KITE REALTY GROUP TRUST 10-K

ITEM 9A. CONTROLS AND PROCEDURES Kite Realty Group Trust Evaluation of Disclosure Controls and Procedures An evaluation was performed under the supervision and with the participation of the Parent Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Parent Company’s Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective. Management Report on Internal Control Over Financial Reporting The Parent Company is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision of and with the participation of the Parent Company’s management, including its Chief Executive Officer and Chief Financial Officer, the Parent Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the 2013 framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control – Integrated Framework, the Parent Company’s management has concluded that its internal control over financial reporting was effective as of December 31, 2021. The SEC permits companies to exclude certain acquisitions from their assessments of internal control over financial reporting during the first year of an acquisition while integrating the acquired company. Accordingly, due to the fourth quarter closing date of the Merger, management’s assessment of the effectiveness of the Parent Company’s internal control over financial reporting excluded the operations of the RPAI portfolio, which was acquired by the Parent Company, through the Operating Partnership, on October 22, 2021. On that date, RPAI and its related entities became wholly owned subsidiaries of the Parent Company with total assets of $5.0 billion and total revenues of $94.9 million included in the Parent Company’s consolidated financial statements as of and for the year ended December 31, 2021. 51 The Parent Company’s independent auditors, KPMG LLP, an independent registered public accounting firm, have issued a report on its internal control over financial reporting as stated in their report which is included herein. There was no change to the Parent Company’s internal control over financial reporting during the fourth quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting. The Parent Company’s internal control system was designed to provide reasonable assurance to our management and Board of Trustees regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Kite Realty Group, L.P. Evaluation of Disclosure Controls and Procedures An evaluation was performed under the supervision and with the participation of the Operating Partnership’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Operating Partnership’s Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective. Management Report on Internal Control Over Financial Reporting The Operating Partnership is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision of and with the participation of the Operating Partnership’s management, including its Chief Executive Officer and Chief Financial Officer, the Operating Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting based on the 2013 framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control – Integrated Framework, the Operating Partnership’s management has concluded that its internal control over financial reporting was effective as of December 31, 2021. The SEC permits companies to exclude certain acquisitions from their assessments of internal control over financial reporting during the first year of an acquisition while integrating the acquired company. Accordingly, due to the fourth quarter closing date of the Merger, management’s assessment of the effectiveness of the Operating Partnership’s internal control over financial reporting excluded the operations of the RPAI portfolio, which was acquired by the Operating Partnership on October 22, 2021. On that date, RPAI and its related entities became wholly owned subsidiaries of the Operating Partnership with total assets of $5.0 billion and total revenues of $94.9 million included in the Operating Partnership’s consolidated financial statements as of and for the year ended December 31, 2021. The Operating Partnership’s independent auditors, KPMG LLP, an independent registered public accounting firm, have issued a report on its internal control over financial reporting as stated in their report which is included herein. There was no change to the Operating Partnership’s internal control over financial reporting during the fourth quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting. The Operating Partnership’s internal control system was designed to provide reasonable assurance to our management and Board of Trustees regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 52 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Trustees of Kite Realty Group Trust: Opinion on Internal Control Over Financial Reporting We have audited Kite Realty Group Trust and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income, shareholders’ equity, and cash flows for each of the years then ended, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 28, 2022 expressed an unqualified opinion on those consolidated financial statements. The Company acquired Retail Properties of America, Inc. during 2021, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, Retail Properties of America, Inc.’s internal control over financial reporting associated with total assets of $5.0 billion and total revenues of $94.9 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2021. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Retail Properties of America, Inc. Basis for Opinion The Company’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 Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 53 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Indianapolis, Indiana February 28, 2022 54 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners of Kite Realty Group, L.P. and subsidiaries and Board of Trustees of Kite Realty Group Trust: Opinion on Internal Control Over Financial Reporting We have audited Kite Realty Group, L.P. and subsidiaries’ (the Partnership) internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income, partner’s equity, and cash flows for the years then ended, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 28, 2022 expressed an unqualified opinion on those consolidated financial statements. The Partnership acquired Retail Properties of America, Inc. during 2021, and management excluded from its assessment of the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2021, Retail Properties of America, Inc.’s internal control over financial reporting associated with total assets of $5.0 billion and total revenues of $94.9 million included in the consolidated financial statements of the Partnership as of and for the year ended December 31, 2021. Our audit of internal control over financial reporting of the Partnership also excluded an evaluation of the internal control over financial reporting of Retail Properties of America, Inc. Basis for Opinion The Partnership’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 Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 55 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Indianapolis, Indiana February 28, 2022 56 ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item is hereby incorporated by reference to the material appearing in our 2022 Annual Meeting Proxy Statement (the “Proxy Statement”), which we intend to file within 120 days after our fiscal year-end in accordance with Regulation 14A. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is hereby incorporated by reference to the material appearing in our Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The information required by this Item is hereby incorporated by reference to the material appearing in our Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by this Item is hereby incorporated by reference to the material appearing in our Proxy Statement. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item is hereby incorporated by reference to the material appearing in our Proxy Statement. 57 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Documents filed as part of this report: (1) Financial Statements: Consolidated financial statements for the Company listed on the index immediately preceding the financial statements at the end of this report. (2) Financial Statement Schedule: Financial statement schedule for the Company listed on the index immediately preceding the financial statements at the end of this report. (3) Exhibits: The Company files as part of this report the exhibits listed on the Exhibit Index. (b) Exhibits: The Company files as part of this report the exhibits listed on the Exhibit Index. Other financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. (c) Financial Statement Schedule: The Company files as part of this report the financial statement schedule listed on the index immediately preceding the financial statements at the end of this report. 58 EXHIBIT INDEX Exhibit No. Description Location 2.1 Agreement and Plan of Merger by and among Kite Realty Group Trust, KRG Magellan, LLC and Inland Diversified Real Estate Trust, Inc., dated February 9, 2014 Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on February 11, 2014 2.2 Agreement and Plan of Merger, dated as of July 18, 2021, by and among Kite Realty Group Trust, KRG Oak, LLC, and Retail Properties of America, Inc. Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on July 19, 2021 3.1 Articles of Amendment and Restatement of Declaration of Trust of the Kite Realty Group Trust, as supplemented and amended Filed herewith 3.2 Second Amended and Restated Bylaws of the Company, as amended Filed herewith 3.3 Certificate of Limited Partnership of Kite Realty Group, L.P. Incorporated by reference to Exhibit 3.7 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 22, 2021 4.1 Form of Common Share Certificate Incorporated by reference to Exhibit 4.1 to Kite Realty Group Trust’s registration statement on Form S-11 (File No. 333-114224) declared effective by the SEC on August 10, 2004 4.2 Indenture, dated September 26, 2016, between Kite Realty Group, L.P., as issuer, and U.S. Bank National Association, as trustee Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on September 27, 2016 4.3 First Supplemental Indenture, dated September 26, 2016, among Kite Realty Group, L.P., Kite Realty Group Trust, as possible future guarantor, and U.S. Bank National Association Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on September 27, 2016 4.4 Form of Global Note representing the Notes Incorporated by reference to Exhibits 4.2 and 4.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on September 27, 2016 4.5 Indenture, dated as of March 22, 2021, among Kite Realty Group, L.P., as issuer, Kite Realty Group Trust, as REIT, and U.S. Bank National Association, as trustee Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 22, 2021 4.6 Form of Global Note representing the 0.75% Exchangeable Senior Notes due 2027 (included in Exhibit 4.5) Incorporated by reference to Exhibit 4.1 and 4.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 22, 2021 4.7 Indenture, dated March 12, 2015, by and between Retail Properties of America, Inc. as Issuer and U.S. Bank National Association as Trustee Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on March 12, 2015 4.8 First Supplemental Indenture, dated March 12, 2015, by and between Retail Properties of America, Inc. as Issuer and U.S. Bank National Association as Trustee Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on March 12, 2015 4.9 Second Supplemental Indenture, dated July 21, 2020, by and between Retail Properties of America, Inc. as Issuer and U.S. Bank National Association as Trustee Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on July 21, 2020 4.10 Third Supplemental Indenture, dated August 25, 2020, by and between Retail Properties of America, Inc. as Issuer and U.S. Bank National Association as Trustee Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on August 25, 2020 59 4.11 Fourth Supplemental Indenture, dated as of October 22, 2021, between Kite Realty Group, L.P., as successor company, and U.S. Bank National Association, as trustee Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 4.12 Description of Registrant's Securities Filed herewith 10.1 Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P., dated as of August 16, 2004 Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004 10.2 Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P., dated as of December 7, 2010 Incorporate by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on December 13, 2010 10.3 Amendment No. 2 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 12, 2012 10.4 Amendment No. 3 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on July 29, 2014 10.5 Amendment No. 4 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 5, 2019 10.6 Amendment No. 5 to Amended and Restated Agreement of Limited Partnership of Kite Realty Group, L.P. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 26, 2019 10.7 Executive Employment Agreement, dated as of December 29, 2020, by and between the Company and John A. Kite* Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on December 31, 2020 10.8 Executive Employment Agreement, dated as of December 29, 2020, by and between the Company and Thomas K. McGowan* Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on December 31, 2020 10.9 Executive Employment Agreement, dated as of December 29, 2020, by and between the Company and Heath R. Fear* Incorporated by reference to Exhibit 10.3 the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on December 31, 2020 10.10 Executive Employment Agreement, dated as of August 6, 2014, by and between the Company and Scott E. Murray* Incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q of Kite Realty Group Trust filed with the SEC on November 10, 2014 10.11 Separation Agreement, dated as of November 3, 2020, by and between the Company and Scott E. Murray* Incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 22, 2021 10.12 Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and John A. Kite* Incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004 10.13 Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and Thomas K. McGowan* Incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004 10.14 Indemnification Agreement, dated as of February 27, 2015, by and between Kite Realty Group Trust, Kite Realty Group, L.P., and Scott E. Murray* Incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 27, 2015 60 10.15 Indemnification Agreement, dated as of November 5, 2018, by and among Kite Realty Group Trust, Kite Realty Group, L.P. and Heath R. Fear* Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on November 7, 2018 10.16 Indemnification Agreement, dated as of August 16, 2004, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and William E. Bindley* Incorporated by reference to Exhibit 10.20 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004 10.17 Indemnification Agreement, dated as of March 8, 2013, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and Victor J. Coleman* Incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on March 8, 2013 10.18 Indemnification Agreement, dated as of March 7, 2014, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and Christie B. Kelly* Incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on March 7, 2014 10.19 Indemnification Agreement, dated as of March 7, 2014, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and David R. O’Reilly* Incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on March 7, 2014 10.20 Indemnification Agreement, dated as of March 7, 2014, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and Barton R. Peterson* Incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K of Kite Realty Group Trust filled with the SEC on March 7, 2014 10.21 Indemnification Agreement, dated as of February 27, 2015, by and between Kite Realty Group Trust, Kite Realty Group, L.P., and Lee A. Daniels* Incorporated by reference to Exhibit 10.24 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 27, 2015 10.22 Indemnification Agreement, dated as of February 27, 2015, by and between Kite Realty Group Trust, Kite Realty Group, L.P., and Charles H. Wurtzebach* Incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 27, 2015 10.23 Indemnification Agreement, dated as of February 16, 2021, by and between