between Federal Realty Investment Trust and Donald C.

Wood dated February 22, 1999 (previously filed as a portion of Exhibit 10 to the Predecessor's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (the "1999 1Q Form 10-Q") and incorporated herein by reference)

10.2 * Executive Agreement between Federal Realty Investment Trust and Donald C.

Wood dated February 22, 1999 (previously filed as a portion of Exhibit 10 to the 1999 1Q Form 10-Q and incorporated herein by reference)

Wood dated February 22, 1999 (previously filed as a portion of Exhibit 10 to the Predecessor's 1999 1Q Form 10-Q 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 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No.

1-07533) (the “2004 Form 10-K”) and incorporated herein by reference)

10.4 2001 Long-Term Incentive Plan (previously filed as Exhibit 99.1 to the Trust’s S-8 Registration Number 333-60364 filed on May 7, 2001 and incorporated herein by reference)

Wood dated February 16, 2005 (previously filed as Exhibit 10.12 to the Predecessor’s Annual Report on Form 10-K for the year ended December 31, 2004 (the “2004 Form 10-K”) and incorporated herein by reference)

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 to the 2004 Form 10-K and incorporated herein by reference)

10.6 * Severance Agreement between the Trust and Dawn M.

Becker dated April 19, 2000 (previously filed as Exhibit 10.26 to the Trust’s 2005 2Q Form 10-Q and incorporated herein by reference)

10.7 * Amendment to Severance Agreement between the Trust and Dawn M.

Becker dated February 16, 2005 (previously filed as Exhibit 10.27 to the 2004 Form 10-K and incorporated herein by reference)

10.8 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 to the Trust's Annual Report on Form 10-K for the year ended December 31, 2010 (File No.

1-07533) (the "2010 Form 10-K") and incorporated herein by reference)

10.9 * Amendment to Severance Agreement between the Trust and Donald C.

Wood dated January 1, 2009 (previously filed as Exhibit 10.26 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No.

1-07533) (“the 2008 Form 10-K”) and incorporated herein by reference)

10.10 * Second Amendment to Executive Agreement between the Trust and Donald C.

Wood dated January 1, 2009 (previously filed as Exhibit 10.27 to the Trust’s 2008 Form 10-K 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 to the Trust’s 2008 Form 10-K and incorporated herein by reference)

10.12 * Second Amendment to Severance Agreement between the Trust and Dawn M.

Becker dated January 1, 2009 (previously filed as Exhibit 10.30 to the Trust’s 2008 Form 10-K and incorporated herein by reference)

10.13 2010 Performance Incentive Plan (previously filed as Appendix A to the Trust’s Definitive Proxy Statement for the 2010 Annual Meeting of Shareholders (File No.

01-07533) and incorporated herein by reference)

10.14 Amendment to 2010 Performance Incentive Plan (“the 2010 Plan”) (previously filed as Appendix A to the Trust’s Proxy Statement for the 2010 Annual Meeting of Shareholders (File No.

01-07533) and incorporated herein by reference)

10.15 * Restricted Share Award Agreement between the Trust and Donald C.

Wood dated October 12, 2010 (previously filed as Exhibit 10.36 to the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No.

01-07533) and incorporated herein by reference)

10.16 Form of Restricted Share Award Agreement for awards made under the Trust’s Long-Term Incentive Award Program and the Trust’s Annual Incentive Bonus Program and basic awards with annual vesting for shares issued out of the 2010 Plan (previously filed as Exhibit 10.34 to the Trust’s 2010 Form 10-K (File No.

1-07533) and incorporated herein by reference)

10.17 Form of Option Award Agreement for awards made under the Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as Exhibit 10.38 to the Trust’s 2010 Form 10-K (File No.

1-07533) and incorporated herein by reference)

10.18 Form of Option Award Agreement for front loaded awards made under the Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as Exhibit 10.39 to the Trust’s 2010 Form 10-K (File No.

1-07533) and incorporated herein by reference)

10.19 Form of Option Award Agreement for basic options awarded out of the 2010 Plan (previously filed as Exhibit 10.40 to the Trust’s 2010 Form 10-K (File No.

1-07533) and incorporated herein by reference)

10.20 Credit Agreement dated as of July 7, 2011, by and among the Trust, 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 to the Trust’s Current Report on Form 8-K (File No.

1-07533), filed on July 11, 2011 and incorporated herein by reference)

10.21 Revised Form of Restricted Share Award Agreement for front loaded awards made under the Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as Exhibit 10.35 to the Trust's Annual Report on Form 10-K for the year ended December 31, 2012 (File No.

1-07533) (the "2012 Form 10-K") and incorporated herein by reference)

10.22 Revised Form of Restricted Share Award Agreement for long-term vesting and retention awards made under the Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as Exhibit 10.36 to the Trust's 2012 Form 10-K (File No.

1-07533) and incorporated herein by reference)

10.23 Revised Form of Performance Share Award Agreement for shares awarded out of the 2010 Plan (previously filed as Exhibit 10.37 to the Trust's 2012 Form 10-K (File No.

1-07533) and incorporated herein by reference)

10.24 Revised Form of Restricted Share Award Agreement for awards made under the Trust’s Long-Term Incentive Award Program and the Trust’s Annual Incentive Bonus Program and basic awards with annual vesting for shares issued out of the 2010 Plan (previously filed as Exhibit 10.38 to the Trust's 2012 Form 10-K (File No.

1-07533) and incorporated herein by reference)

10.25 First Amendment to the Credit Agreement, dated as of April 22, 2013, by and among Federal Realty Investment Trust, each of the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (previously filed as Exhibit 10.1 to the Trust's Current Report on Form 8-K (File No.

1-07533), filed on April 26, 2013 and incorporated herein by reference)

10.26 Second Amendment to Credit Agreement, dated as of April 20, 2016, by and among Federal Realty Investment Trust, each of the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent (previously filed as Exhibit 10.1 to the Trust's Current Report on Form 8K (File No.

1-07533), filed on April 26, 2016 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 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)

10.28 Amended and Restated Credit Agreement, dated as of July 25, 2019, by and among Federal Realty Investment

Trust, each of the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent

(previously filed as Exhibit 10.1 to the Trust's Current Report on Form 8-K (File No.

1-07533), filed on July 29,

2019 and incorporated herin by reference)

10.29 2020 Performance Incentive Plan (previously filed as Appendix B to the Trust’s Definitive Proxy Statement for the 2020 Annual Meeting of Shareholders (File No.

01-07533) and incorporated herein by reference)

10.30 Term Loan Agreement dated as of May 6, 2020, by and among the Trust, 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.

Wood dated February 16, 2005 (previously filed as Exhibit 10.26 to the Predecessor's 2004 Form 10-K and incorporated herein by reference)

10.5 * Severance Agreement between Federal Realty Investment Trust and Dawn M.

Becker dated April 19, 2000 (previously filed as Exhibit 10.26 to the Predecessor’s 2005 2Q Form 10-Q and incorporated herein by reference)

10.6 * Amendment to Severance Agreement between Federal Realty Investment Trust and Dawn M.

Becker dated February 16, 2005 (previously filed as Exhibit 10.27 to the Predecessor's 2004 Form 10-K and incorporated herein by reference)

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 to the Predecessor's Annual Report on Form 10-K for the year ended December 31, 2010 (the "2010 Form 10-K") and incorporated herein by reference)

10.8 * Amendment to Severance Agreement between Federal Realty Investment Trust and Donald C.

Wood dated January 1, 2009 (previously filed as Exhibit 10.26 to the Predecessor’s Annual Report on Form 10-K for the year ended December 31, 2008 (“the 2008 Form 10-K”) and incorporated herein by reference)

10.9 * Second Amendment to Executive Agreement between Federal Realty Investment Trust and Donald C.

Wood dated January 1, 2009 (previously filed as Exhibit 10.27 to the Predecessor’s 2008 Form 10-K and incorporated herein by reference)

10.10 * Amendment to Health Coverage Continuation Agreement between Federal Realty Investment Trust and Donald C.

Wood dated January 1, 2009 (previously filed as Exhibit 10.28 to the Predecessor’s 2008 Form 10-K and incorporated herein by reference)

10.11 * Second Amendment to Severance Agreement between Federal Realty Investment Trust and Dawn M.

Becker dated January 1, 2009 (previously filed as Exhibit 10.30 to the Predecessor’s 2008 Form 10-K and incorporated herein by reference)

10.12 2010 Performance Incentive Plan (previously filed as Appendix A to the Predecessor’s Definitive Proxy Statement for the 2010 Annual Meeting of Shareholders and incorporated herein by reference)

10.13 Amendment to 2010 Performance Incentive Plan (“the 2010 Plan”) (previously filed as Appendix A to the Predecessor’s Proxy Statement for the 2010 Annual Meeting of Shareholders and incorporated herein by reference)

10.14 Form of Restricted Share Award Agreement for awards made under 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 to the Predecessor’s 2010 Form 10-K and incorporated herein by reference)

10.15 Form of Option Award Agreement for awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as Exhibit 10.38 to the Predecessor’s 2010 Form 10-K and incorporated herein by reference)

10.16 Form of Option Award Agreement for front loaded awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as Exhibit 10.39 to the Predecessor’s 2010 Form 10-K and incorporated herein by reference)

10.17 Form of Option Award Agreement for basic options awarded out of the 2010 Plan (previously filed as Exhibit 10.40 to the Predecessor’s 2010 Form 10-K and incorporated herein by reference)

10.18 Credit Agreement dated as of July 7, 2011, by and among the 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 to the Trust’s Current Report on Form 8-K, filed on July 11, 2011 and incorporated herein by reference)***

10.19 Revised Form of Restricted Share Award Agreement for front loaded awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as Exhibit 10.35 to the Predecessor's Annual Report on Form 10-K for the year ended December 31, 2012 (the "2012 Form 10-K") and incorporated herein by reference)

10.20 Revised Form of Restricted Share Award Agreement for long-term vesting and retention awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as Exhibit 10.36 to the Predecessor's 2012 Form 10-K and incorporated herein by reference)

10.21 Revised Form of Performance Share Award Agreement for shares awarded out of the 2010 Plan (previously filed as Exhibit 10.37 to the Predecessor's 2012 Form 10-K and incorporated herein by reference)

10.22 Revised Form of Restricted Share Award Agreement for awards made under 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 to the Predecessor's 2012 Form 10-K and incorporated herein by reference)

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 to the Predecessor's Current Report on Form 8-K, filed on April 26, 2013 and incorporated herein by reference)***

10.24 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 to the Predecessor's Current Report on Form 8-K, filed on April 26, 2013 and incorporated herein by reference)***

10.25 Second Amendment to Credit Agreement, dated as of April 20, 2016, by and among the Predecessor, each of the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent (previously filed as Exhibit 10.1 to the Predecessor's Current Report on Form 8-K, filed on April 26, 2016 and incorporated herein by reference)***

10.26 Severance Agreement between Federal Realty Investment Trust and Daniel Guglielmone dated August 15, 2016 (previously filed as Exhibit 10.36 to the Predecessor's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 and incorporated herein by reference)

10.27 Amended and Restated Credit Agreement, dated as of July 25, 2019, by and among the Predecessor, each of the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent (previously filed as Exhibit 10.1 to the Predecessor's Current Report on Form 8-K, filed on July 29, 2019 and incorporated herein by reference)***

10.28 2020 Performance Incentive Plan (previously filed as Appendix B to the Predecessor’s Definitive Proxy Statement for the 2020 Annual Meeting of Shareholders and incorporated herein by reference)

10.29 Term Loan Agreement dated as of May 6, 2020, by and among the 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 to the Trust's Current Report on Form 8-K (File No.