Kite Realty Group Trust, Kite Realty Group, L.P. and Caroline L. Young* Incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 22, 2021 10.24 Indemnification Agreement, dated as of March 24, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P. and Derrick Burks Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 25, 2021 10.25 Indemnification Agreement, dated as of October 22, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P. and Bonnie S. Biumi Incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.26 Indemnification Agreement, dated as of October 22, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P. and Gerald M. Gorski Incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.27 Indemnification Agreement, dated as of October 22, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P. and Steven P. Grimes Incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.28 Indemnification Agreement, dated as of October 22, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P. and Peter L. Lynch Incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.29 Kite Realty Group Trust 2008 Employee Share Purchase Plan* Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 12, 2008 61 10.30 Registration Rights Agreement, dated as of August 16, 2004, by and among the Company, Alvin E. Kite, Jr., John A. Kite, Paul W. Kite, Thomas K. McGowan, Daniel R. Sink, George F. McMannis, Mark Jenkins, C. Kenneth Kite, David Grieve and KMI Holdings, LLC Incorporated by reference to Exhibit 10.32 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004 10.31 Amendment No. 1 to Registration Rights Agreement, dated August 29, 2005, by and among the Company and the other parties listed on the signature page thereto Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Kite Realty Group Trust filed with the SEC on November 14, 2005 10.32 Registration Rights Agreement, dated as of March 22, 2021, by and among Kite Realty Group Trust, Kite Realty Group, L.P. and the initial purchasers party thereto Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 22, 2021 10.33 Tax Protection Agreement, dated August 16, 2004, by and among the Company, Kite Realty Group, L.P., Alvin E. Kite, Jr., John A. Kite, Paul W. Kite, Thomas K. McGowan and C. Kenneth Kite Incorporated by reference to Exhibit 10.33 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 20, 2004 10.34 Form of 2014 Outperformance LTIP Unit Award Agreement * Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on July 29, 2014 10.35 Form of 2016 Outperformance Plan LTIP Unit Agreement* Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on February 3, 2016 10.36 Kite Realty Group Trust 2013 Equity Incentive Plan, as amended and restated as of February 28, 2019 * Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 17, 2019 10.37 Form of Nonqualified Share Option Agreement under 2013 Equity Incentive Plan* Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 14, 2013 10.38 Form of Restricted Share Agreement under 2013 Equity Incentive Plan* Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 14, 2013 10.39 Retail Properties of America, Inc. Amended and Restated 2014 Long-Term Equity Compensation Plan Incorporated by reference to Exhibit 10.1 of the Registration on Form S-8 of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.40 Kite Realty Group Trust Trustee Deferred Compensation Plan* Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Kite Realty Group Trust filed with the SEC on August 9, 2006 10.41 Form of Performance Share Unit Agreement under 2013 Equity Incentive Plan* Incorporated by reference to Exhibit 10.38 of the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 27, 2017 10.42 Form of Performance Restricted Share Agreement under 2013 Equity Incentive Plan* Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on November 7, 2018 10.43 Form of Appreciation Only LTIP Unit Agreement* Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 5, 2019 10.44 Form of LTIP Unit Agreement* Incorporated by reference to Exhibit 10.46 to the Annual Report on Form 10-K of Kite Realty Group Trust filed with the SEC on February 22, 2021 62 10.45 Term Loan Agreement, dated as of April 30, 2012, by and among the Operating Partnership, the Company, KeyBank National Association, as Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, the Huntington National Bank, as Documentation Agent, Keybanc Capital Markets and Wells Fargo Securities, LLC, as Joint Bookrunners and Joint Lead Arrangers, and the other lenders Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 4, 2012 10.46 First Amendment to Term Loan Agreement, dated as of February 26, 2013, by and among the Operating Partnership, the Company, certain subsidiaries of the Operating Partnership party thereto, KeyBank National Association, as a lender and as Administrative Agent, and the other lenders party thereto Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on March 4, 2013 10.47 Second Amendment to Term Loan Agreement, dated as of August 21, 2013, by and among the Operating Partnership, the Company, certain subsidiaries of the Operating Partnership party thereto, KeyBank National Association, as a lender and as Administrative Agent, and the other lenders party thereto Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on August 27, 2013 10.48 Guaranty, dated as of April 30, 2012, by the Company and certain subsidiaries of the Operating Partnership party thereto Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on May 4, 2012 10.49 Term Loan Agreement, dated as of October 25, 2018, by and among Kite Realty Group, L.P., KeyBank National Association, as Administrative Agent, and the other lenders party thereto Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 26, 2018 10.50 Springing Guaranty, dated as of October 25, 2018, by Kite Realty Group Trust Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 26, 2018 10.51 Note Purchase Agreement, dated as of August 28, 2015, by and among Kite Realty Group, L.P., and the other parties named therein as Purchasers Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on September 3, 2015 10.52 Sixth Amended and Restated Credit Agreement, dated as of July 8, 2021, by and among Retail Properties of America, Inc. as Borrower and KeyBank National Association as Administrative Agent, Wells Fargo Securities, LLC and KeyBanc Capital Markets Inc. as Joint Book Managers, Wells Fargo Bank, National Association as Syndication Agent, Capital One, National Association, PNC Capital Markets LLC, Regions Capital Markets, and TD Bank, N.A. as Joint Lead Arrangers, each of Capital One, National Association, PNC Bank, National Association, Regions Bank, TD Bank, N.A., U.S. Bank National Association, Bank of America, N.A., Citibank, N.A., and The Bank of Nova Scotia as Documentation Agents, and certain lenders from time to time parties hereto, as Lenders Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Retail Properties of America, Inc. filed with the SEC on August 4, 2021. 10.53 First Amendment to Sixth Amended and Restated Credit Agreement, dated as of October 22, 2021, by and among Kite Realty Group, L.P., KeyBank National Association, as administrative agent, and the lenders party thereto Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.54 Springing Guaranty, dated as of October 22, 2021, by Kite Realty Group Trust Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.55 Term Loan Agreement, dated as of July 17, 2019, by and among Retail Properties of America, Inc., as borrower, and KeyBank National Association, as administrative agent, KeyBanc Capital Markets Inc., as book runner, KeyBanc Capital Markets Inc., Branch Banking and Trust Company, PNC Capital Markets LLC, TD Bank and Wells Fargo Bank, National Association, as joint lead arrangers, Branch Banking and Trust Company, PNC Bank, National Association, TD Bank and Wells Fargo Bank, National Association, as co-syndication agents, and the initial lenders named therein Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on July 23, 2019 63 10.56 First Amendment to Term Loan Agreement, dated as of May 4, 2020, by and among Retail Properties of America, Inc. as Borrower and KeyBank National Association as Administrative Agent and certain lenders from time to time parties thereto, as Lenders Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Retail Properties of America, Inc. filed with the SEC on May 6, 2020 10.57 Second Amendment to Term Loan Agreement, dated as of July 19, 2021, by and among Retail Properties of America, Inc. as Borrower and KeyBank National Association as Administrative Agent and certain lenders from time to time parties thereto, as Lenders Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Retail Properties of America, Inc. filed with the SEC on August 4, 2021 10.58 Third Amendment to Term Loan Agreement, dated as of October 22, 2021, by and among Kite Realty Group, L.P., KeyBank National Association, as administrative agent, and the lenders party thereto Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.59 Springing Guaranty, dated as of October 22, 2021, by Kite Realty Group Trust Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.60 Term Loan Agreement, dated as of November 22, 2016, by and among Retail Properties of America, Inc. as Borrower and Capital One, National Association as Administrative Agent, Capital One, National Association, PNC Capital Markets LLC, TD Bank, N.A., and Regions Bank as Joint Lead Arrangers and Joint Book Managers, TD Bank, N.A. as Syndication Agent, PNC Capital Markets LLC and Regions Bank as Co-Documentation Agent, and Certain Lenders from time to time parties thereto, as Lenders Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on November 29, 2016 10.61 First Amendment to Term Loan Agreement, dated as of May 17, 2018, by and among Retail Properties of America, Inc. as Borrower and Capital One, National Association as Administrative Agent and certain lenders from time to time parties thereto, as Lenders Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Retail Properties of America, Inc. filed with the SEC on August 1, 2018 10.62 Second Amendment to Term Loan Agreement, dated as of November 20, 2018, by and among Retail Properties of America, Inc. as Borrower and Capital One, National Association as Administrative Agent and certain lenders from time to time parties thereto, as Lenders Incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K of Retail Properties of America, Inc. filed with the SEC on February 13, 2019 10.63 Third Amendment to Term Loan Agreement, dated as of May 4, 2020, by and among Retail Properties of America, Inc. as Borrower and Capital One, National Association as Administrative Agent and certain lenders from time to time parties thereto, as Lenders Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Retail Properties of America, Inc. filed with the SEC on May 6, 2020 10.64 Fourth Amendment to Term Loan Agreement, dated as of October 22, 2021, by and among Kite Realty Group, L.P., Kite Realty Group Trust, Capital One, National Association, as administrative agent, and the lenders party thereto Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.65 Springing Guaranty, dated as of October 22, 2021, by Kite Realty Group Trust Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.66 Note Purchase Agreement dated as of May 16, 2014 among the Retail Properties of America, Inc. as issuer and certain institutions as purchasers Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on May 22, 2014 10.67 Assumption Agreement with respect to the 2014 Note Purchase Agreement, dated as of October 22, 2021, by Kite Realty Group, L.P. Incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.68 Springing Guaranty with respect to the 2014 Note Purchase Agreement, dated as of October 22, 2021, by Kite Realty Group Trust Incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.69 Note Purchase Agreement dated as of September 30, 2016, among Retail Properties of America, Inc. as issuer and certain institutions as purchasers Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on October 5, 2016 64 10.70 Assumption Agreement with respect to the 2016 Note Purchase Agreement, dated as of October 22, 2021, by Kite Realty Group, L.P. Incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.71 Springing Guaranty with respect to the 2016 Note Purchase Agreement, dated as of October 22, 2021, by Kite Realty Group Trust Incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.72 Note Purchase Agreement dated as of April 5, 2019 among Retail Properties of America, Inc. as issuer and certain institutions as purchasers Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Retail Properties of America, Inc. filed with the SEC on April 9, 2019 10.73 Assumption Agreement with respect to the 2019 Note Purchase Agreement, dated as of October 22, 2021, by Kite Realty Group, L.P. Incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 10.74 Springing Guaranty with respect to the 2019 Note Purchase Agreement, dated as of October 22, 2021, by Kite Realty Group Trust Incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K of Kite Realty Group Trust filed with the SEC on October 22, 2021 21.1 List of Subsidiaries Filed herewith 23.1 Consent of Ernst & Young LLP relating to the Parent Company Filed herewith 23.2 Consent of Ernst & Young LLP relating to the Operating Partnership Filed herewith 23.3 Consent of KPMG LLP relating to the Parent Company Filed herewith 23.4 Consent of KPMG LLP relating to the Operating Partnership Filed herewith 31.1 Certification of principal executive officer of the Parent Company required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Certification of principal financial officer of the Parent Company required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.3 Certification of principal executive officer of the Operating Partnership required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.4 Certification of principal financial officer of the Operating Partnership required by Rule 13a-14(a)/15d-14(a) under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.1 Certification of Chief Executive Officer and Chief Financial Officer of the Parent Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.2 Certification of Chief Executive Officer and Chief Financial Officer of the Operating Partnership pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith 101.INS Inline XBRL Instance Document Filed herewith 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith 65 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) Filed herewith * Denotes a management contract or compensatory, plan contract or arrangement. ITEM 16. FORM 10-K SUMMARY Not applicable. 66 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. KITE REALTY GROUP TRUST (Registrant) /s/ JOHN A. KITE John A. Kite Date: February 28, 2022 Chairman and Chief Executive Officer (Principal Executive Officer) /s/ HEATH R. FEAR Heath R. Fear Date: February 28, 2022 Executive Vice President and Chief Financial Officer (Principal Financial Officer) KITE REALTY GROUP L.P. (Registrant) By: Kite Realty Group Trust, its sole general partner /s/ JOHN A. KITE John A. Kite Date: February 28, 2022 Chairman and Chief Executive Officer (Principal Executive Officer) /s/ HEATH R. FEAR Heath R. Fear Date: February 28, 2022 Executive Vice President and Chief Financial Officer (Principal Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. 