1-07533), filed on May 6, 2020 and incorporated herein by reference)

10.31 First Amendment to the Credit Agreement, dated as of May 6, 2020, by and among Federal Realty Investment Trust, each of the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (previously filed as Exhibit 10.2 to the Trust's Current Report on Form 8-K (File No.

1-07533), filed on May 6, 2020, and incorporated herein by reference)

10.32 Form of Restricted Share Award Agreement for awards made under the Trust’s Long-Term Incentive Award Program and the Trust’s Annual Incentive Bonus Program and basic awards with annual vesting for shares issued out of the 2020 Plan (filed herewith)

10.33 Form of Option Award Agreement for awards made under the Trust’s Long-Term Incentive Award Program for shares issued out of the 2020 Plan (filed herewith)

10.34 Form of Restricted Share Award Agreement for long-term vesting and retention awards made under the Trust’s Long-Term Incentive Award Program for shares issued out of the 2020 Plan (filed herewith)

10.35 Form of Performance Share Award Agreement for shares awarded out of the 2020 Plan (filed herewith)

10.36 Form of Option Award Agreement for basic options awarded out of the 20 2 0 Plan (filed herewith)

21.1 S ubsidiaries of Federal Realty Investment Trust (filed herewith)

Bank National Association, as Joint Lead Arrangers and Book Managers (previously filed as Exhibit 10.1 to the Predecessor's Current Report on Form 8-K, filed on May 6, 2020 and incorporated herein by reference)***

10.30 First Amendment to the Credit Agreement, dated as of May 6, 2020, by and among the Predecessor, each of the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (previously filed as Exhibit 10.2 to the Predecessor's Current Report on Form 8-K, filed on May 6, 2020, and incorporated herein by reference)***

10.31 Form of Restricted Share Award Agreement for awards made under 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 (previously filed as Exhibit 10.32 to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021, and incorporated herein by reference)

10.32 Form of Option Award Agreement for awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2020 Plan (previously filed as Exhibit 10.33 to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021, and incorporated herein by reference)

10.33 Form of Restricted Share Award Agreement for long-term vesting and retention awards made under Federal Realty Investment Trust’s Long-Term Incentive Award Program for shares issued out of the 2020 Plan (previously filed as Exhibit 10.34 to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021, and incorporated herein by reference)

10.34 Form of Performance Share Award Agreement for shares awarded out of the 2020 Plan (previously filed as Exhibit 10.35 to the Predecessor's Annual Report on From 10-K, filed on February 11, 2021, and incorporated herein by reference)

10.35 Form of Option Award Agreement for basic options awarded out of the 2020 Plan (previously filed as Exhibit 10.36 to the Predecessor's Annual Report on Form 10-K, filed on February 11, 2021, and incorporated herein by reference)

10.36 Form of Performance Award Agreement for Jeffrey S.

Berkes, dated February 10, 2021 (previously filed as Exhibit 10.1 to the Predecessor’s Current Report on Form 8-K, filed on February 12, 2021, 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 to the Predecessor's Current Report on Form 8-K, filed on February 12, 2021 and incorporated herein by reference)

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 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 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 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 to the Trust’s Current Report on Form 8-K filed on January 3, 2022 and incorporated herein by reference)***

21.1 Subsidiaries of Federal Realty Investment Trust and Federal Realty OP LP (filed herewith)

23.1 Consent of Grant Thornton LLP (filed herewith)

31.1 Rule 13a-14(a) Certification of Chief Executive Officer (filed herewith)

31.2 Rule 13a-14(a) Certification of Chief Financial Officer (filed herewith)

32.1 Section 1350 Certification of Chief Executive Officer (filed herewith)

32.2 Section 1350 Certification of Chief Financial Officer (filed herewith)

101 The following materials from Federal Realty Investment Trust’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in XBRL (Extensible Business Reporting Language):

31.1 Rule 13a-14(a) Certification of Chief Executive Officer - Federal Realty Investment Trust (filed herewith)

31.2 Rule 13a-14(a) Certification of Chief Financial Officer - Federal R e alty Investment Trust (filed herewith)

31.3 Rule 13a-14(a) Certification of Chief Executive Officer - Federal Realty OP LP (filed herewith)

31.4 Rule 13a-14(a) Certification of Chief Financial Officer - Federal Realty OP LP (filed herewith)

32.1 Section 1350 Certification of Chief Executive Officer - Federal Realty Investment Trust (filed herewith)

32.2 Section 1350 Certification of Chief Financial Officer - Federal Realty Investment T r ust (filed herewith)

32.3 Section 1350 Certification of Chief Executive Officer - Federal Realty OP L P (filed herewith)

32.4 Section 1350 Certification of Chief Financial Officer - Federal Realty OP LP (filed herewith)

101 The following materials from this Annual Report on Form 10-K for the year ended December 31, 2021, formatted in XBRL (Extensible Business Reporting Language):

(1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Comprehensive Income, (3) the Consolidated Statement of Shareholders’ Equity, (4) the Consolidated Statements of Cash Flows, and (5) Notes to Consolidated Financial Statements that have been detail tagged.

2 unchanged sentences

* Management contract or compensatory plan required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

** Pursuant to Regulation S-K Item 601(b)(4)(iii), the Trust by this filing agrees, upon request, to furnish to the Securities and Exchange Commission a copy of other instruments defining the rights of holders of long-term debt of the Trust.

** Pursuant to Regulation S-K Item 601(b)(4)(iii), the Trust and the Partnership by this filing agrees, upon request, to furnish to the Securities and Exchange Commission a copy of other instruments defining the rights of holders of long-term debt of the Trust and the Partnership.

***Upon completion of the UPREIT reorganization described in the Explanatory Note at the beginning of this Annual Report, the Partnership became the successor to Federal Realty Investment Trust's rights and obligations under this instrument.

FORM 10-K SUMMARY

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Federal Realty Investment Trust

Federal Realty OP LP

/ S / D ONALD C.

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Financial and Accounting Officer)

/ S / J OSEPH S.

Non-Executive Chairman February 11, 2021

/ S / J ON E.

Trustee February 11, 2021

/ S / D AVID W.

Trustee February 11, 2021

Non -Executive Chairman February 10, 2022

/S/ E LIZABETH I.

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Consolidated Financial Statements Page No.

Report of Independent Registered Public Accounting Firm F- 2

Report of Independent Registered Public Accounting Firm F- 3

Report of Independent Registered Public Accounting Firm ( PCAOB ID Number 248 )

Consolidated Balance Sheets F- 5

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Basis for opinion

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 Disclosure Controls and Procedures.

Our responsibility is to express an opinion on the Trust’s internal control over financial reporting based on our audit.

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(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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 matters below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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 matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Lease Collectibility Assessment

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

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

If the Trust reaches the conclusion that substantially all of the rents are not collectible for a specific lease, then rental revenue under that arrangement can only be recognized when cash payment from the tenant is received.

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• 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 research, we evaluated whether such information was considered in management’s collectibility assessment.

• For a sample of tenant receivables where collectibility was deemed as probable, we inspected and evaluated management’s documentation supporting the collectibility assessment.

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

• We selected a sample of leases to evaluate the collectibility assessment conclusion reached by management and performed the following procedures for each selection:

• For a selection of tenant receivables where collectibility was deemed as probable, we inspected and evaluated management’s documentation supporting the collectibility assessment.

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

• For a selection of leases, we evaluated the collectibility assessment conclusion reached by management and performed the following procedures for each selection:

◦ Verified that management’s accounting policies related to the collectibility assessment were followed.

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Construction-in-progress (including $18,752 and $44,896 of consolidated variable interest entities, respectively) 607,271 810,889

Assets held for sale — 1,729

9,422,062 8,582,870

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Impairment charge — ( 57,218 ) —

Gain on sale of real estate, net of tax 98,117 116,393 11,915

Gain on sale of real estate and change in control of interest, net of tax 89,950 98,117 116,393

OPERATING INCOME 394,725 289,524 470,911

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Early extinguishment of debt — ( 11,179 ) —

Loss from partnerships ( 8,062 ) ( 2,012 ) ( 3,398 )

Income (loss) from partnerships 1,245 ( 8,062 ) ( 2,012 )

NET INCOME 269,081 135,888 360,542

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NET INCOME $ 269,081 $ 135,888 $ 360,542

Other comprehensive loss - change in value of interest rate swaps ( 5,302 ) ( 397 ) ( 438 )

Other comprehensive income (loss) - change in value of interest rate swaps 3,917 ( 5,302 ) ( 397 )

COMPREHENSIVE INCOME 272,998 130,586 360,145

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Comprehensive

Income/(Loss) Noncontrolling Interests Total Shareholders' Equity

Loss Noncontrolling Interests Total Shareholders' Equity

Shares Amount Shares Amount

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Dividends declared to preferred shareholders — — — — — ( 8,042 ) — — ( 8,042 )

Distributions declared to noncontrolling interests — — — — — — — ( 5,175 ) ( 5,175 )

Distributions declared to noncontrolling interests, excluding $4,094 attributable to redeemable noncontrolling interests — — — — — — — ( 9,961 ) ( 9,961 )

Common shares issued, net — — 1,069,740 11 142,705 — — — 142,716

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

Shares issued under dividend reinvestment plan — — 15,909 — 2,095 — — — 2,095

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Conversion and redemption of OP units — — 128,287 2 14,102 — — ( 14,176 ) ( 72 )

Contributions from noncontrolling interests — — — — — — — 4,020 4,020

Contributions from noncontrolling interests, excluding $9,961 attributable to redeemable noncontrolling interests — — — — — — — 243 243

Adjustment to redeemable noncontrolling interests — — — — ( 5,525 ) — — — ( 5,525 )

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Net income, excluding $2,228 attributable to redeemable noncontrolling interests — — — — — 131,706 — 1,954 133,660

Other comprehensive loss - change in value of interest rate swaps — — — — — — ( 397 ) — ( 397 )

Other comprehensive loss - change in value of interest rate swaps, excluding $471 attributable to redeemable noncontrolling interest — — — — — — ( 4,831 ) — ( 4,831 )