67 Signature Title Date /s/ JOHN A. KITE Chairman, Chief Executive Officer, and Trustee (Principal Executive Officer) February 28, 2022 (John A. Kite) /s/ WILLIAM E. BINDLEY Trustee February 28, 2022 (William E. Bindley) /s/ BONNIE S. BIUMI Trustee February 28, 2022 (Bonnie S. Biumi) /s/ DERRICK BURKS Trustee February 28, 2022 (Derrick Burks) /s/ VICTOR J. COLEMAN Trustee February 28, 2022 (Victor J. Coleman) /s/ GERALD M. GORSKI Trustee February 28, 2022 (Gerald M. Gorski) /s/ STEVEN P. GRIMES Trustee February 28, 2022 (Steven P. Grimes) /s/ CHRISTIE B. KELLY Trustee February 28, 2022 (Christie B. Kelly) /s/ PETER L. LYNCH Trustee February 28, 2022 (Peter L. Lynch) /s/ DAVID R. O’REILLY Trustee February 28, 2022 (David R. O’Reilly) /s/ BARTON R. PETERSON Trustee February 28, 2022 (Barton R. Peterson) /s/ CHARLES H. WURTZEBACH Trustee February 28, 2022 (Charles H. Wurtzebach) /s/ CAROLINE L. YOUNG Trustee February 28, 2022 (Caroline L. Young) /s/ HEATH R. FEAR Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 28, 2022 (Heath R. Fear) /s/ DAVID E. BUELL Senior Vice President, Chief Accounting Officer February 28, 2022 (David E. Buell) 68 KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS Page Consolidated Financial Statements: Kite Realty Group Trust: Reports of Independent Registered Public Accounting Firms (PCAOB ID Nos. 238 and 42 ) F-1 Balance Sheets as of December 31, 2021 and 2020 F-7 Statements of Operations and Comprehensive Income for the Years Ended December 31, 2021, 2020 and 2019 F-8 Statements of Shareholders’ Equity for the Years Ended December 31, 2021, 2020, and 2019 F-9 Statements of Cash Flows for the Years Ended December 31, 2021, 2020, and 2019 F-10 Kite Realty Group, L.P. and subsidiaries Reports of Independent Registered Public Accounting Firms (PCAOB ID Nos. 238 and 42 ) F-3 Balance Sheets as of December 31, 2021 and 2020 F-11 Statements of Operations and Comprehensive Income for the Years Ended December 31, 2021, 2020, and 2019 F-12 Statements of Partner's Equity for the Years Ended December 31, 2021, 2020, and 2019 F-13 Statements of Cash Flows for the Years Ended December 31, 2021, 2020, and 2019 F-14 Kite Realty Group Trust and Kite Realty Group, L.P. and subsidiaries: Notes to Consolidated Financial Statements F-15 Financial Statement Schedule: Kite Realty Group Trust and Kite Realty Group, L.P. and subsidiaries: Schedule III – Consolidated Real Estate and Accumulated Depreciation F-45 Notes to Schedule III F-51 All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Trustees of Kite Realty Group Trust: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Kite Realty Group Trust and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income, shareholders’ equity, and cash flows for the years then ended, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 28, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated 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 consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Evaluation of investment properties for potential impairment As discussed in Note 2 to the consolidated financial statements, land, buildings, and improvements, net was $7,543,376 thousand as of December 31, 2021. The Company’s investment properties are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. This review for potential impairment triggering events requires certain assumptions, estimates, and significant judgment, including about the anticipated holding period for an investment property. We identified the evaluation of certain investment properties for potential impairment as a critical audit matter. Subjective and challenging auditor judgment was required to evaluate the Company’s intent and ability to hold investment properties for particular periods of time . A shortening of the anticipated holding period could indicate a potential impairment. F-1 The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process to evaluate potential impairment triggering events, including a control related to the evaluation of the holding period. We compared the holding periods assumed in the Company’s analysis to the Company’s historical holding periods for similar properties. We inquired of Company management and inspected documents, such as meeting minutes of the board of trustees and its sub-committees, and management’s capital allocation committee to evaluate the Company’s intent and ability to hold investment properties for particular periods of time. We read external communications with investors and analysts in order to identify information regarding potential sales of the Company’s investment properties. Valuation of assets and liabilities acquired in the Retail Properties of America, Inc. acquisition As discussed in Note 3 to the consolidated financial statements, on October 22, 2021, the Company completed a merger with Retail Properties of America, Inc. (“RPAI”) in a transaction accounted for as a business combination for consideration of approximately $2.8 billion. The consideration paid was allocated to the acquired assets and liabilities of each property based on their estimated fair values. We identified the evaluation of the estimated fair values of land, buildings, and above and below market lease intangible assets and liabilities acquired in the RPAI acquisition as a critical audit matter. Subjective auditor judgment was required to evaluate the Company’s land valuations and certain inputs used in the Company’s determination of the estimated fair values of certain other assets and liabilities, specifically forecasted individual property net operating income and capitalization rates that were used as inputs to the building valuations, and market rental rates and discount rates that were used as inputs to the valuation of the above and below market lease intangible assets and liabilities. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process to allocate the purchase price to the acquired assets and liabilities. This included controls related to the selection and review of the above noted inputs. We assessed the Company’s forecasts of individual property net operating income by comparing projected amounts to the Company’s budgets. We evaluated the Company’s ability to prepare accurate budgets by comparing previous budgets of net operating income for the Company’s individual properties to actual results. We involved valuation professionals with specialized skills and knowledge who assisted in: • for a selection of properties, evaluating the Company’s estimates of fair values of land by comparing the recorded values to comparable land sales using publicly available market data • for a selection of buildings, comparing the Company’s capitalization rates to available market information and industry research publications • for a sample of lease intangible assets and liabilities, comparing market rental rates and discount rates used by the Company to available market information and industry research publications. /s/ KPMG LLP We have served as the Company’s auditor since 2020. Indianapolis, Indiana February 28, 2022 F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Partners of Kite Realty Group, L.P. and subsidiaries and Board of Trustees of Kite Realty Group Trust: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Kite Realty Group, L.P. and subsidiaries (the Partnership) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income, partner’s equity, and cash flows for the years then ended, and the related notes and financial statement schedule III – Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 28, 2022 expressed an unqualified opinion on the effectiveness of the Partnership’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated 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 consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Evaluation of investment properties for potential impairment As discussed in Note 2 to the consolidated financial statements, land, buildings, and improvements, net was $7,543,376 thousand as of December 31, 2021. The Partnership’s investment properties are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. This review for potential impairment triggering events requires certain assumptions, estimates, and significant judgment, including about the anticipated holding period for an investment property. We identified the evaluation of certain investment properties for potential impairment as a critical audit matter. Subjective and challenging auditor judgment was required to evaluate the Partnership’s intent and ability to hold investment properties for particular periods of time . A shortening of the anticipated holding period could indicate a potential impairment. F-3 The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Partnership’s process to evaluate potential impairment triggering events, including a control related to the evaluation of the holding period. We compared the holding periods assumed in the Partnership’s analysis to the Partnership’s historical holding periods for similar properties. We inquired of Partnership management and inspected documents, such as meeting minutes of Kite Realty Group Trust’s (the Parent Company’s) board of trustees and its sub-committees, and management’s capital allocation committee to evaluate the Partnership’s intent and ability to hold investment properties for particular periods of time. We read external communications with investors and analysts in order to identify information regarding potential sales of the Partnership’s investment properties. Valuation of assets and liabilities acquired in the Retail Properties of America, Inc. acquisition As discussed in Note 3 to the consolidated financial statements, on October 22, 2021, the Partnership completed a merger with Retail Properties of America, Inc. (“RPAI”) in a transaction accounted for as a business combination for consideration of approximately $2.8 billion. The consideration paid was allocated to the acquired assets and liabilities of each property based on their estimated fair values. We identified the evaluation of the estimated fair values of land, buildings, and above and below market lease intangible assets and liabilities acquired in the RPAI acquisition as a critical audit matter. Subjective auditor judgment was required to evaluate the Partnership’s land valuations and certain inputs used in the Partnership’s determination of the estimated fair values of certain other assets and liabilities, specifically forecasted individual property net operating income and capitalization rates that were used as inputs to the building valuations, and market rental rates and discount rates that were used as inputs to the valuation of the above and below market lease intangible assets and liabilities. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Partnership’s process to allocate the purchase price to the acquired assets and liabilities. This included controls related to the selection and review of the above noted inputs. We assessed the Partnership’s forecasts of individual property net operating income by comparing projected amounts to the Partnership’s budgets. We evaluated the Partnership’s ability to prepare accurate budgets by comparing previous budgets of net operating income for the Partnership’s individual properties to actual results. We involved valuation professionals with specialized skills and knowledge who assisted in: • for a selection of properties, evaluating the Partnership’s estimates of fair values of land by comparing the recorded values to comparable land sales using publicly available market data • for a selection of buildings, comparing the Partnership’s capitalization rates to available market information and industry research publications • for a sample of lease intangible assets and liabilities, comparing market rental rates and discount rates used by the Partnership to available market information and industry research publications. /s/ KPMG LLP We have served as the Partnership’s auditor since 2020. Indianapolis, Indiana February 28, 2022 F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Shareholders and Board of Trustees of Kite Realty Group Trust: Opinion on the Financial Statements We have audited the accompanying consolidated statements of operations and comprehensive income, shareholders’ equity and cash flows of Kite Realty Group Trust (the Company) for the year ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations of the Company and its cash flows for the year ended December 31, 2019, in conformity with U.S. generally accepted accounting principles . Adoption of ASU No. 2016-02 As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases in 2019 due to the adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), and the related amendments. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Ernst & Young LLP We served as the Company’s auditor from 2004 to 2020. Indianapolis, Indiana February 20, 2020 F-5 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Partners of Kite Realty Group, L.P. and subsidiaries and the Board of Trustees of Kite Realty Group Trust: Opinion on the Financial Statements We have audited the accompanying consolidated statements of operations and comprehensive income, partner’s equity and cash flows of Kite Realty Group, L.P. and subsidiaries (the Partnership) for the year ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations of the Partnership and its cash flows for the year ended December 31, 2019, in conformity with U.S. generally accepted accounting principles . Adoption of ASU No. 2016-02 As discussed in Note 2 to the consolidated financial statements, the Partnership changed its method of accounting for leases in 2019 due to the adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), and the related amendments. Basis for Opinion These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Ernst & Young LLP We served as the Partnership’s auditor from 2015 to 2020. Indianapolis, Indiana February 20, 2020 F-6 KITE REALTY GROUP TRUST Consolidated Balance Sheets ($ in thousands, except share data) December 31, 2021 December 31, 2020 Assets: Investment properties at cost: $ 7,592,348 $ 3,143,961 Less: accumulated depreciation ( 884,809 ) ( 755,100 ) Net investment properties 6,707,539 2,388,861 Cash and cash equivalents 93,241 43,648 Tenant and other receivables, including accrued straight-line rent of $ 28,071 and $ 24,783 , respectively 68,444 57,154 Restricted cash and escrow deposits 7,122 2,938 Deferred costs, net 541,518 63,171 Short-term deposits 125,000 — Prepaid and other assets 84,826 39,975 Investments in unconsolidated subsidiaries 11,885 12,792 Total assets $ 7,639,575 $ 2,608,539 Liabilities and Shareholders' Equity: Mortgage and other indebtedness, net $ 3,150,808 $ 1,170,794 Accounts payable and accrued expenses 184,982 77,469 Deferred revenue and other liabilities 321,419 85,649 Total liabilities 3,657,209 1,333,912 Commitments and contingencies Limited Partners’ interests in Operating Partnership and other 55,173 43,275 Equity: Kite Realty Group Trust Shareholders’ Equity: Common Shares, $ 0.01 par value, 490,000,000 and 225,000,000 shares authorized, 218,949,569 and 84,187,999 shares issued and outstanding at December 31, 2021 and 2020, respectively 2,189 842 Additional paid-in capital 4,898,673 2,085,003 Accumulated other comprehensive loss ( 15,902 ) ( 30,885 ) Accumulated deficit ( 962,913 ) ( 824,306 ) Total Kite Realty Group Trust shareholders’ equity 3,922,047 1,230,654 Noncontrolling interests 5,146 698 Total equity 3,927,193 1,231,352 Total liabilities and shareholders’ equity $ 7,639,575 $ 2,608,539 The accompanying notes are an integral part of these consolidated financial statements. F-7 KITE REALTY GROUP TRUST Consolidated Statements of Operations and Comprehensive Income ($ in thousands, except share and per share data) Year Ended December 31, 2021 2020 2019 Revenue: Rental income $ 367,399 $ 257,670 $ 308,399 Other property-related revenue 4,683 8,597 6,326 Fee income 1,242 378 448 Total revenue 373,324 266,645 315,173 Expenses: Property operating 55,561 41,012 45,575 Real estate taxes 49,530 35,867 38,777 General, administrative and other 33,984 30,840 28,214 Merger and acquisition costs 86,522 — — Depreciation and amortization 200,460 128,648 132,098 Impairment charges — — 37,723 Total expenses 426,057 236,367 282,387 Gain on sales of operating properties, net 31,209 4,733 38,971 Operating (loss) income ( 21,524 ) 35,011 71,757 Interest expense ( 60,447 ) ( 50,399 ) ( 59,268 ) Income tax benefit of taxable REIT subsidiary 310 696 282 Loss on debt extinguishment — — ( 11,572 ) Equity in loss of unconsolidated subsidiaries ( 416 ) ( 1,685 ) ( 628 ) Other income (expense), net 355 254 ( 573 ) Consolidated net loss ( 81,722 ) ( 16,123 ) ( 2 ) Net loss (income) attributable to noncontrolling interests 916 ( 100 ) ( 532 ) Net loss attributable to Kite Realty Group Trust common shareholders $ ( 80,806 ) $ ( 16,223 ) $ ( 534 ) Net loss per common share – basic & diluted $ ( 0.73 ) $ ( 0.19 ) $ ( 0.01 ) Weighted average common shares outstanding – basic 110,637,562 84,142,261 83,926,296 Weighted average common shares outstanding – diluted 110,637,562 84,142,261 83,926,296 Dividends declared per common share $ 0.68 $ 0.4495 $ 1.27 Consolidated net loss $ ( 81,722 ) $ ( 16,123 ) $ ( 2 ) Change in fair value of derivatives 15,670 ( 14,969 ) ( 13,158 ) Total comprehensive loss ( 66,052 ) ( 31,092 ) ( 13,160 ) Comprehensive loss (income) attributable to noncontrolling interests 229 367 ( 160 ) Comprehensive loss attributable to Kite Realty Group Trust $ ( 65,823 ) $ ( 30,725 ) $ ( 13,320 ) The accompanying notes are an integral part of these consolidated financial statements. F-8 KITE REALTY GROUP TRUST Consolidated Statements of Shareholders’ Equity ($ in thousands, except share data) Common Shares Additional Paid-in Capital Accumulated Other Comprehensive (Loss) Income Accumulated Deficit Total Shares Amount Balances, December 31, 2018 83,800,886 $ 838 $ 2,078,099 $ ( 3,497 ) $ ( 662,735 ) $ 1,412,705 Stock compensation activity 152,184 2 6,147 — — 6,149 Other comprehensive loss attributable to Kite Realty Group Trust — — — ( 12,786 ) — ( 12,786 ) Distributions declared to common shareholders — — — — ( 106,686 ) ( 106,686 ) Net loss attributable to Kite Realty Group Trust — — — — ( 534 ) ( 534 ) Exchange of redeemable noncontrolling interests for common shares 10,299 — 167 — — 167 Adjustment to redeemable noncontrolling interests — — ( 9,977 ) — — ( 9,977 ) Balances, December 31, 2019 83,963,369 $ 840 $ 2,074,436 $ ( 16,283 ) $ ( 769,955 ) $ 1,289,038 Stock compensation activity 206,591 $ 2 $ 5,483 $ — $ — $ 5,485 Other comprehensive loss attributable to Kite Realty Group Trust — — — ( 14,602 ) — ( 14,602 ) Distributions declared to common shareholders — — — — ( 38,128 ) ( 38,128 ) Net loss attributable to Kite Realty Group Trust — — — — ( 16,223 ) ( 16,223 ) Acquisition of partner’s noncontrolling interest in Pan Am Plaza — — ( 2,500 ) — — ( 2,500 ) Exchange of redeemable noncontrolling interests for common shares 18,039 — 187 — — 187 Adjustment to redeemable noncontrolling interests — — 7,397 — — 7,397 Balances, December 31, 2020 84,187,999 $ 842 $ 2,085,003 $ ( 30,885 ) $ ( 824,306 ) $ 1,230,654 Stock compensation activity 245,333 $ 2 $ 6,793 $ — $ — $ 6,795 Shares withheld for employee taxes ( 714,569 ) ( 7 ) ( 15,031 ) — — ( 15,038 ) Issuance of common stock – Merger 134,931,465 1,349 2,846,020 — — 2,847,369 Other comprehensive income attributable to Kite Realty Group Trust — — — 14,983 — 14,983 Distributions declared to common shareholders — — — — ( 57,801 ) ( 57,801 ) Net loss attributable to Kite Realty Group Trust — — — — ( 80,806 ) ( 80,806 ) Purchase of capped calls — — ( 9,800 ) — — ( 9,800 ) Exchange of redeemable noncontrolling interests for common shares 299,341 3 4,235 — — 4,238 Adjustment to redeemable noncontrolling interests — — ( 18,547 ) — — ( 18,547 ) Balances, December 31, 2021 218,949,569 $ 2,189 $ 4,898,673 $ ( 15,902 ) $ ( 962,913 ) $ 3,922,047 The accompanying notes are an integral part of these consolidated financial statements. F-9 KITE REALTY GROUP TRUST Consolidated Statements of Cash Flows ($ in thousands) Year Ended December 31, 2021 2020 2019 Cash flows from operating activities: Consolidated net loss $ ( 81,722 ) $ ( 16,123 ) $ ( 2 ) Adjustments to reconcile consolidated net loss to net cash provided by operating activities: Gain on sales of operating properties, net ( 31,209 ) ( 4,733 ) ( 38,971 ) Impairment charges — — 37,723 Loss on debt extinguishment — — 11,572 Straight-line rent ( 5,391 ) 3,131 ( 2,158 ) Depreciation and amortization 203,142 130,783 134,860 Compensation expense for equity awards 6,697 5,998 5,375 Amortization of debt fair value adjustments ( 2,993 ) ( 444 ) ( 1,467 ) Amortization of in-place lease liabilities ( 2,611 ) ( 3,822 ) ( 3,776 ) Changes in assets and liabilities: Tenant receivables ( 3,102 ) ( 3,062 ) 3,170 Deferred costs and other assets 6,857 ( 7,618 ) ( 6,265 ) Accounts payable, accrued expenses, deferred revenue, and other liabilities 10,683 ( 8,595 ) ( 2,099 ) Net cash provided by operating activities 100,351 95,515 137,962 Cash flows from investing activities: Cash and restricted cash acquired in the Merger 14,992 — — Acquisitions of interests in properties ( 10,445 ) ( 65,298 ) ( 58,205 ) Capital expenditures ( 57,313 ) ( 38,266 ) ( 53,278 ) Net proceeds from sales of land 54,157 9,134 — Net proceeds from sales of operating properties 26,556 13,888 529,417 Investment in short-term deposits ( 125,000 ) — — Small business loan repayments (funding) 712 ( 2,199 ) — Change in construction payables 4,413 2,442 ( 542 ) Distribution from unconsolidated joint venture 1,029 — — Capital contribution to unconsolidated joint venture ( 134 ) ( 541 ) ( 798 ) Net cash (used in) provided by investing activities ( 91,033 ) ( 80,840 ) 416,594 Cash flows from financing activities: Proceeds from issuance of common shares, net 31 72 350 Repurchases of common shares upon the vesting of restricted shares ( 15,031 ) ( 1,336 ) ( 533 ) Purchase of capped calls ( 9,800 ) — — Debt and equity issuance costs ( 8,141 ) — — Loan proceeds 215,000 325,000 75,000 Loan payments ( 77,591 ) ( 302,477 ) ( 470,515 ) Debt extinguishment costs — — ( 14,455 ) Distributions paid – common shareholders ( 57,801 ) ( 38,128 ) ( 133,258 ) Distributions paid – redeemable noncontrolling interests ( 2,208 ) ( 1,533 ) ( 3,838 ) Acquisition of partner's interest in Pan Am Plaza joint venture — ( 2,500 ) — Net cash provided by (used in) financing activities 44,459 ( 20,902 ) ( 547,249 ) Net change in cash, cash equivalents and restricted cash 53,777 ( 6,227 ) 7,307 Cash, cash equivalents, and restricted cash, beginning of period 46,586 52,813 45,506 Cash, cash equivalents, and restricted cash, end of period $ 100,363 $ 46,586 $ 52,813 Supplemental disclosures Cash paid for interest, net of capitalized interest $ 59,552 $ 50,387 $ 60,534 Non-cash investing and financing activities Exchange of redeemable noncontrolling interests for common shares $ 4,236 $ — $ — Net investment in sales-type lease $ — $ 4,665 $ — The accompanying notes are an integral part of these consolidated financial statements. F-10 KITE REALTY GROUP, L.P. AND SUBSIDIARIES Consolidated Balance Sheets ($ in thousands, except unit data) December 31, 2021 December 31, 2020 Assets: Investment properties at cost: $ 7,592,348 $ 3,143,961 Less: accumulated depreciation ( 884,809 ) ( 755,100 ) Net investment properties 6,707,539 2,388,861 Cash and cash equivalents 93,241 43,648 Tenant and other receivables, including accrued straight-line rent of $ 28,071 and $ 24,783 , respectively 68,444 57,154 Restricted cash and escrow deposits 7,122 2,938 Deferred costs, net 541,518 63,171 Short-term deposits 125,000 — Prepaid and other assets 84,826 39,975 Investments in unconsolidated subsidiaries 11,885 12,792 Total assets $ 7,639,575 $ 2,608,539 Liabilities and Equity: Mortgage and other indebtedness, net $ 3,150,808 $ 1,170,794 Accounts payable and accrued expenses 184,982 77,469 Deferred revenue and other liabilities 321,419 85,649 Total liabilities 3,657,209 1,333,912 Commitments and contingencies Limited Partners’ interests in Operating Partnership and other 55,173 43,275 Partner’s Equity: Parent Company: Common equity, 218,949,569 and 84,187,999 units issued and outstanding at December 31, 2021 and 2020, respectively 3,937,949 1,261,539 Accumulated other comprehensive loss ( 15,902 ) ( 30,885 ) Total Partners equity 3,922,047 1,230,654 Noncontrolling interests 5,146 698 Total equity 3,927,193 1,231,352 Total liabilities and equity $ 7,639,575 $ 2,608,539 The accompanying notes are an integral part of these consolidated financial statements. F-11 KITE REALTY GROUP, L.P. AND SUBSIDIARIES Consolidated Statements of Operations and Comprehensive Income ($ in thousands, except unit and per unit data) Year Ended December 31, 2021 2020 2019 Revenue: Rental income $ 367,399 $ 257,670 $ 308,399 Other property-related revenue 4,683 8,597 6,326 Fee income 1,242 378 448 Total revenue 373,324 266,645 315,173 Expenses: Property operating 55,561 41,012 45,575 Real estate taxes 49,530 35,867 38,777 General, administrative and other 33,984 30,840 28,214 Merger and acquisition costs 86,522 — — Depreciation and amortization 200,460 128,648 132,098 Impairment charges — — 37,723 Total expenses 426,057 236,367 282,387 Gain on sales of operating properties, net 31,209 4,733 38,971 Operating (loss) income ( 21,524 ) 35,011 71,757 Interest expense ( 60,447 ) ( 50,399 ) ( 59,268 ) Income tax benefit of taxable REIT subsidiary 310 696 282 Loss on debt extinguishment — — ( 11,572 ) Equity in loss of unconsolidated subsidiaries ( 416 ) ( 1,685 ) ( 628 ) Other income (expense), net 355 254 ( 573 ) Net loss ( 81,722 ) ( 16,123 ) ( 2 ) Net income attributable to noncontrolling interests ( 514 ) ( 528 ) ( 528 ) Net loss attributable to common unitholders $ ( 82,236 ) $ ( 16,651 ) $ ( 530 ) Allocation of net (loss) income: Limited Partners $ ( 1,430 ) $ ( 428 ) $ 4 Parent Company ( 80,806 ) ( 16,223 ) ( 534 ) $ ( 82,236 ) $ ( 16,651 ) $ ( 530 ) Net loss per unit – basic and diluted $ ( 0.73 ) $ ( 0.19 ) $ ( 0.01 ) Weighted average common units outstanding – basic 113,103,177 86,361,139 86,027,409 Weighted average common units outstanding – diluted 113,103,177 86,361,139 86,027,409 Distributions declared per common unit $ 0.68 $ 0.4495 $ 1.27 Consolidated net loss $ ( 81,722 ) $ ( 16,123 ) $ ( 2 ) Change in fair value of derivatives 15,670 ( 14,969 ) ( 13,158 ) Total comprehensive loss ( 66,052 ) ( 31,092 ) ( 13,160 ) Comprehensive income attributable to noncontrolling interests ( 514 ) ( 528 ) ( 528 ) Comprehensive loss attributable to common unitholders $ ( 66,566 ) $ ( 31,620 ) $ ( 13,688 ) The accompanying notes are an integral part of these consolidated financial statements. F-12 KITE REALTY GROUP, L.P. AND SUBSIDIARIES Consolidated Statements of Partner’s Equity ($ in thousands) General Partner Total Common Equity Accumulated Other Comprehensive (Loss) Income Balances, December 31, 2018 $ 1,416,202 $ ( 3,497 ) $ 1,412,705 Stock compensation activity 6,149 — 6,149 Other comprehensive loss attributable to Parent Company — ( 12,786 ) ( 12,786 ) Distributions declared to Parent Company ( 106,686 ) — ( 106,686 ) Net loss attributable to Parent Company ( 534 ) — ( 534 ) Conversion of Limited Partner Units to shares of the Parent Company 167 — 167 Adjustment to redeemable noncontrolling interests ( 9,977 ) — ( 9,977 ) Balances, December 31, 2019 $ 1,305,321 $ ( 16,283 ) $ 1,289,038 Stock compensation activity 5,485 — 5,485 Other comprehensive loss attributable to Parent Company — ( 14,602 ) ( 14,602 ) Distributions declared to Parent Company ( 38,128 ) — ( 38,128 ) Net loss attributable to Parent Company ( 16,223 ) — ( 16,223 ) Acquisition of partner’s noncontrolling interest in Pan Am Plaza ( 2,500 ) — ( 2,500 ) Conversion of Limited Partner Units to shares of the Parent Company 187 — 187 Adjustment to redeemable noncontrolling interests 7,397 — 7,397 Balances, December 31, 2020 $ 1,261,539 $ ( 30,885 ) $ 1,230,654 Stock compensation activity 6,795 — 6,795 Shares withheld for employee taxes ( 15,038 ) — ( 15,038 ) Issuance of General Partner Units to the Parent Company – Merger 2,847,369 — 2,847,369 Other comprehensive income attributable to Parent Company — 14,983 14,983 Distributions declared to Parent Company ( 57,801 ) — ( 57,801 ) Net loss attributable to Parent Company ( 80,806 ) — ( 80,806 ) Purchase of capped calls ( 9,800 ) — ( 9,800 ) Conversion of Limited Partner Units to shares of the Parent Company 4,238 — 4,238 Adjustment to redeemable noncontrolling interests ( 18,547 ) — ( 18,547 ) Balances, December 31, 2021 $ 3,937,949 $ ( 15,902 ) $ 3,922,047 The accompanying notes are an integral part of these consolidated financial statements. F-13 KITE REALTY GROUP, L.P. AND SUBSIDIARIES Consolidated Statements of Cash Flows ($ in thousands) Year Ended December 31, 2021 2020 2019 Cash flow from operating activities: Consolidated net loss $ ( 81,722 ) $ ( 16,123 ) $ ( 2 ) Adjustments to reconcile consolidated net loss to net cash provided by operating activities: Gain on sales of operating properties, net ( 31,209 ) ( 4,733 ) ( 38,971 ) Impairment charges — — 37,723 Loss on debt extinguishment — — 11,572 Straight-line rent ( 5,391 ) 3,131 ( 2,158 ) Depreciation and amortization 203,142 130,783 134,860 Compensation expense for equity awards 6,697 5,998 5,375 Amortization of debt fair value adjustments ( 2,993 ) ( 444 ) ( 1,467 ) Amortization of in-place lease liabilities ( 2,611 ) ( 3,822 ) ( 3,776 ) Changes in assets and liabilities: Tenant receivables ( 3,102 ) ( 3,062 ) 3,170 Deferred costs and other assets 6,857 ( 7,618 ) ( 6,265 ) Accounts payable, accrued expenses, deferred revenue, and other liabilities 10,683 ( 8,595 ) ( 2,099 ) Net cash provided by operating activities 100,351 95,515 137,962 Cash flow from investing activities: Cash and restricted cash acquired in the Merger 14,992 — — Acquisitions of interests in properties ( 10,445 ) ( 65,298 ) ( 58,205 ) Capital expenditures ( 57,313 ) ( 38,266 ) ( 53,278 ) Net proceeds from sales of land 54,157 9,134 — Net proceeds from sales of operating properties 26,556 13,888 529,417 Investment in short-term deposits ( 125,000 ) — — Small business loan repayments (funding) 712 ( 2,199 ) — Change in construction payables 4,413 2,442 ( 542 ) Distribution from unconsolidated joint venture 1,029 — — Capital contribution to unconsolidated joint venture ( 134 ) ( 541 ) ( 798 ) Net cash (used in) provided by investing activities ( 91,033 ) ( 80,840 ) 416,594 Cash flow from financing activities: Contributions from the General Partner 31 72 350 Repurchases of common shares upon the vesting of restricted shares ( 15,031 ) ( 1,336 ) ( 533 ) Purchase of capped calls ( 9,800 ) — — Debt and equity issuance costs ( 8,141 ) — — Loan proceeds 215,000 325,000 75,000 Loan payments ( 77,591 ) ( 302,477 ) ( 470,515 ) Debt extinguishment costs — — ( 14,455 ) Distributions paid – common unitholders ( 57,801 ) ( 38,128 ) ( 133,258 ) Distributions paid – redeemable noncontrolling interests ( 2,208 ) ( 1,533 ) ( 3,838 ) Acquisition of partner's interest in Pan Am Plaza joint venture — ( 2,500 ) — Net cash provided by (used in) financing activities 44,459 ( 20,902 ) ( 547,249 ) Net change in cash, cash equivalents and restricted cash 53,777 ( 6,227 ) 7,307 Cash, cash equivalents, and restricted cash, beginning of period 46,586 52,813 45,506 Cash, cash equivalents, and restricted cash, end of period $ 100,363 $ 46,586 $ 52,813 Supplemental disclosures Cash paid for interest, net of capitalized interest $ 59,552 $ 50,387 $ 60,534 Non-cash investing and financing activities Conversion of Limited Partner Units to shares of the Parent Company $ 4,236 $ — $ — Net investment in sales-type lease $ — $ 4,665 $ — The accompanying notes are an integral part of these consolidated financial statements. F-14 KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2021 ($ in thousands, except share, per share, unit and per unit amounts and where indicated in millions or billions.) NOTE 1. ORGANIZATION Kite Realty Group Trust (the “Parent Company”), through its majority-owned subsidiary, Kite Realty Group, L.P. (the “Operating Partnership”), owns interests in various operating subsidiaries and joint ventures engaged in the ownership, operation, acquisition, development and redevelopment of high-quality, open-air shopping centers and mixed-used assets in select markets in the United States. The terms “Company,” “we,” “us,” and “our” refer to the Parent Company and the Operating Partnership, collectively, and those entities owned or controlled by the Parent Company and/or the Operating Partnership. The Operating Partnership was formed on August 16, 2004, when the Parent Company contributed properties and the net proceeds from an initial public offering of shares of its common stock to the Operating Partnership. The Parent Company was organized in Maryland in 2004 to succeed in the development, acquisition, construction and real estate businesses of its predecessor. We believe the Company qualifies as a real estate investment trust (“REIT”) under provisions of the Internal Revenue Code of 1986, as amended. The Parent Company is the sole general partner of the Operating Partnership, and as of December 31, 2021 owned approximately 98.9 % of the common partnership interests in the Operating Partnership (“General Partner Units”). The remaining 1.1 % of the common partnership interests (“Limited Partner Units” and, together with the General Partner Units, the “Common Units”) were owned by the limited partners. As the sole general partner of the Operating Partnership, the Parent Company