Dividends declared to common shareholders ($4.22 per share) — — — — — ( 320,302 ) — — ( 320,302 )

Dividends declared to preferred shareholders — — — — — ( 8,042 ) — — ( 8,042 )

Distributions declared to noncontrolling interests — — — — — — — ( 9,961 ) ( 9,961 )

Distributions declared to noncontrolling interests, excluding $1,197 attributable to redeemable noncontrolling interests — — — — — — — ( 8,874 ) ( 8,874 )

Common shares issued, net — — 1,080,882 11 98,828 — — — 98,839

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Conversion and redemption of OP units — — — — ( 30 ) — — ( 3,290 ) ( 3,320 )

Contributions from noncontrolling interests — — — — — — — 243 243

Contributions from noncontrolling interests, excluding $19,335 attributable to redeemable noncontrolling interests — — — — — — — 120 120

Purchase of noncontrolling interests — — — — ( 1,210 ) — — ( 6,111 ) ( 7,321 )

Adjustment to redeemable noncontrolling interests — — — — 21,933 — — — 21,933

BALANCE AT DECEMBER 31, 2020 405,896 $ 159,997 76,727,394 $ 771 $ 3,297,305 $ ( 988,272 ) $ ( 5,644 ) $ 84,590 $ 2,548,747

January 1, 2020 adoption of new accounting standard - See Note 2 — — — — — ( 510 ) — — ( 510 )

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

Other comprehensive loss - change in value of interest rate swaps, excluding $471 attributable to redeemable noncontrolling interest — — — — — — ( 4,831 ) — ( 4,831 )

Other comprehensive income - change in value of interest rate swaps, excluding $320 attributable to redeemable noncontrolling interest — — — — — — 3,597 — 3,597

Dividends declared to common shareholders ($4.26 per share) — — — — — ( 332,116 ) — — ( 332,116 )

Dividends declared to preferred shareholders — — — — — ( 8,042 ) — — ( 8,042 )

Distributions declared to noncontrolling interests — — — — — — — ( 8,874 ) ( 8,874 )

Distributions declared to noncontrolling interests, excluding $5,268 attributable to redeemable noncontrolling interests — — — — — — — ( 4,341 ) ( 4,341 )

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

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Shares withheld for employee taxes — — ( 29,031 ) — ( 2,998 ) — — — ( 2,998 )

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

Contributions from noncontrolling interests — — — — — — — 120 120

Purchase of noncontrolling interest — — — — ( 1,210 ) — — ( 6,111 ) ( 7,321 )

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

Adjustment to redeemable noncontrolling interests — — — — ( 2,110 ) — — — ( 2,110 )

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Impairment charge — 57,218 —

Gain on sale of real estate, net of tax ( 98,117 ) ( 116,393 ) ( 11,915 )

Gain on sale of real estate and change in control of interest, net of tax ( 89,950 ) ( 98,117 ) ( 116,393 )

Early extinguishment of debt — 11,179 —

Loss from partnerships 8,062 2,012 3,398

(Income) loss from partnerships ( 1,245 ) 8,062 2,012

Other, net 389 6,142 169

Changes in assets and liabilities, net of effects of acquisitions and dispositions:

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

(Increase) decrease in accounts receivable, net ( 6,032 ) ( 16,128 ) 917

Decrease (increase) in accounts receivable, net 1,214 ( 6,032 ) ( 16,128 )

Increase in prepaid expenses and other assets ( 5,607 ) ( 3,260 ) ( 10,253 )

Increase in accounts payable and accrued expenses 6,782 5,621 2,327

(Decrease) increase in security deposits and other liabilities ( 1,799 ) ( 115 ) 13,937

Increase (decrease) in security deposits and other liabilities 10,712 ( 1,799 ) ( 115 )

Net cash provided by operating activities 471,352 369,929 461,919

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Proceeds from sale of real estate 137,868 183,461 321,997

Proceeds from partnership formation — — 37,998

Investment in partnerships ( 3,115 ) ( 3,348 ) ( 1,052 )

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Leasing costs ( 21,990 ) ( 15,080 ) ( 25,459 )

Increase in mortgage and other notes receivable, net ( 10,268 ) ( 357 ) ( 67 )

Repayment (issuance) of mortgage and other notes receivable, net 31,129 ( 10,268 ) ( 357 )

Net cash used in investing activities ( 660,118 ) ( 368,383 ) ( 316,532 )

FINANCING ACTIVITIES

Net repayments under revolving credit facility, including costs ( 638 ) ( 4,012 ) ( 41,000 )

Costs to amend revolving credit facility — ( 638 ) ( 4,012 )

Issuance of senior notes, net of costs — 1,094,283 399,913

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Distributions to and redemptions of noncontrolling interests ( 9,784 ) ( 20,563 ) ( 20,133 )

Net cash provided by (used in) financing activities 661,736 ( 100,105 ) ( 241,309 )

Increase in cash, cash equivalents, and restricted cash 663,282 45,282 83,132

Net cash (used in) provided by financing activities ( 452,967 ) 661,736 ( 100,105 )

(Decrease) increase in cash, cash equivalents, and restricted cash ( 641,733 ) 663,282 45,282

Cash, cash equivalents, and restricted cash at beginning of year 816,896 153,614 108,332

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Federal Realty Investment Trust (the “Trust”) is an equity real estate investment trust (“REIT”) specializing in the ownership, management, and redevelopment of retail and mixed-use properties.

Our properties are located primarily in densely populated and affluent communities in strategically selected metropolitan markets in the Mid-Atlantic and Northeast regions of the United States, California, and South Florida.

Our properties are located primarily in communities where we believe retail demand exceeds supply, in strategically selected metropolitan markets in the Mid-Atlantic and Northeast regions of the United States, California, and South Florida.

As of December 31, 2021, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 104 predominantly retail real estate projects.

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A REIT that distributes at least 90 % of its taxable income to its shareholders each year and meets certain other conditions is not taxed on that portion of its taxable income which is distributed to its shareholders.

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

Impacts of COVID-19 Pandemic

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

While we currently expect the impact to our properties is temporary in nature, the extent of the future effects of COVID-19 on our business, results of operations, cash flows, and growth prospects is highly uncertain and will ultimately depend on future developments, none of which can be predicted with any certainty.

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

While we continue to expect the impact to our properties will be temporary in nature, the extent of the future effects of COVID-19 on our business, results of operations, cash flows, and growth prospects is highly uncertain and will ultimately depend on future developments, none of which can be predicted with any certainty.

NOTE 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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Revenue Recognition and Accounts Receivable

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

Our leases with our tenants are classified as operating leases.

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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.

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.

When collection of substantially all lease payments during the lease term is not considered probable, total lease revenue is limited to the lesser of revenue recognized under accrual accounting or cash received.

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Since March 2020, federal, state, and local governments have taken various actions to mitigate the spread of COVID-19.

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.

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.

As a result, we revised our collectibility assumptions for many of our tenants most significantly impacted by COVID-19.

Accordingly, during the year ended December 31, 2020, we recognized collectibility related adjustments of $ 106.6 million.

This includes changes in our collectibility assessments from probable to not probable, disputed rents, and any rent abatements directly related to COVID-19, as well as the write-off of $ 12.7 million of straight-line rent receivables related to tenants changed to a cash basis of revenue recognition during the year ended December 31, 2020.

As of December 31, 2020, the revenue from approximately 35 % of our tenants (based on total commercial leases) is being recognized on a cash basis.

Accordingly, during the years ended December 31, 2021 and 2020, we recognized collectibility related adjustments of $ 24.0 million and $ 106.6 million, respectively.

This includes changes in our collectibility assessments from probable to not probable, disputed rents, and any rent abatements directly related to COVID-19, as well as the write-off of $ 0.7 million and $ 12.7 million, respectively of straight-line rent receivables related to tenants changed to a cash basis of revenue recognition during the years ended December 31, 2021 and 2020.

As of December 31, 2021 and 2020, the revenue from approximately 34 % and 35 % of our tenants (based on total commercial leases), respectively, is being recognized on a cash basis.

As of December 31, 2021 and 2020, our straight-line rent receivables balance was $ 110.7 million and $ 103.3 million, respectively, and is included in "accounts and notes receivable, net" on our consolidated balance sheet.

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.

Other revenue recognition policies

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Estimated useful lives range generally from 35 years to a maximum of 50 years on buildings and major improvements.

improvements, furniture and equipment are capitalized and depreciated over useful lives ranging from 2 to 20 years.

Maintenance and repairs that do not improve or extend the useful lives of the related assets are charged to operations as incurred.

Minor improvements, furniture and equipment are capitalized and depreciated over useful lives ranging from 2 to 20 years.

Maintenance and repairs that do not improve or extend the useful lives of the related assets are charged to operations as

Tenant improvements are capitalized and depreciated over the life of the related lease or their estimated useful life, whichever is shorter.

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Our methodology of allocating the cost of acquisitions to assets acquired and liabilities assumed is based on estimated fair values, replacement cost and/or appraised values.

When we acquire operating real estate properties, the purchase price is allocated to land, building, improvements, leasing costs, intangibles such as in-place leases, assumed debt, if any, and to current assets and liabilities acquired, if any.

The value allocated to in-place leases is amortized over the related lease term and reflected as rental income in the consolidated statements of comprehensive income.

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

When we acquire operating real estate properties, the purchase price is allocated to land, building, improvements, leasing costs, intangibles such as acquired leases, assumed debt, if any, and to current assets and liabilities acquired, if any.

The value allocated to acquired leases is amortized over the related lease term and reflected as rental income in the consolidated statements of comprehensive income.

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

If the value of below market lease intangibles includes renewal option periods, we include such renewal periods in the amortization period utilized.

If a tenant vacates its space prior to contractual termination of its lease, the unamortized balance of any in-place lease value is written off to rental income.

If a tenant vacates its space prior to contractual termination of its lease, the unamortized balance of any acquired lease value is written off to rental income.

Transaction costs related to asset acquisitions, such as broker fees, transfer taxes, legal, accounting, valuation, and other professional and consulting fees, are capitalized as part of the acquisition cost.

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If a cash flow hedge is deemed ineffective, the ineffective portion of changes in fair value of the interest rate swaps associated with cash flow hedges is recognized in earnings in the period affected.

At December 31, 2020, we have two interest rate swap agreements that effectively fix the interest rate on a mortgage payable associated with our Hoboken acquisition at 3.67 %.

At December 31, 2021, we have two interest rate swap agreements that effectively fix the interest rate on a mortgage payable associated with our Hoboken property at 3.67 %.

Both swaps were designated and qualify for cash flow hedge accounting.

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Such determination affects our balance sheet classification of these investments and the recognition of interest income derived therefrom.

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.

Mortgage notes receivable are recorded at cost, net of any valuation adjustments.