has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Operating Partnership. The Parent Company and the Operating Partnership are operated as one enterprise. The management of the Parent Company consists of the same members as the management of the Operating Partnership. As the sole general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have any significant assets other than its investment in the Operating Partnership. On October 22, 2021, we completed a merger with Retail Properties of America, Inc. (“RPAI”) in accordance with the Agreement and Plan of Merger dated July 18, 2021 (the “Merger Agreement”), by and among the Company, its wholly owned subsidiary KRG Oak, LLC (“Merger Sub”) and RPAI, pursuant to which RPAI merged with and into Merger Sub (the “Merger”). Immediately following the closing of the Merger, Merger Sub merged with and into the Operating Partnership so that all of the assets and liabilities of the Company continue to be held at or below Operating Partnership level. The transaction value was approximately $ 4.7 billion, including the assumption of approximately $ 1.8 billion of debt. We acquired 100 operating retail properties and five active development projects through the Merger along with multiple parcels of entitled land for future value creation. Pursuant to the terms of the Merger Agreement, each outstanding share of RPAI common stock converted into the right to receive 0.623 common shares of the Company plus cash in lieu of fractional Company shares. The aggregate value of the Merger consideration paid or payable to former holders of RPAI common stock was approximately $ 2.8 billion, excluding the value of RPAI restricted stock units that vested at closing and certain restricted share awards assumed by the Company at closing. In connection with the Merger, the Operating Partnership issued an equivalent amount of General Partner Units to the Parent Company. At December 31, 2021, we owned interests in 180 operating retail properties totaling approximately 29.0 million square feet and one office property with 0.3 million square feet. Of the 180 operating retail properties, 11 contain an office component. We also owned eight development projects under construction as of this date. Of the 180 properties, 177 are consolidated in these financial statements and the remaining three are accounted for under the equity method. At December 31, 2020, we owned interests in 90 operating and redevelopment properties totaling approximately 17.3 million square feet. We also owned two development projects under construction as of this date. Of the 90 properties, 87 are consolidated in these financial statements and the remaining three are accounted for under the equity method. NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). GAAP requires management to make estimates and assumptions that affect the reported F-15 amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period. Actual results could differ from these estimates. Components of Investment Properties The composition of the Company’s investment properties as of December 31, 2021 and 2020 were as follows: Balance at December 31, ($ in thousands) 2021 2020 Land, building and improvements $ 7,543,376 $ 3,109,122 Furniture, equipment and other 7,612 6,979 Construction in progress 41,360 27,860 Investment properties, at cost $ 7,592,348 $ 3,143,961 Consolidation and Investments in Joint Ventures The accompanying financial statements are presented on a consolidated basis and include all accounts of the Parent Company, the Operating Partnership, the taxable REIT subsidiaries (“TRSs”) of the Operating Partnership, subsidiaries of the Operating Partnership that are controlled and any variable interest entities (“VIEs”) in which the Operating Partnership is the primary beneficiary. In general, a VIE is a corporation, partnership, trust or any other legal structure used for business purposes that either (a) has equity investors that do not provide sufficient financial resources for the entity to support its activities, (b) does not have equity investors with voting rights, or (c) has equity investors whose votes are disproportionate from their economics and substantially all of the activities are conducted on behalf of the investor with disproportionately fewer voting rights. The Operating Partnership accounts for properties that are owned by joint ventures in accordance with the consolidation guidance. The Operating Partnership evaluates each joint venture and determines first whether to follow the VIE or the voting interest entity (“VOE”) model. Once the appropriate consolidation model is identified, the Operating Partnership then evaluates whether it should consolidate the joint venture. Under the VIE model, the Operating Partnership consolidates an entity when it has (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. Under the VOE model, the Operating Partnership consolidates an entity when (i) it controls the entity through ownership of a majority voting interest if the entity is not a limited partnership or (ii) it controls the entity through its ability to remove the other partners or owners in the entity, at its discretion, when the entity is a limited partnership. In determining whether to consolidate a VIE with the Operating Partnership, we consider all relationships between the Operating Partnership and the applicable VIE, including development agreements, management agreements and other contractual arrangements, in determining whether we have the power to direct the activities of the VIE that most significantly affect the VIE’s performance. As of December 31, 2021, we owned investments in three consolidated joint ventures that were VIEs in which the partners did not have substantive participating rights and we were the primary beneficiary. As of December 31, 2021, these consolidated VIEs had mortgage debt of $ 29.0 million, which were secured by assets of the VIEs totaling $ 117.0 million. The Operating Partnership guarantees the mortgage debt of these VIEs. The Operating Partnership is considered a VIE as the limited partners do not hold kick-out rights or substantive participating rights. The Parent Company consolidates the Operating Partnership as it is the primary beneficiary in accordance with the VIE model. As of December 31, 2021, the Company also owned investments in four unconsolidated joint ventures accounted for under the equity method. The investments are as follows: Three Property Retail Portfolio Joint Venture On June 29, 2018, the Company formed a joint venture involving Nuveen Real Estate, formerly known as TH Real Estate. The Company sold three properties to the joint venture valued in the aggregate at $ 99.8 million and, after considering third-party debt obtained by the venture upon formation, the Company contributed $ 10.0 million for a 20 % noncontrolling ownership interest in the venture. The Company serves as the operating member responsible for day-to-day management of the properties and receives property management and leasing fees. Both members have substantive participating rights over major decisions that impact the economics and operations of the joint venture. The Company is accounting for the joint venture under the equity method as it has the ability to exercise influence but not control over operating and financial policies. F-16 Embassy Suites at Eddy Street Commons In December 2017, we formed a joint venture with an unrelated third party to develop and own an Embassy Suites full-service hotel next to our Eddy Street Commons operating property at the University of Notre Dame. We contributed $ 1.4 million of cash to the joint venture in return for a 35 % ownership interest in the venture. The joint venture has entered into a $ 33.8 million construction loan against which $ 33.6 million was drawn as of December 31, 2021. The joint venture is not considered a VIE. The Company is accounting for the joint venture under the equity method as both members have substantive participating rights and we do not control the activities of the venture. Glendale Multifamily Joint Venture In May 2020, the Company formed a joint venture for the planned development of a multifamily project adjacent to our Glendale Town Center operating property. The Company contributed land valued at $ 1.6 million to the joint venture and retained a 12 % interest in the joint venture. The Company’s partner serves as the operating member responsible for day-to-day management. Both members have substantive participating rights over major decisions that impact the economics and operations of the joint venture. The Company is accounting for the joint venture under the equity method as it has the ability to exercise influence but not control over operating and financial policies. Buckingham Joint Venture In September 2021, the Company formed a joint venture for the planned redevelopment of The Corner into a mixed-use, multifamily and retail project. The Company contributed land valued at $ 4.0 million to the joint venture and retained a 50 % interest in the joint venture. The Company’s partner serves as the operating member responsible for day-to-day management. Both members have substantive participating rights over major decisions that impact the economics and operations of the joint venture. The Company is accounting for the joint venture under the equity method as it has the ability to exercise influence but not control over operating and financial policies. Acquisition of Real Estate Properties Upon acquisition of real estate operating properties, including those assets acquired in the Merger with RPAI, we estimate the fair value of acquired identifiable tangible assets and identified intangible assets and liabilities, assumed debt, and any noncontrolling interest in the acquiree at the date of acquisition, based on evaluation of information and estimates available at that date. Based on these estimates, we record the estimated fair value to the applicable assets and liabilities. In making estimates of fair values, a number of sources are utilized, including information obtained as a result of pre-acquisition due diligence, marketing and leasing activities. The estimates of fair value were determined to have primarily relied upon Level 2 and Level 3 inputs, as defined below. Fair value is determined for tangible assets and intangibles, including: • the fair value of the building on an as-if-vacant basis and the fair value of land determined either by comparable market data, real estate tax assessments, independent appraisals or other relevant data; • above-market and below-market in-place lease values for acquired properties, which are based on the present value (using an interest rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over the remaining non-cancelable term of the leases. Any below-market renewal options are also considered in the in-place lease values. The capitalized above-market and below-market lease values are amortized as a reduction of or addition to rental income over the term of the lease. Should a tenant vacate, terminate its lease, or otherwise notify us of its intent to do so, the unamortized portion of the lease intangibles would be charged or credited to income; • the value of having a lease in place at the acquisition date. We utilize independent and internal sources for our estimates to determine the respective in-place lease values. Our estimates of value are made using methods similar to those used by independent appraisers. Factors we consider in our analysis include an estimate of costs to execute similar leases including tenant improvements, leasing commissions and foregone costs and rent received during the estimated lease-up period as if the space was vacant. The value of in-place leases is amortized to expense over the remaining initial terms of the respective leases; and • the fair value of any assumed financing that is determined to be above or below market terms. We utilize third party and independent sources for our estimates to determine the respective fair value of each mortgage and F-17 other indebtedness, including related derivative instruments, assumed. The fair market value of each is amortized to interest expense over the remaining initial terms of the respective instrument. We also consider whether there is any value to in-place leases that have a related customer relationship intangible value. Characteristics we consider in determining these values include the nature and extent of existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality, and expectations of lease renewals, among other factors. To date, no tenant relationship has been developed that is considered to have a current intangible value. Investment Properties Capitalization and Depreciation Investment properties are recorded at cost and include costs of land acquisition, development, pre-development, construction, certain allocated overhead, tenant allowances and improvements, and interest and real estate taxes incurred during construction. Significant renovations and improvements are capitalized when they extend the useful life, increase capacity, or improve the efficiency of the asset. If a tenant vacates a space prior to the lease expiration, terminates its lease, or otherwise notifies the Company of its intent to do so, any related unamortized tenant allowances are expensed over the shortened lease period. Maintenance and repairs that do not extend the useful lives of the respective assets are reflected in property operating expense in the accompanying consolidated statements of operations and comprehensive income. Pre-development costs are incurred prior to vertical construction and for certain land held for development during the due diligence phase and include contract deposits, legal, engineering, cost of internal resources and other professional fees related to evaluating the feasibility of developing or redeveloping a shopping center or other project. These pre-development costs are capitalized and included in construction in progress in the accompanying consolidated balance sheets. If we determine that the completion of a development project is no longer probable, all previously incurred pre-development costs are immediately expensed. Land is transferred to construction in progress once construction commences on the related project. We also capitalize costs such as land acquisition, building construction, interest, real estate taxes, and the costs of personnel directly involved with the development of our properties. As a portion of a development project becomes operational, we expense a pro rata amount of related costs. Depreciation on buildings and improvements is computed using the straight-line method over estimated original useful lives ranging from 10 to 35 years. Depreciation on tenant allowances and tenant improvements is computed using the straight-line method over the term of the related lease. Depreciation on equipment and fixtures is computed using the straight-line method over five to 10 years. Depreciation may be accelerated for a redevelopment project including partial demolition of an existing structure after the asset is assessed for impairment. Impairment Management reviews operational and development projects, land parcels and intangible assets for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. This review for possible impairment requires certain assumptions, estimates, and significant judgment. Examples of situations considered to be impairment indicators for both operating properties and development projects include, but are not limited to: • a substantial decline in or continued low occupancy rate or cash flow; • expected significant declines in occupancy in the near future; • continued difficulty in leasing space; • a significant concentration of financially troubled tenants; • a reduction in anticipated holding period; • a cost accumulation or delay in project completion date significantly above and beyond the original development or redevelopment estimate; • a significant decrease in market price not in line with general market trends; and F-18 • any other quantitative or qualitative events or factors deemed significant by the Company’s management or Board of Trustees. Impairment losses for investment properties and intangible assets are measured when the undiscounted cash flows estimated to be generated by the investment properties during the expected holding period are less than the carrying amounts of those assets. The evaluation of impairment is subject to certain management assumptions including projected net operating income, anticipated hold period, expected capital expenditures and the capitalization rate used to estimate the property’s residual value. Impairment losses are recorded as the excess of the carrying value over the estimated fair value of the asset. Our impairment review for land and development properties assumes we have the intent and ability to complete the developments or projected uses for the land parcels. If we determine those plans will not be completed or our assumptions with respect to operating assets are not realized, an impairment loss may be appropriate. Assets Held for Sale Operating properties will be classified as held for sale only when those properties are available for immediate sale in their present condition and for which management believes it is probable that a sale of the property will be completed within one year, among other factors. Operating properties classified as held for sale are carried at the lower of cost or fair value less estimated costs to sell. Depreciation and amortization are suspended during the held-for-sale period. No properties qualified for held for sale accounting treatment as of December 31, 2021 and 2020. Restricted Cash and Escrow Deposits Escrow deposits consist of cash held for real estate taxes, property maintenance, insurance and other requirements at specific properties as required by lending institutions, certain municipalities or other agreements. Cash and Cash Equivalents We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. From time to time, such investments may temporarily be held in accounts that are in excess of FDIC and SIPC insurance limits; however, the Company attempts to limit its exposure at any one time. The following is a summary of our total cash, cash equivalents, and restricted cash as presented in our consolidated statements of cash flows for the years ended December 31, 2021, 2020, and 2019: (in thousands) 2021 2020 2019 Cash and cash equivalents $ 93,241 $ 43,648 $ 31,336 Restricted cash and escrow deposits 7,122 2,938 21,477 Total cash, cash equivalents, and restricted cash $ 100,363 $ 46,586 $ 52,813 Short-Term Deposits The Company has a short-term deposit held in a custody account at Bank of New York Mellon. The primary objective of management’s short-term deposit activity is to preserve capital for the purpose of funding debt maturities in 2022. The deposit balance approximates fair value and earns interest at a rate of the Federal Funds Rate plus 43 basis points with a maturity date of April 7, 2022. Interest income on the deposit is recorded within “Other income (expense), net” on the accompanying consolidated statements of operations and comprehensive income. The deposit is backed by a pool of marketable securities and a guarantee of principal by Goldman Sachs Group, Inc. Fair Value Measurements We follow the framework established under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements and Disclosures, for measuring fair value of non-financial assets and liabilities that are not required or permitted to be measured at fair value on a recurring basis but only in certain circumstances, such as a business combination or upon determination of an impairment. Assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows: • Level 1 fair value inputs are quoted prices in active markets for identical instruments to which we have access. F-19 • Level 2 fair value inputs are inputs other than quoted prices included in Level 1 that are observable for similar instruments, either directly or indirectly, and appropriately consider counterparty creditworthiness in the valuations. • Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an instrument at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. As discussed in Note 9 to the consolidated financial statements, we have determined that derivative valuations are classified in Level 2 of the fair value hierarchy. Note 8 to the consolidated financial statements includes a discussion of the estimated fair value of fixed and variable rate debt, which are estimated using Level 2 and 3 inputs. Note 3 to the consolidated financial statements includes a discussion of the fair values recorded for the assets acquired in the Merger with RPAI in 2021. Level 3 inputs to this transaction include our estimations of land, net rental rates of anchor and small shop space and capitalization rates. Note 4 to the consolidated financial statements includes a discussion of the fair values recorded when we recognized impairment charges in 2019. Level 3 inputs to these transactions include our estimations of disposal values. Cash and cash equivalents, accounts receivable, escrows and deposits, and other working capital balances approximate fair value. Derivative Financial Instruments The Company accounts for its derivative financial instruments at fair value calculated in accordance with ASC 820, Fair Value Measurements and Disclosures . Gains or losses resulting from changes in the fair values of those derivatives are accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. We use derivative instruments such as interest rate swaps or rate locks to mitigate interest rate risk on related financial instruments. Changes in the fair values of derivatives that qualify as cash flow hedges are recognized in other comprehensive income (“OCI”) while any ineffective portion of a derivative’s change in fair value is recognized immediately in earnings. Gains and losses associated with the transaction are recorded in OCI and amortized over the underlying term of the hedged transaction. For derivative contracts designated as fair value hedges, the gain or loss on the derivative is included within “Mortgage and other indebtedness, net” in the accompanying consolidated balance sheets. We include the gain or loss on the hedged item in the same account as the offsetting gain or loss on the related derivative contract. As of December 31, 2021 and 2020, all of our derivative instruments qualify for hedge accounting. Revenue Recognition As a lessor of real estate assets, the Company retains substantially all of the risks and benefits of ownership and accounts for its leases as operating leases. Contractual minimum base rent, percentage rent, and expense reimbursements from tenants for common area maintenance costs, insurance and real estate taxes are our principal sources of revenue. Base minimum rents are recognized on a straight-line basis over the terms of the respective leases. Certain lease agreements contain provisions that grant additional rents based on a tenant’s sales volume (contingent overage rent). Overage rent is recognized when tenants achieve the specified sales targets as defined in their lease agreements. Overage rent is included within “Rental income” in the accompanying consolidated statements of operations and comprehensive income for the years ended December 31, 2021, 2020 and 2019. If we determine that collectibility is probable, we recognize income from rentals based on the methodology described above. We have accounts receivable due from tenants and are subject to the risk of tenant defaults and bankruptcies that may affect the collection of outstanding receivables. These receivables are reduced for credit loss that is recognized as a reduction to rental income. We regularly evaluate the collectibility of these lease-related receivables by analyzing past due account balances and consider such facts as the credit quality of our customer, historical write-off experience and current economic trends when evaluating the collectibility of rental income. Although we estimate uncollectible receivables and provide for them through charges against income, actual experience may differ from those estimates. We recognize the sale of real estate when control transfers to the buyer. As part of our ongoing business strategy, we will, from time to time, sell properties, land parcels and outlots, some of which are ground-leased to tenants. Net gains realized on such sales were $ 0.5 million, $ 5.9 million, and $ 0.2 million for the years ended December 31, 2021, 2020, and 2019, F-20 respectively, and are classified within “Other property-related revenue” in the accompanying consolidated statements of operations and comprehensive income. Tenant and Other Receivables and Allowance for Uncollectible Accounts Tenant receivables consist primarily of billed minimum rent, accrued and billed tenant reimbursements, and accrued straight-line rent. The Company generally does not require specific collateral from its tenants other than corporate or personal guarantees. Other receivables consist primarily of amounts due from municipalities and from tenants for non-rental revenue related activities. An allowance for uncollectible accounts is maintained for estimated losses resulting from the inability of certain tenants or others to meet contractual obligations under their lease or other agreements. Accounts are written off when, in the opinion of management, the balance is uncollectible. The provision for revenues deemed uncollectible represented 0.9 %, 6.0 %, and 1.1 % of total revenues in each of the years ended December 31, 2021, 2020 and 2019, respectively. The lower percentage for the year ended December 31, 2021 was driven by the recovery of revenues previously deemed uncollectible. Concentration of Credit Risk We may be subject to concentrations of credit risk with regards to our cash and cash equivalents. We place cash and temporary cash investments with high-credit-quality financial institutions. From time to time, such cash and investments may temporarily be in excess of insurance limits. In addition, our leases with tenants potentially subject us to a concentration of credit risk related to our accounts receivable and revenue. For the year ended December 31, 2021, the Company’s revenue recognized from tenants leasing space in the states where the majority of our portfolio is concentrated, Texas, Florida, New York, Maryland, and North Carolina, were as follows: Texas 24.0 % Florida 9.9 % New York 5.8 % Maryland 5.8 % North Carolina 5.1 % Earnings Per Share Basic earnings per share or unit is calculated based on the weighted average number of common shares or units outstanding during the period. Diluted earnings per share or unit is determined based on the weighted average number of common shares or units outstanding during the period combined with the incremental average common shares or units that would have been outstanding assuming the conversion of all potentially dilutive common shares or units into common shares or units as of the earliest date possible. Potentially dilutive securities include (i) outstanding options to acquire common shares; (ii) Limited Partner Units, which may be exchanged for either cash or common shares, at the Parent Company’s option and under certain circumstances; (iii) appreciation-only Long-Term Incentive Plan (“AO LTIP”) units, and (iv) deferred common share units, which may be credited to the personal accounts of non-employee trustees in lieu of compensation paid in cash or the issuance of common shares to such trustees. Limited Partner Units have been omitted from the Parent Company’s denominator for the purpose of computing diluted earnings per share since the effect of including these amounts in the denominator would have no dilutive impact. Weighted average Limited Partner Units outstanding for the years ended December 31, 2021, 2020 and 2019 were 2.5 million, 2.2 million and 2.1 million, respectively. These potentially dilutive securities are excluded from the computation of diluted earnings per share due to the net loss position for the years ended December 31, 2021, 2020, and 2019. Segment Reporting Our primary business is the ownership and operation of high-quality, open-air shopping centers and mixed-use assets. The Company’s chief operating decision maker, which is its Chief Executive Officer, does not distinguish or group our F-21 operations on a geographical basis, or any other basis, when measuring and evaluating the financial performance of the Company’s portfolio of properties. Accordingly, we have one operating segment, which also serves as our reportable segment for disclosure purposes in accordance with GAAP, as each property has similar economic characteristics, the Company provides similar services to its tenants and the Company’s chief operating decision maker evaluates the collective performance of our properties. Income Taxes and REIT Compliance Parent Company The Parent Company has been organized and operated, and intends to continue to operate, in a manner that will enable it to maintain its qualification as a REIT for U.S. federal income tax purposes. As a result, it generally will not be subject to U.S. federal income tax on the earnings that it distributes to the extent it distributes its “REIT taxable income” (determined before the deduction for dividends paid and excluding net capital gains) to shareholders of the Parent Company and meets certain other requirements on a recurring basis. To the extent that it satisfies this distribution requirement, but distributes less than 100% of its taxable income, it will be subject to U.S. federal corporate income tax on its undistributed REIT taxable income. REITs are subject to a number of organizational and operational requirements. If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income tax on its taxable income at regular corporate rates for a period of four years following the year in which qualification is lost. We may also be subject to certain U.S. federal, state and local taxes on our income and property and to U.S. federal income and excise taxes on our undistributed taxable income even if the Parent Company does qualify as a REIT. The Operating Partnership intends to continue to make distributions to the Parent Company in amounts sufficient to assist the Parent Company in adhering to REIT requirements and maintaining its REIT status. We have elected to treat Kite Realty Holdings, LLC as a TRS of the Operating Partnership. In addition, in connection with the Merger, we assumed RPAI’s existing TRS, IWR Protective Corporation, as a TRS of the Operating Partnership and we may elect to treat other subsidiaries as TRSs in the future. This election enables us to receive income and provide services that would otherwise be impermissible for a REIT. Deferred tax assets and liabilities are established for temporary differences between the financial reporting bases and the tax bases of assets and liabilities at the tax rates expected to be in effect when the temporary differences reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits within “Interest expense” and penalties within “General, administrative and other” expenses in the accompanying consolidated statements of operations and comprehensive income. On March 27, 2020 and December 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and the Consolidated Appropriations Act, 2021 (“CAA”), respectively, were enacted into law. Among other provisions, the CARES Act and the CAA provide relief to U.S. federal corporate taxpayers through temporary adjustments to net operating loss rules, changes to limitations on interest expense deductibility, and the acceleration of available refunds for minimum tax credit carryforwards. The CARES Act and the CAA did not have a material effect on the Company’s consolidated financial statements. Our tax return for the year ended December 31, 2021 has not been filed as of the filing date of this Form 10-K of the Parent Company and the Operating Partnership. The taxability information presented for our dividends paid in 2021 is based upon management’s estimate. Consequently, the taxability of dividends is subject to change. A summary of the tax characterization of the dividends paid by the Parent Company for the years ended December 31, 2021, 2020, and 2019 is as follows: 2021 2020 2019 Ordinary income 0.0 % 89.3 % 29.7 % Return of capital 13.4 % 0.0 % 35.2 % Capital gains 86.6 % 10.7 % 35.1 % Balance, end of year 100.0 % 100.0 % 100.0 % F-22 Operating Partnership The allocated share of income and loss, other than the operations of our TRSs, is included in the income tax returns of the Operating Partnership’s partners. Accordingly, the