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Mortgage notes receivable are considered past due based on the contractual terms of the note agreement.

a quarterly basis, we evaluate the collectability of each mortgage note receivable and update our expected credit loss model based on various factors which may include payment history, expected fair value of the collateral securing the loan, internal and external credit information and/or economic trends.

On a quarterly basis, we evaluate the collectability of each mortgage note receivable and update our expected credit loss model based on various factors which may include payment history, expected fair value of the collateral securing the loan, internal and external credit information and/or economic trends.

A loan is considered impaired when it is probable that we will be unable to collect all amounts due under the existing contractual terms.

When a loan is considered impaired, the amount of the loss accrual is calculated by comparing the carrying amount of the mortgage note receivable to the present value of expected future cash flows.

Since two loans are collateralized by a first mortgage, these loans have risk characteristics similar to the risks in owning commercial real estate.

At December 31, 2020, we had four mortgage notes receivable with an aggregate carrying amount, net of valuation adjustments of $ 39.9 million, and a weighted average interest rate of 10.0 %.

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

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

is calculated by comparing the carrying amount of the mortgage note receivable to the present value of expected future cash flows.

As our loans are collateralized by mortgages, these loans have risk characteristics similar to the risks in owning commercial real estate.

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.

At December 31, 2021, we had three mortgage notes receivable with an aggregate carrying amount, net of valuation adjustments of $ 9.5 million, and a weighted average interest rate of 10.9 %.

Share Based Compensation

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The primary beneficiary of a VIE has both the power to direct the activities that most significantly impact economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

Our equity method investments in the Pike & Rose hotel joint venture, the Assembly Row hotel joint venture, and the La Alameda shopping center are also considered variable interests in a VIE.

As we do not control the activities that most significantly impact the economic performance of the joint ventures, we are not the primary beneficiary and do not consolidate.

As of December 31, 2020 and 2019, our investment in these joint ventures and maximum exposure to loss was $ 18.7 million and $ 23.4 million, respectively.

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

See footnote 15 to the consolidated financial statements for additional details of this transaction.

On January 4, 2021, we acquired our partner's interest in the Pike & Rose hotel joint venture, which was previously considered a variable interest in a VIE.

See Note 3 for additional details of this transaction.

Our equity method investments in the Assembly Row hotel joint venture and the La Alameda shopping center and our mortgage notes receivable are considered variable interests in a VIE.

As we do not control the activities that most significantly impact the economic performance of the joint ventures related to the Assembly Row hotel, the La Alameda shopping center, or the borrower entities related to our mortgage notes receivable, we are not the primary beneficiary and do not consolidate.

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.

As of December 31, 2021 and 2020, our investment in mortgage notes receivable and maximum exposure to loss was $ 9.5 million and $ 39.9 million, respectively.

In addition, we have 21 entities that meet the criteria of a VIE in which we hold a variable interest.

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Net real estate assets related to VIEs included in our consolidated balance sheets were approximately $ 1.8 billion and $ 1.4 billion as of December 31, 2021 and 2020, respectively, and mortgages related to VIEs included in our consolidated balance sheets were approximately $ 335.3 million and $ 413.7 million, as of December 31, 2021 and 2020, respectively.

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.

Redeemable Noncontrolling Interests

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Net income 4,296 2,228

Other comprehensive income (loss) - change in value of interest rate swaps 320 ( 471 )

Distributions & redemptions ( 5,268 ) ( 1,197 )

Other comprehensive loss - change in value of interest rate swaps ( 471 ) —

Change in redemption value 2,110 ( 21,933 )

Ending balance $ 213,708 $ 137,720

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 %.

We adopted ASC 842 effective January 1, 2019 under the modified retrospective approach and elected the optional transition method to apply the provisions of ASC 842 as of the adoption date, rather than the earliest period presented.

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This charge was attributable to the write off certain direct leasing costs recorded under the previous lease accounting rules for leases which had not commenced as well as the write off of unreserved receivables (including straight-line receivables) for leases where we had determined the collection of substantially all the lease payments required for the term is not probable.

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.

We have ground leases at 12 properties which are accounted for as operating leases.

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We have elected to treat certain of our subsidiaries as taxable REIT subsidiaries, which we refer to as a TRS.

In general, a TRS may engage in any real estate business and certain non-real estate businesses, subject to certain limitations under the Internal

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

In general, a TRS may engage in any real estate business and certain non-real estate businesses, subject to certain limitations under the Internal Revenue Code of 1986, as amended (the “Code”).

A TRS is subject to federal and state income taxes.

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We review operating and financial information for each property on an individual basis and therefore, each property represents an individual operating segment.

We evaluate financial performance using property operating income, which consists of rental income, other property income and mortgage interest income, less rental expenses and real estate taxes.

We evaluate financial performance using property operating income, which consists of rental income, and mortgage interest income, less rental expenses and real estate taxes.

No individual commercial or residential property constitutes more than 10% of our revenues or property operating income and we have no operations outside of the United States of America.

Therefore, we have aggregated our properties into one reportable segment as the properties share similar long-term economic characteristics and have other similarities including the fact that they are operated using consistent business strategies, are typically located in major metropolitan areas, and have similar tenant mixes.

Forward Equity Sales

On February 24, 2021, we replaced our existing at-the-market (“ATM”) equity program with a new ATM equity program in which we may from time to time offer and sell common shares having an aggregate offering price of up to $ 500.0 million.

The new ATM equity program also allows shares to be sold through forward sales contracts.

Our forward sales contracts currently meet all the conditions for equity classification;

and therefore, we record common stock on the settlement date at the purchase price contemplated by the contract.

Furthermore, we consider the potential dilution resulting from forward sales contracts in our earnings per share calculations.

We use the treasury method to determine the dilution, if any, from the forward sales contracts during the period of time prior to settlement.

See Note 8 to the consolidated financial statements for details of our 2021 forward sales transactions.

Recent Accounting Pronouncements

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)

November 2018,

improvements to

Instruments - Credit

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.

Issued in 2021:

ASU 2021-05, July 2021, Lessors - Certain Leases with Variable Lease Payments (Topic 842)

This ASU amends the lessor lease classification in ASC 842 for leases that include variable lease payments that are not based on an index or rate.

Under the amended guidance, lessors will classify a lease with variable payments that do not depend on an index or rate as an operating lease if the lease would have been classified as a sales-type lease or a direct financing lease under the previous ASU 842 classification criteria, and sales-type or direct financing lease classification would result in a Day 1 loss.

This guidance is effective for annual periods beginning after December 15, 2021, and interim periods therein.

The adoption of this standard does not have an impact to our consolidated financial statements.

Issued in 2020:

ASU 2020-04, March 2020, Reference Rate Reform (Topic 848)

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Accounting for Convertible Instruments and Contracts in an Entity's Own Equity

This ASU simplifies the accounting for convertible instruments by removing the requirements to separately present certain conversion features in equity, simplifying the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification, and generally requiring use of the if-converted method for all convertible instruments in the diluted EPS calculation and include the effect of potential share settlement (if the effect is more dilutive).

The guidance is effective for annual periods beginning after December 15, 2021, and interim periods therein.

The adoption of this standard is not expected to have a significant impact to our consolidated financial statements.

This ASU simplifies the accounting for convertible instruments by removing the requirements to separately present certain conversion features in equity, simplifying the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification, and generally requiring the use of the if-converted method for all convertible instruments in the diluted EPS calculation and include the effect of potential share settlement (if the effect is more dilutive).

The guidance is effective for annual period beginning after December 15, 2021, and interim periods therein.

The adoption of this standard does not have an impact to our consolidated financial statements.

Consolidated Statements of Cash Flows—Supplemental Disclosures

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Shares issued under dividend reinvestment plan $ 1,727 $ 1,734 $ 1,784

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

(1) See Note 5 for additional disclosures relating to the mortgages entered into and assumed as a result of the Hoboken acquisition.

(1) See our Annual Report on Form 10-K for the year ended December 31, 2020 for additional disclosures relating to the mortgages entered into and assumed as a result of the Hoboken acquisition .

(In thousands)

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2021 Property Acquisitions

On January 4, 2021, we acquired our partner's 20 % interest in our joint venture arrangement related to the Pike & Rose hotel for $ 2.3 million, and repaid the $ 31.5 million mortgage loan encumbering the hotel.

As a result of the transaction, we gained control of the hotel, and effective January 4, 2021, we have consolidated this asset.

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:

Date Acquired Property City/State Gross Leasable Area (GLA) Ownership % Gross Value

(in square feet) (in millions)

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)

September 2, 2021 Twinbrooke Shopping Centre Fairfax, Virginia 106,000 100 % $ 33.8 (6)

(1) These acquisitions were completed through newly formed joint ventures, for which we own the controlling interest listed above, and therefore, these properties are consolidated in our financial statements.

(2) Approximately $ 1.9 million and $ 0.6 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $ 8.0 million of net assets acquired were allocated to other liabilities for "below market leases."

(3) Approximately $ 12.3 million and $ 2.6 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $ 14.7 million of net assets acquired were allocated to other liabilities for "below market leases."

(4) Approximately $ 11.6 million of net assets acquired were allocated to other assets for "acquired lease costs" and $ 28.3 million were allocated to other liabilities for "below market leases."

(5) The land is controlled under a long-term ground lease that expires on December 31, 2076, for which we have recorded a $ 10.4 million "operating lease right of use asset" (net of a $ 1.3 million above market liability) and an $ 11.6 million "operating lease liability." Approximately $ 2.7 million and $ 1.1 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $ 3.6 million were allocated to other liabilities for "below market leases."

(6) Approximately $ 1.2 million and $ 0.3 million of net assets acquired were allocated to other assets for "acquired lease costs" and "above market leases," respectively, and $ 2.7 million of net assets acquired were allocated to other liabilities for "below market leases."

2021 Property Dispositions

During the year ended December 31, 2021, we sold two properties and a portion of three properties for a total sales price of $ 141.6 million, which resulted in a net gain of $ 88.3 million.

2020 Property Acquisitions

Date Acquired Property City/State Gross Leasable Area (GLA) Purchase Price

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Hoboken (2 mixed-use buildings) Hoboken, New Jersey 12,000

(1) This property is adjacent to, and will be operated as part of the property acquired in 2019.

(1 ) This property is adjacent to, and is operated as part of the property acquired in 2019.

The purchase price was paid with a combination of cash and the issuance of 163,322 downREIT operating partnership units.

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2020 Property Dispositions

During the year ended December 31, 2020, we sold three properties (including The Shops at Sunset Place discussed above) and one building for a total sales price of $ 186.1 million, which resulted in a gain of $ 98.1 million.

During the year ended December 31, 2020, we closed on the sale of the remaining two condominium units at our Pike & Rose property, receiving proceeds net of closing costs of $ 2.1 million.