only U.S. federal income taxes included in the accompanying consolidated financial statements are in connection with the TRSs. Noncontrolling Interests We report the non-redeemable noncontrolling interests in subsidiaries as equity, and the amount of consolidated net income attributable to these noncontrolling interests is set forth separately in the consolidated financial statements. The non-redeemable noncontrolling interests in consolidated properties for the years ended December 31, 2021, 2020, and 2019 were as follows: ($ in thousands) 2021 2020 2019 Noncontrolling interests balance at January 1, $ 698 $ 698 $ 698 Noncontrolling interests acquired in the Merger 4,463 — — Net income allocable to noncontrolling interests, excluding redeemable noncontrolling interests ( 15 ) — — Distributions to noncontrolling interests — — — Noncontrolling interests balance at December 31, $ 5,146 $ 698 $ 698 Noncontrolling Interests – Joint Venture Prior to the Merger with RPAI, RPAI entered into a joint venture related to the development, ownership and operation of the multifamily rental portion of the expansion project at One Loudoun Downtown – Pads G & H. The Company owns 90 % of the joint venture. Subsequent to the Merger, during the period ended December 31, 2021, the Company funded $ 0.4 million of the partner’s development costs related to One Loudoun Downtown – Pads G & H through a loan provided by the Company to the joint venture. The loan is secured by the joint venture project, is required to be repaid subsequent to the completion of construction and stabilization of the project and is eliminated upon consolidation. Under terms defined in the joint venture agreement, after construction completion and stabilization of the development project, the Company has the ability to call, and the joint venture partner has the ability to put to the Company, subject to certain conditions, the joint venture partner’s interest in the joint venture at fair value. The joint venture is considered a VIE primarily because the Company’s joint venture partner does not have substantive kick-out rights or substantive participating rights. The Company is considered the primary beneficiary as it has a controlling financial interest in the joint venture. As such, the Company has consolidated this joint venture and presented the joint venture partners’ interests as noncontrolling interests. Redeemable Noncontrolling Interests – Limited Partners Limited Partner Units are redeemable noncontrolling interests in the Operating Partnership. We classify redeemable noncontrolling interests in the Operating Partnership in the accompanying consolidated balance sheets outside of permanent equity because we may be required to pay cash to holders of Limited Partner Units upon redemption of their interests in the Operating Partnership or deliver registered shares upon their conversion. The carrying amount of the redeemable noncontrolling interests in the Operating Partnership is reflected at the greater of historical book value or redemption value with a corresponding adjustment to additional paid-in capital. At December 31, 2021, the redemption value of the redeemable noncontrolling interests in the Operating Partnership exceeded the historical book value, and the balance was accordingly adjusted to redemption value. At December 31, 2020, the redemption value of the redeemable noncontrolling interests in the Operating Partnership did not exceed the historical book value, and the balance was accordingly adjusted to historical book value. F-23 We allocate net operating results of the Operating Partnership after noncontrolling interests in the consolidated properties based on the partners’ respective weighted average ownership interest. We adjust the redeemable noncontrolling interests in the Operating Partnership at the end of each reporting period to reflect their interests in the Operating Partnership or redemption value. This adjustment is reflected in our shareholders’ and Parent Company’s equity. For the years ended December 31, 2021, 2020, and 2019, the weighted average interests of the Parent Company and the limited partners in the Operating Partnership were as follows: Year Ended December 31, 2021 2020 2019 Parent Company’s weighted average interest in Operating Partnership 97.8 % 97.4 % 97.6 % Limited partners’ weighted average interests in Operating Partnership 2.2 % 2.6 % 2.4 % At December 31, 2021, the Parent Company’s interest and the limited partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 98.9 % and 1.1 %. At December 31, 2020, the Parent Company’s interest and the limited partners’ redeemable noncontrolling ownership interests in the Operating Partnership were 97.1 % and 2.9 %. Concurrent with the Parent Company’s initial public offering and related formation transactions, certain individuals received Limited Partner Units of the Operating Partnership in exchange for their interests in certain properties. The limited partners have the right to redeem Limited Partner Units for cash or, at the Parent Company’s election, common shares of the Parent Company in an amount equal to the market value of an equivalent number of common shares of the Parent Company at the time of redemption. Such common shares must be registered, which is not fully in the Parent Company’s control. Therefore, the limited partners’ interest is not reflected in permanent equity. The Parent Company also has the right to redeem the Limited Partner Units directly from the limited partner in exchange for either cash in the amount specified above or a number of its common shares equal to the number of Limited Partner Units being redeemed. There were 2,377,777 and 2,532,861 Limited Partner Units outstanding as of December 31, 2021 and 2020, respectively. The decrease in Limited Partner Units outstanding from December 31, 2020 is due to conversions offset by non-cash compensation awards made to our executive officers in the form of Limited Partner Units. Redeemable Noncontrolling Interests – Subsidiaries Prior to the merger with Inland Diversified Real Estate Trust, Inc. (“Inland Diversified”) in 2014, Inland Diversified formed joint ventures with the previous owners of certain properties and issued Class B units in three joint ventures that indirectly own those properties. The Class B units related to one of these three joint ventures remain outstanding and are accounted for as noncontrolling interests in the remaining venture. The remaining Class B units will become redeemable at the respective partner’s election in October 2022 and the fulfillment of certain redemption criteria. Beginning in November 2022, the Class B units can be redeemed at the election of either our partner or us for cash or Limited Partner Units in the Operating Partnership. The Class B units do not have a maturity date and none are mandatorily redeemable unless either party has elected for the units to be redeemed. We consolidate this joint venture because we control the decision making and our joint venture partner has limited protective rights. We classify the redeemable noncontrolling interests related to the remaining Class B units in the accompanying consolidated balance sheets outside of permanent equity because, under certain circumstances, we may be required to pay cash to Class B unitholders in this subsidiary upon redemption of their interests. The carrying amount of these redeemable noncontrolling interests is required to be reflected at the greater of initial book value or redemption value with a corresponding adjustment to additional paid-in capital. As of December 31, 2021 and 2020, the redemption amounts of these interests did not exceed their fair value nor did they exceed the initial book value. F-24 The redeemable noncontrolling interests in the Operating Partnership and subsidiaries for the years ended December 31, 2021, 2020, and 2019 were as follows: ($ in thousands) 2021 2020 2019 Redeemable noncontrolling interests balance at January 1, $ 43,275 $ 52,574 $ 45,743 Net (loss) income allocable to redeemable noncontrolling interests ( 901 ) 100 532 Distributions declared to redeemable noncontrolling interests ( 2,208 ) ( 1,533 ) ( 3,191 ) Other, net including adjustments to redemption value 15,007 ( 7,866 ) 9,490 Total limited partners' interests in Operating Partnership and other redeemable noncontrolling interests balance at December 31, $ 55,173 $ 43,275 $ 52,574 Limited partners' interests in Operating Partnership $ 45,103 $ 33,205 $ 42,504 Other redeemable noncontrolling interests in certain subsidiaries 10,070 10,070 10,070 Total limited partners' interests in Operating Partnership and other redeemable noncontrolling interests balance at December 31, $ 55,173 $ 43,275 $ 52,574 Effects of Accounting Pronouncements Debt with Conversion Options We elected to early adopt ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) , as of January 1, 2021. This new guidance, among other things, simplifies the accounting for convertible instruments by eliminating the requirement to separate conversion features from the host contract. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost. The guidance also eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. The adoption of this pronouncement resulted in the March 2021 exchangeable notes being recorded as a single liability with no portion of the proceeds from the issuance of the exchangeable debt instrument recorded as attributable to the conversion feature. See Note 8 to the consolidated financial statements for additional information. Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , which contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In March 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. Leases In April 2020, the FASB issued a question-and-answer document focused on the application of lease accounting guidance to lease concessions provided as a result of COVID-19. Under ASC 842, Leases , the Company would have to evaluate, on a lease-by-lease basis, if a lease concession was the result of a new arrangement reached with the tenant or if a lease concession was under the enforceable rights and obligations within the existing lease agreement. The FASB clarified that entities may elect to not evaluate whether lease-related relief that lessors provide to mitigate the economic effects of COVID-19 is a lease modification. The Company made this election to evaluate COVID-related lease modifications on a disaggregated basis, with such election applied consistently to leases with similar characteristics and similar circumstances. The Company entered into rent deferral agreements during the year ended December 31, 2020 that provided for legally due rent to be paid back over a period of time, typically 12 to 18 months. The Company had deferred the payment by tenants of $ 2.9 million and $ 6.1 million of contractually due rental income that remains outstanding as of December 31, 2021 and 2020, respectively. The future impact of such modifications is dependent upon the extent of lease concessions granted to tenants as a result of COVID-19 in future periods and the elections made by the Company at the time of entering into such concessions. There was not a material amount of rent abatement provided to tenants as a result of COVID-19 during 2021 and 2020. F-25 NOTE 3. ACQUISITIONS RPAI Merger On October 22, 2021, we completed a Merger with RPAI pursuant to which RPAI merged with and into Merger Sub, with the Company continuing as the surviving public company. Immediately following the closing of the Merger, Merger Sub merged with and into the Operating Partnership so that all of the assets and liabilities of the Company continue to be held at or below the Operating Partnership level. The aggregate value of the Merger consideration paid or payable to former holders of RPAI common stock was approximately $ 2.8 billion, excluding the value of RPAI restricted stock units that vested at closing and certain restricted share awards assumed by the Company at closing. The total purchase price was calculated based on the closing price of the Company’s common stock on October 21, 2021, the last business day prior to the effective time of the Merger, which was $ 21.18 per share. At the effective time of the Merger, each share of RPAI common stock issued and outstanding immediately prior to the effective time was converted into the right to receive 0.623 newly issued Company common shares. In addition, holders of (i) options to purchase shares of RPAI common stock, (ii) certain awards of restricted shares of RPAI common stock (as agreed in accordance with the Merger Agreement), and (iii) restricted stock units representing the right to vest in and be issued shares of RPAI common stock became entitled to receive cash and/or Company common shares in accordance with the terms of the Merger Agreement. The Company assumed certain existing awards of restricted shares of RPAI common stock, each of which were converted into 0.623 awards of restricted Company common shares in accordance with the Merger Agreement. In connection with the Merger, the Operating Partnership issued an equivalent amount of General Partner Units to the Parent Company. The number of RPAI common stock outstanding as of October 21, 2021 converted to shares of the Company’s common stock was determined as follows: RPAI common stock outstanding as of October 21, 2021 214,797,869 Exchange ratio 0.623 Company common shares issued for outstanding RPAI common stock 133,814,066 Company common shares issued for RPAI restricted stock units 1,117,399 Total Company common shares issued 134,931,465 The following table presents the purchase price and total value of equity consideration paid by the Company at the close of the Merger (in thousands except the share price of Company common shares): Price of Company common shares Equity Consideration Given (Company common shares issued) Total Value of Stock Consideration 1 As of October 21, 2021 $ 21.18 134,931 $ 2,847,369 1 The total value of stock consideration is the total of the common shares issued multiplied by the closing price of the Company’s common stock on October 21, 2021 excluding the value of certain RPAI restricted stock that vested at the closing of the Merger and share awards assumed by the Company at the closing of the Merger. As a result of the Merger, the Company acquired 100 operating retail properties and five active development projects under construction along with multiple parcels of entitled land for future value creation. The consolidated net assets and results of operations of RPAI are included in the accompanying consolidated financial statements from the closing date, October 22, 2021. During the year ended December 31, 2021, the Company incurred $ 86.5 million of merger and acquisition costs consisting primarily of fairness opinion, severance charges, legal, professional and data migration costs, which are recorded within “Merger and acquisition costs” in the accompanying consolidated statements of operations and comprehensive income. In addition, the Company assumed approximately $ 1.8 billion of debt in connection with the Merger. “Rental income” and “Net loss attributable to Kite Realty Group Trust common shareholders” in the accompanying consolidated statements of operations and comprehensive income include revenues from the RPAI portfolio of $ 94.9 million and net loss of $ 22.8 million for the period from October 22, 2021 through December 31, 2021, which includes $ 74.7 million of depreciation and amortization, as a result of the Merger during the year ended December 31, 2021. F-26 Provisional Purchase Price Allocation In accordance with ASC 805-10, Business Combinations , the Company accounted for the Merger as a business combination using the acquisition method of accounting. Based on the value of the common shares issued, the total fair value of the assets acquired and liabilities assumed in the Merger was $ 2.8 billion as of October 22, 2021, the date of the Merger. The following table summarizes the provisional purchase price allocation based on the Company’s initial valuation, including estimates and assumptions of the acquisition date fair value of the tangible and intangible assets acquired and liabilities assumed: Provisional Allocation Investment properties $ 4,439,387 Acquired lease intangible assets 524,058 Cash, accounts receivable and other assets 84,632 Total