2019 Property Acquisitions

Date Acquired Property City/State Gross Leasable Area (GLA) Purchase Price

(in square feet) (in millions)

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)

Various 2019 Hoboken (37 mixed-use buildings) Hoboken, New Jersey 158,000 $ 189.2 (3)

(1) Approximately $ 0.6 million and $ 0.4 million of net assets acquired were allocated to other assets for "above market leases," and other liabilities for "below market leases," respectively.

(2) Approximately $ 2.0 million and $ 0.4 million of net assets acquired were allocated to other assets for "above market leases," and other liabilities for "below market leases," respectively.

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

The purchase price includes new and assumptions of mortgage debt totaling approximately $ 98.0 million.

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

Approximately $ 3.6 million and $ 8.1 million of net assets acquired were allocated to other assets for "above market leases," and other liabilities for "below market leases," respectively.

2019 Property Dispositions

On December 11, 2019, w e received $ 154.7 million in net proceeds related to the sale under the threat of condemnation of 11.7 acres of San Antonio Center to a local school district ("the condemning authority").

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

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

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

Consequently, at December 31, 2019, we recorded a liability of $ 45.5 million to reflect our estimate of the final consideration, net of estimated condemnation proceeding costs and other transaction related costs.

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

During the year ended December 31, 2019, we sold three properties and one land parcel for a net sales price of $ 149.0 million, which resulted in a net gain of $ 28.3 million.

During the year ended December 31, 2019, we closed on the sale of 43 condominium units at our Assembly Row and Pike & Rose properties (combined), received proceeds net of closing costs of $ 20.1 million, and recognized a gain of $ 2.6 million, net of income taxes.

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

NOTE 4— ACQUIRED IN-PLACE LEASES

Acquired lease assets comprise above market leases where we are the lessor and below market leases where we are the lessee.

Acquired lease liabilities comprise below market leases where we are the lessor and above market leases where we are the lessee.

NOTE 4— ACQUIRED LEASES

Acquired lease assets comprise of above market leases where we are the lessor and below market leases where we are the lessee.

Acquired lease liabilities comprise of below market leases where we are the lessor and above market leases where we are the lessee.

As a lessor, acquired above market leases are included in prepaid expenses and other assets, and acquired below market leases are included in other liabilities and deferred credits.

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Total $ ( 240,406 ) $ 80,981 $ ( 183,666 ) $ 70,402

The value allocated to in-place leases where we are the lessor is amortized over the related lease term and reflected as additional rental income for below market leases or a reduction of rental income for above market leases in the consolidated statements of comprehensive income.

The related amortization of in-place leases where we are the lessee is reflected as additional rental expense for below market leases or a reduction of rental expenses for above market leases in the consolidated statements of comprehensive income.

The value allocated to acquired leases where we are the lessor is amortized over the related lease term and reflected as additional rental income for below market leases or a reduction of rental income for above market leases in the consolidated statements of comprehensive income.

The related amortization of acquired leases where we are the lessee is reflected as additional rental expense for below market leases or a reduction of rental expenses for above market leases in the consolidated statements of comprehensive income.

The following is a summary of acquired lease amortization:

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Above market leases, lessee 17.6 years

The amortization for acquired in-place leases during the next five years and thereafter, assuming no early lease terminations, is as follows:

The amortization for acquired leases during the next five years and thereafter, assuming no early lease terminations, is as follows:

Acquired Lease Assets Acquired Lease Liabilities

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Mortgages payable (Dollars in thousands)

The Shops at Sunset Place $ — $ 61,987 5.62 % September 1, 2020

29th Place — 3,878 5.91 % January 31, 2021

Sylmar Towne Center $ — $ 16,236 5.39 % June 6, 2021

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Subtotal 341,579 486,035

Net unamortized premium and debt issuance costs ( 1,924 ) ( 1,568 )

Total mortgages payable 484,111 545,679

Net unamortized debt issuance costs and premium ( 1,586 ) ( 1,924 )

Total mortgages payable, net 339,993 484,111

Notes payable

Term loan 400,000 — LIBOR + 1.35% May 6, 2021

Revolving credit facility — — LIBOR + 0.775% January 19, 2024

Term loan 300,000 400,000 LIBOR + 0.80% April 16, 2024

Various 2,635 3,270 11.31 % Various through 2028

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Net unamortized debt issuance costs ( 1,169 ) ( 494 )

Total notes payable 402,776 3,781

Total notes payable, net 301,466 402,776

Senior notes and debentures

2.55% notes — 250,000 2.55 % January 15, 2021

3.00% notes — 250,000 3.00 % August 1, 2022

2.75% notes 275,000 275,000 2.75 % June 1, 2023

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Subtotal 3,419,200 3,419,200

Net unamortized discount and debt issuance costs ( 14,712 ) ( 12,066 )

Net unamortized debt issuance costs and premium ( 13,112 ) ( 14,712 )

Total senior notes and debentures 3,406,088 3,404,488

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_____________________

1) On November 26, 2019, we entered into two interest rate swap agreements that fix the interest rate on the mortgage loan at 3.67 %.

2) The interest rates on these mortgages range from 3.91 % to 5.00 %.

In connection with the two buildings we acquired in Hoboken, New Jersey on February 12, 2020, we assumed two mortgage loans with a net face amount of $ 8.9 million and a fair value of $ 9.0 million.

The mortgage loans bear interest at 4.00 % and mature on July 27, 2027.

In March 2020, in order to strengthen our financial position and balance sheet, to maximize our liquidity, and to provide maximum financial flexibility to continue our business initiatives as the effects of COVID-19 continue to evolve, we borrowed $ 990.0 million under our revolving credit facility, representing a draw-down of almost the entirety of our $ 1.0 billion revolving credit facility.

This amount was subsequently repaid when we entered into a $ 400.0 million unsecured term loan on May 6, 2020 and issued $ 700.0 million of fixed rate unsecured senior notes on May 11, 2020.

The unsecured term loan matures on May 6, 2021, plus one twelve month extension at our option, and bears interest at LIBOR plus 135 basis points based on our current credit rating.

Our net proceeds from this transaction after underwriting fees and other costs were $ 398.7 million.

The $ 700.0 million of unsecured senior notes issued in May 2020 comprise a $ 300.0 million reopening of our 3.95 % senior notes maturing on January 15, 2024 and a $ 400.0 million issuance of 3.50 % senior notes maturing on June 1, 2030.

The 3.95 % senior notes were offered at 103.257 % of the principal amount with a yield to maturity of 2.944 %, and have the same terms and are of the same series as the $ 300.0 million senior notes issued on December 9, 2013.

The 3.50 % senior notes were offered at 98.911 % of the principal amount with a yield to maturity of 3.630 %.

Our net proceeds from these transactions after the net issuance premium, underwriting fees, and other costs were $ 700.1 million.

On September 1, 2020, the $ 60.6 million non-recourse mortgage loan on The Shops at Sunset Place matured and was not repaid.

The lender declared the loan in default until the non-recourse loan was repaid as part of the sale of the property on December 31, 2020.

The default did not trigger a cross default with any other indebtedness.

The repayment amount including accrued interest and fees, net of $ 4.5 million of escrows held by the lender was $ 58.5 million.

On October 13, 2020, we issued $ 400.0 million of fixed rate senior unsecured notes that mature on February 15, 2026 and bear interest at 1.25 %.

The notes were offered at 99.339 % of the principal amount with a yield to maturity of 1.379 %.

The net proceeds of the notes, or "green bonds," after issuance discount, underwriting fees, and other costs were approximately $ 394.2 million, and will be allocated to the financing and refinancing of recently completed and future eligible green projects, which includes (i) investments in acquisitions of buildings;

(ii) building developments or redevelopments;

(iii) renovations in existing buildings;

and (iv) tenant improvement projects, in each case that have received, or are expected to receive, in the three years prior to the issuance of the notes or during the term of the notes, a LEED Silver, Gold, or Platinum certification (or environmentally equivalent successor standards).

Net proceeds allocated to previously incurred costs associated with eligible green projects will be available for repayment of indebtedness.

On December 15, 2020, we repaid our $ 250.0 million 2.55 % notes prior to the original maturity date of January 15, 2021 at par.

The redemption price of $ 252.7 million included accrued but unpaid interest of $ 2.7 million.

On December 31, 2020, we repaid our $ 250.0 million 3.00 % notes prior to the original maturity date of August 1, 2022.

The redemption price of $ 263.5 million included a make-whole premium of $ 10.4 million and accrued but unpaid interest of $ 3.1 million.

The "early extinguishment of debt" charge in 2020 of $ 11.2 million includes the make-whole premium and the write off of the unamortized discount and debt issuance fees.

On December 31, 2020, we also repaid the $ 3.6 million mortgage loan on 29th Place, at par, prior to its original maturity date.

3) This mortgage loan has a fixed interest rate, however, the rate resets every five years until maturity.

The current interest rate is fixed until July 1, 2022, and the loan is prepayable at par anytime after this date.

On April 16, 2021, we repaid $ 100.0 million of our existing $ 400.0 million term loan, amended the agreement on the remaining $ 300.0 million to lower the current spread over LIBOR from 135 basis points to 80 basis points based on our current credit rating, and extended the initial maturity date to April 16, 2024, along with two one-year extensions, at our option.

In 2021, we repaid the following mortgage loans, at par, prior to their original maturity date:

Property Repayment Date Principal

(in millions)

Sylmar Towne Center February 5, 2021 $ 16.2

Plaza Del Sol September 1, 2021 $ 7.9

Montrose Crossing October 12, 2021 $ 64.1

The AVENUE at White Marsh November 2, 2021 $ 52.7

During 2021, 2020 and 2019, the maximum amount of borrowings outstanding under our revolving credit facility was $ 150.0 million, $ 990.0 million and $ 116.5 million, respectively.

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The revolving credit facility requires an annual facility fee of $ 1.0 million.

At December 31, 2020 and 2019, our revolving credit facility had no balance outstanding.

At December 31, 2021 and December 31, 2020, our revolving credit facility had no balance outstanding.

Our revolving credit facility, term loan, and certain notes require us to comply with various financial covenants, including the maintenance of minimum shareholders’ equity and debt coverage ratios and a maximum ratio of debt to net worth.

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_____________________

(1) Our $ 400.0 million term loan matures on May 6, 2021 plus one twelve month extension, at our option.

(1) Our $ 300.0 million term loan matures on April 16, 2024 plus two one-year extensions, at our option.

(2) Our $ 1.0 billion revolving credit facility matures on January 19, 2024, plus two six-month extensions at our option.

As of December 31, 2020, there was no outstanding balance under this credit facility.

(3) The total debt maturities differ from the total reported on the consolidated balance sheet due to the unamortized net premium/discount and debt issuance costs on mortgage loans, notes payable, and senior notes as of December 31, 2020 .

As of December 31, 2021, there was no balance outstanding under this credit facility.

(3) The total debt maturities differ from the total reported on the consolidated balance sheet due to the unamortized net debt issuance costs and premium/discount on mortgage loans, notes payable, and senior notes as of December 31, 2021 .

NOTE 6— FAIR VALUE OF FINANCIAL INSTRUMENTS

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The fair value of our mortgages payable, notes payable and senior notes and debentures is sensitive to fluctuations in interest rates.

Quoted market prices (Level 1) were used to estimate the fair value of our marketable senior notes and debentures and discounted cash flow analysis (Level 2) is generally used to estimate the fair value of our mortgages and notes payable.

Quoted market

prices (Level 1) were used to estimate the fair value of our marketable senior notes and debentures and discounted cash flow analysis (Level 2) is generally used to estimate the fair value of our mortgages and notes payable.

Considerable judgment is necessary to estimate the fair value of financial instruments.

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The fair values of the interest rate swap agreements are based on the estimated amounts we would receive or pay to terminate the contracts at the reporting date and are determined using interest rate pricing models and interest rate related observable inputs.

The fair value of our swaps at December 31, 2020 was a liability of $ 4.7 million and is included in "prepaid expenses and other assets" on our consolidated balance sheet.

During 2020, the value of our interest rate

swaps decreased $ 4.8 million (including $ 0.7 million reclassified from other comprehensive loss to interest expense).

A summary of our financial (liabilities) assets that are measured at fair value on a recurring basis, by level within the fair value hierarchy is as follows:

The fair value of our swaps at December 31, 2021 was a liability of $ 1.5 million and is included in "other liabilities and deferred credits" on our consolidated balance sheet.

During 2021, the value of our interest rate swaps increased $ 3.2 million (including $ 0.9 million reclassified from other comprehensive income to interest expense).

A summary of our financial liabilities that are measured at fair value on a recurring basis, by level within the fair value hierarchy is as follows:

December 31, 2021 December 31, 2020

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One of our equity method investees has two interest rate swaps which qualify as cash flow hedges.

At December 31, 2020 and December 31, 2019, our share of the decrease in fair value of the related swaps included in "accumulated other comprehensive loss" was $ 0.5 million and $ 0.9 million, respectively.

At December 31, 2021 and December 31, 2020, our share of the change in fair value of the related swaps included in "accumulated other comprehensive loss" was an increase of $ 0.7 million and a decrease of $ 0.5 million, respectively.

NOTE 7— COMMITMENTS AND CONTINGENCIES

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Legal fees related to litigation are expensed as incurred.

Other than as described below, we do not believe that the ultimate outcome of these matters, either individually or in the aggregate, could have a material adverse effect on our financial position or overall trends in results of operations;

We do not believe that the ultimate outcome of these matters, either individually or in the aggregate, could have a material adverse effect on our financial position or overall trends in results of operations;

however, litigation is subject to inherent uncertainties.

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These warranties may extend up to ten years and require significant judgment.

If changes in facts and circumstances indicate that warranty reserves are understated, we will accrue additional reserves at such time a liability has been incurred and the costs can be reasonably estimated.

If changes in facts and circumstances indicate that warranty reserves are understated, we will

accrue additional reserves at such time a liability has been incurred and the costs can be reasonably estimated.

Warranty reserves are released once the legal liability period has expired or all related work has been substantially completed.

On December 17, 2020, we acquired one of our partner's preferred and common interests in the partnership that owns our Plaza El Segundo property for $ 7.3 million, bringing our ownership to approximately 78.2 %.

On December 11, 2019, w e received proceeds related to the sale under the threat of condemnation at San Antonio Center as discussed in Note 3 to the consolidated financial statements.

On December 11, 2019, we received proceeds related to the sale under the threat of condemnation at San Antonio Center as discussed in our Annual Report on Form 10-K for the year ended December 31, 2019.

During 2020, we incurred $ 12.9 million of net payments to tenants, and consequently , at December 31, 2020, we have a liability of $ 32.6 million to reflect our estimate of the remaining consideration.

During 2021, we did not incur any payments, and consequently, at December 31, 2021, our liability remains $ 32.6 million to reflect our estimate of the remaining consideration.

At December 31, 2021 and 2020, our reserves for general liability costs were $ 5.2 million and $ 4.6 million, respectively, and are included in “accounts payable and accrued expenses” in our consolidated balance sheets.

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Under the terms of the Congressional Plaza partnership agreement, a minority partner has the right to require us and the other minority partner to purchase its 26.63 % interest in Congressional Plaza at the interest’s then-current fair market value.

If the okother minority partner defaults in their obligation, we must purchase the full interest.

If the other minority partner defaults in their obligation, we must purchase the full interest.

Based on management’s current estimate of fair market value as of December 31, 2021, our estimated maximum liability upon exercise of the put option would range from approximately $ 67 million to $ 71 million.

A master lease for Melville Mall includes a fixed purchase price option in 2021 for $ 5 million.

If we fail to exercise our purchase option, the owner of Melville Mall has a put option which would require us to purchase Melville Mall in 2023 for $ 5 million.

A master lease for Melville Mall, as amended on October 14, 2021, includes a fixed price put option at any time prior to June 30, 2025, requiring us to purchase Melville Mall for approximately $ 3.6 million.

Additionally, we have the right to purchase Melville Mall in 2026 for approximately $ 3.6 million.

The consideration is net of a contract amendment fee to be paid by the landlord.

Two of the members in Plaza El Segundo have the right to require us to purchase their 10.0 % and 11.8 % ownership interests at the interests' then-current fair market value.

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Based on management's current estimate of fair market value as of December 31, 2021, our estimated maximum liability upon exercise of the put option would range from $ 9 million to $ 10 million.

Effective June 14, 2026, the other member in Cambelback Colonnade and Hilton Village has the right to require us to purchase all of its 2.0 % ownership interest at the interest's then-current fair market value.

Based on management's current estimate of fair value as of December 31, 2021, our estimated maximum liability upon exercise of the put option would range from $ 4 million to $ 5 million.

Effective June 1, 2029, the other member in Grossmont Center has the right to require us to purchase all of its 40.0 % ownership interest at the interest's then-current fair market value.

Based on management's current estimate of fair value as of December 31, 2021, our estimated maximum liability upon exercise of the put option would range from $ 68 million to $ 73 million.

Under the terms of certain partnership agreements, the partners have the right to exchange their operating partnership units for cash or the same number of our common shares, at our option.

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The holders of the Series 1 Preferred Shares have no voting rights.

On May 7, 2018, we replaced our existing at-the-market (“ATM”) equity program with a new ATM equity program in which we may from time to time offer and sell common shares having an aggregate offering price of up to $ 400.0 million.

We intend to use the net proceeds to fund potential acquisition opportunities, fund our development and redevelopment pipeline, repay amounts of outstanding under our revolving credit facility and/or for general corporate purposes.

May 7, 2021, we amended this ATM equity program, which resets the limit to $ 500.0 million.

The new ATM equity program also allows shares to be sold through forward sales contracts.

We intend to use the net proceeds to fund potential acquisition opportunities, fund our development and redevelopment pipeline, repay indebtedness and/or for general corporate purposes.

For the year ended December 31, 2021, we issued 847,471 common shares at a weighted average price per share of $ 104.19 for net cash proceeds of $ 87.0 million including paying $ 0.9 million in commissions and $ 0.4 million in additional offering expenses related to the sales of these common shares.

For the year ended December 31, 2020, we issued 1,080,804 common shares at a weighted average price per share of $ 92.51 for net cash proceeds of $ 98.8 million and paid $ 1.0 million in commissions and $ 0.1 million in additional offering expenses related to the sales of these common shares.

We also entered into forward sales contracts for the year ended December 31, 2021 for 2,999,955 common shares under our ATM equity program at a weighted average offering price of $ 120.22 .

During 2021, we settled a portion of the forward sales agreements entered into during the year by issuing 796,300 common shares for net proceeds of $ 85.7 million.

The forward price that we will receive upon physical settlement of the remaining forward sale agreements is subject to the adjustment for (i) commissions, (ii) a floating interest rate factor equal to a specified daily rate less a spread, (iii) the forward purchasers' stock borrowing costs and (iv) scheduled dividends during the term of the forward sale agreements.

The remaining open forward shares may be settled at any time on or before multiple required settlement dates ranging from June 2022 to December 2022.

As of December 31, 2021, we had the capacity to issue up to $ 175.0 million in common shares under our ATM equity program.

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Ordinary dividend $ 3.358 $ 3.452 $ 4.110

Capital gain 0.680 — —

Return of capital 0.212 0.758 —

Ordinary dividend eligible for 15% rate — — 0.161

$ 4.250 $ 4.210 $ 4.110

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Ordinary dividend $ 1.124 $ 1.354 $ 1.354

Ordinary dividend eligible for 15% rate — — 0.054

Capital gain 0.230 — —

$ 1.354 $ 1.354 $ 1.354

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Ordinary dividend $ 1.038 $ 1.250 1.250

Ordinary dividend eligible for 15% rate — — 0.052

Capital gain 0.212 — —

$ 1.250 $ 1.250 $ 1.250

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Year Ended December 31,

2021 2020 2019

(In thousands)

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OTHER INFORMATION:

ROU assets obtained in exchange for operating lease liabilities 855 —

ROU assets obtained in exchange for finance lease liabilities — —

Cash paid for amounts included in the measurement of lease liabilities

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Financing cash flows for finance leases $ 51 $ 46 $ 47

Year Ended December 31,

Weighted-average remaining term - finance leases 16.3 years 17.3 years

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Weighted-average discount rate - operating leases 4.5 % 4.4 %

NOTE 11— COMPONENTS OF RENTAL EXPENSE

ROU assets obtained in exchange for operating lease liabilities $ 10,341 $ 855

NOTE 11— COMPONENTS OF RENTAL EXPENSES

The principal components of rental expenses are as follows:

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Ground rent 4,571 4,595 4,803

Bad debt (1) — — 4,708

Other operating (1) 22,567 15,101 24,242

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(1) Collectibility adjustments are now presented as a reduction of rental income rather than rental expense in accordance with our adoption of the new lease standard in 2019.

(1) Other operating for the year ended December 31, 2019 includes an $ 11.9 million charge relating to the buyout of a lease at Assembly Square Marketplace .

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Certain options and share awards provide for accelerated vesting if there is a change in control.

Additionally, the vesting on certain option and share awards can accelerate in part or in full upon retirement based on the age of the retiree or upon termination without cause.

Additionally, the vesting on certain option and share awards can accelerate in part or in full upon termination without cause.

The fair value of each option award is estimated on the date of grant using the Black-Scholes model.

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Risk free interest rate 0.9 %

The weighted-average grant-date fair value of options granted in 2021 was $ 16.40 per share.

The following table provides a summary of option activity for 2021:

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Outstanding at December 31, 2020 682 $ 152.34

Granted 3,658 95.77

Exercised — —

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Exercisable at December 31, 2021 — $ — — $ —

The weighted-average grant-date fair value of options granted in 2018 was $ 14.42 per share, which were later forfeited during 2018.

The total cash received from options exercised during 2018 was $ 4.6 million.

The total intrinsic value of options exercised during the year ended December 31, 2018 was $ 8.2 million.

The following table provides a summary of restricted share activity for 2021:

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The total vesting-date fair value of shares vested during the year ended December 31, 2021, 2020 and 2019, was $ 11.0 million, $ 12.4 million and $ 13.0 million, respectively.

On February 10, 2021, 10,441 restricted stock units were awarded to an officer that vest at the end of four years.

The final awards earned are based on meeting certain market based performance criteria, and may vary from 0% to 200% of the original award.

The weighted-average grant-date fair value of stock awarded in 2021 was $ 97.01 .

The following table provides a summary of restricted stock unit activity for 2021:

Shares Weighted-Average

Grant-Date Fair

Unvested at December 31, 2020 — $ —

Granted 10,441 97.01

Forfeited — —

Unvested at December 31, 2021 10,441 $ 97.01

As of December 31, 2021, there was $ 20.0 million of total unrecognized compensation cost related to unvested share-based compensation arrangements (i.e.

5 unchanged sentences

February 9, 2022 103,463 Restricted Shares 3-5 years Officers and key employees

February 10, 2021 3,658 Options 5 years Officers and key employees

Additionally, on February 10, 2021, 10,441 restricted stock units were awarded to an officer that vest at the end of four years.

The final awards earned are based on meeting certain market based performance criteria, and may vary from 0% to 200% of the original award.

NOTE 13— SAVINGS AND RETIREMENT PLANS

We have a savings and retirement plan in accordance with the provisions of Section 401(k) of the Code.

Generally, employees can elect, at their discretion, to contribute a portion of their compensation up to a maximum of $ 19,500 for 2020, $ 19,000 for 2019, and 18,500 for 2018.

Generally, employees can elect, at their discretion, to contribute a portion of their compensation up to a maximum of $ 19,500 for 2021 and 2020, and 19,000 for 2019.

Under the plan, we contribute 50 % of each employee’s elective deferrals up to 5 % of eligible earnings.

11 unchanged sentences

The two-class method is an earnings allocation methodology whereby EPS for each class of common stock and participating securities is calculated according to dividends declared and participation rights in undistributed earnings.

For 2020, 2019, and 2018 we had 0.2 million weighted average unvested shares outstanding, which are considered participating securities.

For 2021 we had 0.3 million, and for 2020 and 2019 we had 0.2 million weighted average unvested shares outstanding, respectively, which are considered participating securities.

Therefore, we have allocated our earnings for basic and diluted EPS between common shares and unvested shares;

the portion of earnings allocated to the unvested shares is reflected as “earnings allocated to unvested shares” in the reconciliation below.

In the dilutive EPS calculation, dilutive stock options were calculated using the treasury stock method consistent with prior periods.

There were 682 anti-dilutive stock options in 2020, 2019, and 2018, respectively.

The conversions of downREIT operating partnership units and 5.417 % Series 1 Cumulative Convertible Preferred Shares are anti-dilutive for all periods presented and accordingly, have been excluded from the weighted average common shares used to compute diluted EPS.

The following potentially issuable shares were excluded from the diluted EPS calculation because their impact is anti-dilutive:

• exercise of 682 stock options in 2020 and 2019, respectively,

• conversions of downREIT operating partnership units and 5.417 % Series 1 Cumulative Convertible Preferred Shares for 2021, 2020, and 2019, respectively, and

• the issuance of 1.8 million shares issuable under forward sales agreements in 2021.

Additionally, 10,441 unvested restricted stock units are excluded from the diluted EPS calculation as the market based performance criteria in the award has not yet been achieved.

Year Ended December 31,

7 unchanged sentences

Weighted average common shares outstanding—basic 77,336 75,515 74,766

Stock options — — 28

Effect of dilutive securities:

Open forward contracts for share issuances 32 — —

Weighted average common shares outstanding—diluted 77,368 75,515 74,766

EARNINGS PER COMMON SHARE, BASIC AND DILUTED

EARNINGS PER COMMON SHARE, BASIC

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

EARNINGS PER COMMON SHARE, DILUTED

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

NOTE 15— SUBSEQUENT EVENTS

On January 4, 2021, we acquired our partner's 20 % interest in our joint venture arrangement related to the Pike & Rose hotel for $ 2.3 million, and repaid the $ 31.5 million mortgage loan.

As a result of the transaction, we gained control of the hotel portion of this property, and effective January 4, 2021, we have consolidated this asset.

On February 5, 2021, we repaid the $ 16.2 million mortgage loan on Sylmar Town Center, at par, prior to its original maturity date.

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

Prior to the UPREIT Reorganization, our business was conducted through the Predecessor.

This Annual Report pertains to the business and results of operations of the Predecessor for its fiscal year ended December 31, 2021.

As a result of the UPREIT reorganization, the Parent Company became the successor issuer to the Predecessor under the Exchange Act.

The Parent Company and the Partnership have elected to co-file this Annual Report of the Predecessor to ensure continuity of information to investors.

For additional information on our UPREIT reorganization, please see our Current Reports on Form 8-K filed with the SEC on January 3, 2022 and January 5, 2022.

FEDERAL REALTY INVESTMENT TRUST

22 unchanged sentences

BETHESDA ROW (Maryland) 46,579 35,406 168,421 43,904 206,502 250,406 99,202 1945-2008 12/31/93, 6/2/97, 1/20/06, 9/25/08, 9/30/08, & 12/27/10 (1)

BIRCH & BROAD (formerly known as Falls Plaza) (Virginia) 1,798 1,270 20,876 1,819 22,125 23,944 9,741 1960/1962 9/30/67 & 10/05/72 (1)

BRICK PLAZA (New Jersey) — 24,715 79,632 4,094 100,253 104,347 60,075 1958 12/28/1989 (1)

1 unchanged sentence

BROOK 35 (New Jersey) 11,345 7,128 38,355 4,722 7,128 43,077 50,205 11,296 1986/2004 1/1/2014 (1)

CAMELBACK COLONNADE (Arizona) 52,658 126,646 49 52,658 126,695 179,353 2,655 1977/2019 6/14/2021 (1)

CAMPUS PLAZA (Massachusetts) 16,710 13,412 433 16,710 13,845 30,555 3,381 1970 1/13/2016 (1)

1 unchanged sentence

2008 8/25/06, 1/30/07, & 7/16/08 (1)

COCOWALK (Florida) 34,406 72,123 73,504 50,838 129,195 180,033 12,333 1990/1994, 1922-1973, 2018-2019 5/4/15, 7/1/15, 12/16/15, 7/26/16, 6/30/17, & 8/10/17 (1)

COLORADO BLVD (California) 2,415 3,964 6,905 2,415 10,869 13,284 9,397 1905-1988 8/14/98 (1)

CHESTERBROOK (Virginia) 13,042 24,725 509 13,042 25,234 38,276 594 1967/1991 4/30/21 (1)

FEDERAL REALTY INVESTMENT TRUST

13 unchanged sentences

Improvements Total

COCOWALK (Florida) 32,513 71,536 87,188 48,944 142,293 191,237 16,485 1990/1994, 1922-1973, 2018-2021 5/4/15, 7/1/15, 12/16/15, 7/26/16, 6/30/17, & 8/10/17 (1)

COLORADO BLVD (California) 2,415 3,964 7,109 2,415 11,073 13,488 9,715 1905-1988 8/14/98 (1)

CONGRESSIONAL PLAZA (Maryland) 2,793 7,424 97,556 2,793 104,980 107,773 63,539 1965/2003/2016 4/1/1965 (1)

3 unchanged sentences

1998/2006 12/29/05 & 2/28/07 (1)

DARIEN COMMONS (Connecticut) 30,368 19,523 48,601 30,368 68,124 98,492 3,561 1920-2009 4/3/13 & 7/20/18 (1)

DEDHAM PLAZA (Massachusetts) 16,658 13,964 17,152 16,658 31,116 47,774 19,358 1959 12/31/93, 12/14/16, 1/29/19, & 3/12/19 (1)

4 unchanged sentences

FAIRFAX JUNCTION (Virgina) 16,768 23,825 1,216 16,768 25,041 41,809 2,724 1981/1986/ 2000 2/8/19 & 1/10/20 (1)

FALLS PLAZA (Virginia) 1,798 1,270 13,044 1,819 14,293 16,112 9,477 1960/1962 9/30/67 & 10/05/72 (1)

FEDERAL PLAZA (Maryland) 10,216 17,895 43,788 10,216 61,683 71,899 50,473 1970 6/29/1989 (1)

3 unchanged sentences

FREEDOM PLAZA (California) — 3,255 40,620 — 43,875 43,875 1,820 2018-2020 6/15/2018 (1)

FRESH MEADOWS (New York) 24,625 25,255 43,873 24,633 69,120 93,753 46,378 1946-1949 12/5/1997 (1)

FRIENDSHIP CENTER (District of Columbia) 12,696 20,803 4,719 12,696 25,522 38,218 14,998 1998 9/21/2001 (1)

GAITHERSBURG SQUARE (Maryland) 7,701 5,271 16,697 5,973 23,696 29,669 19,442 1966 4/22/1993 (1)

GARDEN MARKET (Illinois) 2,677 4,829 7,370 2,677 12,199 14,876 9,241 1958 7/28/1994 (1)

FEDERAL REALTY INVESTMENT TRUST

13 unchanged sentences

Improvements Total

FRESH MEADOWS (New York) 24,625 25,255 44,201 24,633 69,448 94,081 48,793 1946-1949 12/5/1997 (1)

FRIENDSHIP CENTER (District of Columbia) 12,696 20,803 2,966 12,696 23,769 36,465 14,158 1998 9/21/2001 (1)

GAITHERSBURG SQUARE (Maryland) 7,701 5,271 23,999 5,973 30,998 36,971 19,397 1966 4/22/1993 (1)

GARDEN MARKET (Illinois) 2,677 4,829 7,305 2,677 12,134 14,811 9,636 1958 7/28/1994 (1)

GEORGETOWNE SHOPPING CENTER (New York) 32,202 49,586 2,728 32,202 52,314 84,516 3,841 1969/2006/ 2015 11/15/19 (1)

4 unchanged sentences

GREENWICH AVENUE (Connecticut) 7,484 5,445 10,819 7,484 16,264 23,748 6,120 1968 4/12/1995 (1)

GROSSMONT CENTER (California) 125,434 50,311 173 125,434 50,484 175,918 2,093 1961, 1963, 1982-1983, 2002 6/1/2021 (1)

HASTINGS RANCH PLAZA (California) 2,257 22,393 1,055 2,257 23,448 25,705 3,812 1958, 1984, 2006, 2007 2/1/2017 (1)

HAUPPAUGE (New York) 8,791 15,262 9,789 8,420 25,422 33,842 14,452 1963 8/6/1998 (1)

HILTON VILLAGE (Arizona) — 40,079 28 — 40,107 40,107 772 1982/1989 6/14/21 (1)

HOBOKEN (New Jersey) 104,704 47,460 167,835 1,075 47,462 168,908 216,370 11,389 1887-2006 9/18/19, 11/26/19, 12/19/19, & 2/12/20 (1)

5 unchanged sentences

LANCASTER (Pennsylvania) — 2,103 6,291 432 7,962 8,394 6,230 1958 4/24/1980 (1)

LANGHORNE SQUARE (Pennsylvania) 720 2,974 18,968 720 21,942 22,662 17,239 1966 1/31/1985 (1)

LAUREL (Maryland) 7,458 22,525 30,662 7,503 53,142 60,645 42,119 1956 8/15/1986 (1)

LAWRENCE PARK (Pennsylvania) 6,150 8,491 26,556 6,161 35,036 41,197 23,922 1972 7/23/1980 & 4/3/17 (1)

LEESBURG PLAZA (Virginia) 8,184 10,722 18,416 8,184 29,138 37,322 16,976 1967 9/15/1998 (1)

LINDEN SQUARE (Massachusetts) 79,382 19,247 51,727 79,346 71,010 150,356 29,105 1960-2008 8/24/2006 (1)

MELVILLE MALL (New York) 35,622 32,882 35,161 35,622 68,043 103,665 19,630 1974 10/16/2006 (1)

FEDERAL REALTY INVESTMENT TRUST

13 unchanged sentences

Improvements Total

LANGHORNE SQUARE (Pennsylvania) 720 2,974 20,100 720 23,074 23,794 17,855 1966 1/31/1985 (1)

LAUREL (Maryland) 7,458 22,525 30,379 7,503 52,859 60,362 42,998 1956 8/15/1986 (1)

LAWRENCE PARK (Pennsylvania) 6,150 8,491 36,084 6,161 44,564 50,725 24,724 1972 7/23/1980 & 4/3/17 (1)

LINDEN SQUARE (Massachusetts) 79,382 19,247 52,762 79,346 72,045 151,391 31,683 1960-2008 8/24/2006 (1)

MELVILLE MALL (New York) 35,622 32,882 36,295 35,622 69,177 104,799 22,365 1974 10/16/2006 (1)

MERCER MALL (New Jersey) 5,917 18,358 49,175 5,869 67,581 73,450 37,855 1975 10/14/03 & 1/31/17 (1)

14 unchanged sentences

PLAZA DEL SOL (California) 5,605 12,331 ( 55 ) 5,605 12,276 17,881 1,882 2009 8/2/2017 (1)

PLAZA EL SEGUNDO/THE POINT (California) 124,429 62,127 153,556 81,203 64,788 232,098 296,886 61,152 2006/2007/ 2016 12/30/11, 6/14/13, 7/26/13, & 12/27/13 (1)

QUEEN ANNE PLAZA (Massachusetts) 3,319 8,457 6,654 3,319 15,111 18,430 10,991 1967 12/23/1994 (1)

QUINCE ORCHARD (Maryland) 3,197 7,949 29,958 2,928 38,176 41,104 24,574 1975 4/22/1993 (1)

RIVERPOINT CENTER (Illinois) 15,422 104,572 1,930 15,422 106,502 121,924 12,907 1989, 2012 3/31/2017 (1)

FEDERAL REALTY INVESTMENT TRUST

13 unchanged sentences

Improvements Total

PLAZA EL SEGUNDO/THE POINT (California) 124,521 62,127 153,556 84,287 64,788 235,182 299,970 68,627 2006/2007/ 2016 12/30/11, 6/14/13, 7/26/13, & 12/27/13 (1)

QUEEN ANNE PLAZA (Massachusetts) 3,319 8,457 6,827 3,319 15,284 18,603 11,427 1967 12/23/1994 (1)

QUINCE ORCHARD (Maryland) 3,197 7,949 29,995 2,928 38,213 41,141 25,984 1975 4/22/1993 (1)

RIVERPOINT CENTER (Illinois) 15,422 104,572 1,609 15,422 106,181 121,603 16,197 1989, 2012 3/31/2017 (1)

ROCKVILLE TOWN SQUARE (Maryland) — 8,092 36,927 — 45,019 45,019 20,165 2005 - 2007 2006 - 2007 (1)

3 unchanged sentences

SANTANA ROW (California) 66,682 7,502 1,172,412 57,592 1,189,004 1,246,596 268,804 1999-2006, 2009, 2011, 2014, 2016-2021 3/5/97, 7/13/12, 9/6/12, 4/30/13 & 9/23/13 (1)

SAUGUS PLAZA (Massachusetts) 4,383 8,291 4,580 4,383 12,871 17,254 8,135 1976 10/1/1996 (1)

SYLMAR TOWNE CENTER (California) 18,522 24,637 2,964 18,522 27,601 46,123 3,936 1973 8/2/2017 (1)

THE AVENUE AT WHITE MARSH (Maryland) 20,682 72,432 30,635 20,685 103,064 123,749 45,759 1997 3/8/2007 (1)

THE COMMONS AT DARIEN (Connecticut) 30,368 19,523 26,037 30,368 45,560 75,928 5,051 1920-2009 4/3/13 & 7/20/18 (1)

THE GROVE AT SHREWSBURY (New Jersey) 43,070 18,016 103,115 7,759 18,021 110,869 128,890 28,225 1988/1993/ 2007 1/1/2014 & 10/6/14 (1)

5 unchanged sentences

TOWSON RESIDENTIAL (FLATS @703) (Maryland) 2,328 — 20,092 2,328 20,092 22,420 2,703 2016-2017 3/8/2007 (1)

TROY HILLS (New Jersey) 3,126 5,193 32,700 5,865 35,154 41,019 24,180 1966 7/23/1980 (1)

TYSON'S STATION (Virginia) 388 453 4,891 493 5,239 5,732 4,046 1954 1/17/1978 (1)

VILLAGE AT SHIRLINGTON (Virginia) 9,761 14,808 39,325 4,234 59,660 63,894 32,191 1940, 2006-2009 12/21/1995 (1)

FEDERAL REALTY INVESTMENT TRUST

13 unchanged sentences

Improvements Total

TROY HILLS (New Jersey) 3,126 5,193 32,847 5,865 35,301 41,166 25,111 1966 7/23/1980 (1)

TWINBROOKE SHOPPING CENTRE (Virginia) 16,484 18,898 57 16,484 18,955 35,439 263 1977 9/2/2021 (1)

TYSON'S STATION (Virginia) 388 453 5,241 493 5,589 6,082 4,238 1954 1/17/1978 (1)

VILLAGE AT SHIRLINGTON (Virginia) 9,761 14,808 39,526 4,234 59,861 64,095 33,277 1940, 2006-2009 12/21/1995 (1)

WESTGATE CENTER (California) 6,319 107,284 44,549 6,319 151,833 158,152 72,593 1960-1966 3/31/2004 (1)

13 unchanged sentences

Balance, December 31, 2018 $ 7,819,472

January 1, 2019 adoption of new accounting standard - See Note 2 ( 71,859 )

Additions during period

3 unchanged sentences

Balance, December 31, 2019 8,298,132

January 1, 2019 adoption of new accounting standard - See Note 2 ( 71,859 )

Additions during period

1 unchanged sentence

Improvements 473,679

Deduction during period—dispositions and retirements of property ( 201,105 )

Deductions during period

Impairment of property ( 68,484 )

Dispositions and retirements of property ( 159,897 )

Balance, December 31, 2020 8,582,870

2 unchanged sentences

Improvements 424,521

Deductions during period

Impairment of property ( 68,484 )

Dispositions and retirement of property ( 159,897 )

Deduction during period—dispositions and retirements of property ( 104,679 )

Balance, December 31, 2021 (1) $ 9,422,062

7 unchanged sentences

Balance, December 31, 2018 $ 2,059,143

Additions during period—depreciation and amortization expense 215,969

Deductions during period—dispositions and retirements of property ( 33,370 )

Balance, December 31, 2018 2,059,143

January 1, 2019 adoption of new accounting standard - See Note 2 ( 18,173 )

7 unchanged sentences

Balance, December 31, 2020 2,357,692

Additions during period—depreciation and amortization expense 246,338

Deductions during period -dispositions and retirements of property ( 72,935 )

Balance, December 31, 2021 $ 2,531,095

FEDERAL REALTY INVESTMENT TRUST

7 unchanged sentences

of Mortgages(1) Principal

retail buildings in Philadelphia, PA 8% or 10%

participation May 2021 Interest only

balloon payment due at maturity $ — $ 21,872 $ 21,082 (2) $ 21,082 (3)

Mortgage on retail buildings in Philadelphia, PA 10% plus participation May 2021 Interest only monthly;

balloon payment due

at maturity — 9,250 9,250 9,250 (3)

Second mortgage on a retail shopping center in Rockville, MD 11.5 % February 2026 Interest only monthly;

4 unchanged sentences

at maturity 58,750 (2) 4,500 4,433 —

Second mortgage on a retail shopping center in Baltimore, MD 7.0 % October 2031 Principal and interest monthly;

balloon payment due at maturity 4,990 (3) 600 35 —

$ 63,740 $ 10,175 $ 9,543 $ —

_____________________

(1) For Federal tax purposes, the aggregate tax basis is approximately $ 40.7 million as of December 31, 2020.

Upon the adoption of ASU 2016-13, we recorded expected losses related to these loans, and are required to do so going forward.

(1) The amounts are net of any expected losses in accordance with ASU 2016-13.

See note 2 to the consolidated financial statements.

(2) This mortgage is available for up to $ 25.0 million.

(3) The borrower was notified in October 2020 that these mortgages were in default.

No interest payments were made from April through July, and partial payments from August through December 31, 2020.

For Federal tax purposes, the aggregate tax basis is approximately $ 10.2 million as of December 31, 2021.

(2) These mortgages are both subordinate to a first mortgage of $ 58.8 million in total.

1 unchanged sentence

Accordingly, the amount of the prior lien at December 31, 2021 is estimated.

(3) This mortgage is subordinate to a first mortgage of $ 5.0 million.

We do not hold the first mortgage loan on this property.

Accordingly, the amount of the prior lien at December 31, 2021 is estimated.

FEDERAL REALTY INVESTMENT TRUST

9 unchanged sentences

Balance, December 31, 2020 39,892

Additions during period:

Issuance of loans 600

Deductions during period:

Collection and satisfaction of loans ( 30,339 )

Valuation adjustments ( 610 )

Balance, December 31, 2021 $ 9,543

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 9A. Controls and Procedures