assets acquired 5,048,077 Mortgage and other indebtedness ( 1,848,476 ) Accounts payable, other liabilities, tenant security deposits and prepaid rent ( 176,391 ) In-place lease liabilities ( 171,378 ) Noncontrolling interests ( 4,463 ) Total liabilities assumed ( 2,200,708 ) Total purchase price $ 2,847,369 The fair market value of the acquired properties is based upon a valuation prepared by the Company with assistance of a third-party valuation specialist. As it relates to certain leases and related intangibles, development projects and land held for development, the Company and valuation specialist are still in the process of reviewing the inputs used by the third-party specialist to ensure reasonableness and that the procedures are performed in accordance with management’s policy. Therefore, the final acquisition accounting adjustments, including the purchase price and its allocation, are not yet complete as of this filing. Once the purchase price and allocation are complete, an adjustment to the provisional purchase price or allocation may occur. The range of the most significant Level 3 assumptions utilized in determining the value of the real estate and related assets acquired through the Merger with RPAI are as follows: 2021 Net rental rate per square foot – Anchors $ 4.00 to $ 45.00 Net rental rate per square foot – Small Shops $ 7.00 to $ 140.00 Capitalization rate 5.25 % to 9.00 % The following table details the provisional weighted average amortization periods, in years, of the purchase price provisionally allocated to real estate and related intangible assets and liabilities acquired arising from the Merger: Weighted Average Amortization Period (in years) Land N/A Building 18.9 Tenant improvements 6.6 In-place lease intangibles 5.3 Above-market leases 8.1 Below-market leases (including below-market option periods) 17.6 Fair market value of debt adjustments 6.8 F-27 Pro Forma Financial Information (unaudited) The pro forma financial information set forth below is based upon the Company’s historical consolidated statements of operations for the years ended December 31, 2021 and 2020, adjusted to give effect for the properties assumed through the Merger as if they were acquired as of January 1, 2020. The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results of income would have been, nor does it purport to represent the results of income for future periods. Year Ended December 31, ($ in thousands) 2021 2020 Rental income $ 740,954 $ 683,093 Net income (loss) $ 21,283 $ ( 109,775 ) Net income (loss) attributable to common shareholders $ 20,535 $ ( 107,341 ) Net income (loss) attributable to common shareholders per common share: Basic 1 $ 0.09 $ ( 0.49 ) Diluted 1 $ 0.09 $ ( 0.49 ) 1 The pro forma earnings for the year ended December 31, 2021 were adjusted to exclude $ 86.5 million of merger costs incurred while the pro forma earnings for the year ended December 31, 2020 were adjusted to include these costs. Supplemental Schedule of Non-Cash Investing and Financing Activities Related to the Merger The following table summarizes the Merger-related non-cash investing and financing activities of the Company for the year ended December 31, 2021: ($ in thousands) Year Ended December 31, 2021 Investment properties $ 4,439,387 Acquired lease intangible assets $ 524,058 Mortgage and other indebtedness $ ( 1,848,476 ) In-place lease liabilities $ ( 171,378 ) Noncontrolling interests $ ( 4,463 ) Other assets and liabilities, net 1 $ ( 106,751 ) Company common shares issued in exchange for RPAI common stock $ ( 2,847,369 ) 1 Includes lease liabilities arising from obtaining right-of-use assets of $ 41,086 , which was determined using an estimate of our incremental borrowing rate that was specific to each lease based upon the term and underlying asset with a weighted average incremental borrowing rate of 5.4 %. Asset Acquisitions The Company closed on the following asset acquisitions during the years ended December 31, 2021, 2020 and 2019, respectively: (i) one multi-tenant retail outparcel at Nora Plaza, an existing operating property, for $ 13.5 million, (ii) one retail operating property for $ 65.3 million, and (iii) one retail operating property for $ 29.0 million and one parking garage for $ 29.5 million. The fair value of the real estate and other assets acquired were primarily determined using the income approach, which required us to make assumptions about market leasing rates, tenant-related costs, discount rates, and disposal rates. The estimates of fair value primarily relied upon Level 2 and Level 3 inputs, as previously defined. F-28 The following table summarizes the fair value of assets acquired and liabilities assumed for the asset acquisitions completed during the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, ($ in thousands) 2021 2020 2019 Investment properties, net $ 13,488 $ 63,570 $ 56,393 Lease-related intangible assets, net 1 304 2,254 2,458 Other assets — — 320 Total acquired assets 13,792 65,824 59,171 Mortgage payable 3,578 — — Accounts payable and accrued expenses 100 280 595 Deferred revenue and other liabilities 189 246 371 Total assumed liabilities 3,867 526 966 Fair value of acquired net assets $ 9,925 $ 65,298 $ 58,205 1 The weighted average remaining life of leases at the acquired properties is approximately 5.3 years, 3.2 years and 5.6 years for asset acquisitions completed during the years ended December 31, 2021, 2020 and 2019, respectively. The range of the most significant Level 3 assumptions utilized in determining the value of the real estate and related assets acquired through asset acquisitions are as follows: 2021 2020 2019 Net rental rate per square foot – Anchors N/A to N/A $ 22.50 to $ 27.50 $ 11.00 to $ 12.96 Net rental rate per square foot – Small Shops $ 31.50 to $ 45.00 $ 15.00 to $ 65.00 $ 6.33 to $ 32.00 Discount rate 9.0 % 9.0 % 9.0 % The results of operations for each of the properties acquired through asset acquisitions during the years ended December 31, 2021, 2020 and 2019 have been included in operations since their respective dates of acquisition. NOTE 4. DISPOSALS OF OPERATING PROPERTIES AND IMPAIRMENT CHARGES During the year ended December 31, 2021, the Company sold one operating property, Westside Market, for gross proceeds of $ 24.8 million and a net gain of $ 4.3 million. In addition, the Company sold 17 ground leases for gross proceeds of $ 42.0 million and a net gain of $ 27.6 million. A portion of the proceeds was used to pay down our unsecured revolving credit facility. There were no operating properties sold during the year ended December 31, 2020. The Company sold one redevelopment property for gross proceeds of $ 14.0 million and a net gain of $ 3.1 million during the year ended December 31, 2020. During the year ended December 31, 2019, the Company sold 23 operating properties for aggregate gross proceeds of $ 543.8 million and a net gain of $ 39.0 million. During 2019, in connection with the preparation and review of the financial statements for the applicable periods, we evaluated a total of seven operating properties for impairment and recorded a cumulative $ 37.7 million impairment charge due to changes in facts and circumstances underlying the Company’s expected future hold period of these properties. A shortening of the expected future hold period is considered an impairment indicator under applicable accounting rules, and this indicator caused us to further evaluate the carrying value of these properties. We concluded the estimated undiscounted cash flows over the expected holding period did not exceed the carrying value of these assets given the new holding period, leading to the charge. We estimated the fair value using the market approach by utilizing recent sales offers without adjustment. We compared the estimated aggregate fair value of $ 176.0 million to the carrying values, which resulted in the recording of the non-cash impairment charge of $ 37.7 million for the year ended December 31, 2019. The results of all the operating properties sold in 2021, 2020, and 2019 are not included in discontinued operations in the accompanying consolidated statements of operations and comprehensive income as none of the operating properties individually, nor in the aggregate, represent a strategic shift that has had or will have a material effect on our operations or financial results. F-29 NOTE 5. SHARE-BASED COMPENSATION Overview The Company’s 2013 Equity Incentive Plan (the “Plan”), as amended and restated as of February 28, 2019, authorizes options to acquire common shares and other share-based compensation awards to be granted to employees and trustees for up to an additional 3,000,000 common share equivalents of the Company. The Company accounts for its share-based compensation in accordance with the fair value recognition provisions provided in ASC 718, Stock Compensation . Total share-based compensation expense, net of amounts capitalized, included within “General, administrative and other” expenses in the accompanying consolidated statements of operations and comprehensive income for the years ended December 31, 2021, 2020, and 2019 was $ 7.2 million, $ 5.6 million, and $ 5.3 million, respectively. For the years ended December 31, 2021, 2020, and 2019, total share-based compensation cost capitalized for development activities was $ 1.0 million, $ 1.2 million, and $ 1.1 million, respectively. The Company recognizes forfeitures as they occur. As of December 31, 2021, there were 1,277,380 shares and units available for grant under the Plan. Share Options Pursuant to the Plan, the Company may periodically grant options to purchase common shares at an exercise price equal to the grant date fair value of the Company’s common shares. Options granted typically vest over a five-year period and expire 10 years from the grant date. The Company issues new common shares upon the exercise of options. The following table summarizes the option activity under the Plan as of December 31, 2021 and changes during the year then ended: ($ in thousands, except share and per share data) Options Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term (in years) Outstanding at January 1, 2021 21,567 $ 20.67 Granted — — Exercised ( 1,250 ) 15.56 Expired ( 19,067 ) 21.04 Forfeited — — Outstanding at December 31, 2021 1,250 $ 20.20 $ 2 0.33 Exercisable at December 31, 2021 1,250 $ 20.20 $ 2 0.33 Exercisable at December 31, 2020 21,567 $ 20.67 There were no options granted in 2021, 2020 or 2019. The aggregate intrinsic value of the 1,250 , 2,500 and 33,375 options exercised during the years ended December 31, 2021, 2020, and 2019 was $ 6,550 , $ 2,000 and $ 86,000 , respectively. Restricted Shares In addition to share option grants, the Plan also authorizes the grant of share-based compensation awards in the form of restricted common shares. Under the terms of the Plan, these restricted shares, which are considered to be outstanding shares from the date of grant, typically vest over a period ranging from three to five years . The Company pays dividends on restricted shares and such dividends are charged directly to shareholders’ equity. In connection with the Merger, we assumed the terms of award agreements governing 56,765 unvested restricted shares (as converted pursuant to the exchange ratio) granted prior to the Merger under RPAI’s equity incentive plan. Each assumed award is a time-vesting award that was issued with a three-year service period, unless accelerated pursuant to the original agreement or otherwise modified in connection with the Merger or the resulting integration. F-30 The following table summarizes the restricted share activity to employees and non-employee members of the Board of Trustees as of December 31, 2021 and changes during the year then ended: Number of Restricted Shares Weighted Average Grant Date Fair Value per share Restricted shares outstanding at January 1, 2021 321,591 $ 14.42 Shares granted 137,646 19.32 Shares assumed in the Merger 56,765 21.13 Shares forfeited ( 5,226 ) 17.47 Shares vested ( 187,544 ) 13.34 Restricted shares outstanding at December 31, 2021 323,232 $ 18.27 The following table summarizes the restricted share grants and vestings during the years ended December 31, 2021, 2020, and 2019: ($ in thousands, except share and per share data) Number of Restricted Shares Granted Weighted Average Grant Date Fair Value per share Fair Value of Restricted Shares Vested 2021 194,411 $ 19.85 $ 3,763 2020 211,476 $ 13.21 $ 2,727 2019 154,440 $ 15.84 $ 2,270 As of December 31, 2021, there was $ 3.9 million of total unrecognized compensation cost related to restricted shares, which is expected to be recognized over a weighted average period of 0.90 years. We expect to incur $ 2.7 million of this expense in 2022, $ 1.0 million in 2023, and the remainder in 2024. Performance Awards In 2016, the Compensation Committee of the Company’s Board of Trustees established overall target values for incentive compensation for each executive officer, with 40 % of the target value being granted in the form of time-based awards and the remaining 60 % being granted in the form of performance awards. In 2018, the Compensation Committee awarded each of the Company’s named executive officers a three-year performance award in the form of performance share units (“PSUs”) that ended on December 31, 2020. The performance criteria was based 60 % on the relative Total Shareholder Return (“TSR”) achieved by the Company measured against a peer group over the three-year measurement period and 40 % on the achievement of a defined funds available for distribution (“FAD”). The total number of PSUs issued to the executive officers was based upon a target value of $ 2.4 million, but could be earned in a range of 0 % to 200 % of the target. Additionally, any PSUs earned based on the achievement of the pre-established FAD goals were subject to adjustment (either up or down 25 %) based on the Company’s absolute TSR over the three-year measurement period. Approximately 172,000 PSUs were earned based upon the Company’s performance on the relative TSR measurement. The PSUs were valued at an aggregate value of $ 2.2 million using a Monte Carlo simulation and are fully amortized. Restricted Units Time-based restricted unit awards were made on a discretionary basis in 2019, 2020, and 2021 based on a review of each prior year’s performance. The following table summarizes the activity for time-based restricted unit awards for the year ended December 31, 2021: Number of Restricted Units Weighted Average Grant Date Fair Value per unit Restricted units outstanding at January 1, 2021 491,196 $ 13.32 Restricted units granted 72,689 14.26 Restricted units vested ( 149,444 ) 14.00 Restricted units outstanding at December 31, 2021 414,441 $ 13.24 F-31 The following table summarizes the time-based restricted unit grants and vestings during the years ended December 31, 2021, 2020, and 2019: ($ in thousands, except unit and per unit data) Number of Restricted Units Granted Weighted Average Grant Date Fair Value per Unit Fair Value of Restricted Units Vested 2021 72,689 $ 14.26 $ 2,956 2020 431,913 $ 13.10 $ 1,784 2019 84,987 $ 14.11 $ 749 As of December 31, 2021, there was $ 4.2 million of total unrecognized compensation cost related to restricted units granted under the Plan, which is expected to be recognized over a weighted average period of 1.79 years. We expect to incur $ 1.6 million of this expense in 2022, $ 1.1 million in 2023, $ 0.8 million in 2024, and the remainder in 2025. AO LTIP Units During the years ended December 31, 2019, 2020 and 2021, in connection with its annual review of executive compensation and as described in the table below, the Compensation Committee approved an aggregate grant of AO LTIP Units to the Company’s executive officers under the Plan. Number of AO LTIP Units Participation Threshold per AO LTIP Unit Executive 2019 Awards 2020 Awards 2021 Awards 2019 Awards 2020 Awards 2021 Awards John A. Kite 1,490,683 1,729,729 477,612 $ 15.79 $ 17.76 $ 16.69 Thomas A. McGowan 372,671 405,405 149,254 $ 15.79 $ 17.76 $ 16.69 Heath R. Fear 253,416 275,675 119,403 $ 15.79 $ 17.76 $ 16.69 The Company entered into award agreements with each executive officer with respect to his awards, which provide terms of vesting, conversion, distribution, and other terms. AO LTIP Units are designed to have economics similar to stock options and allow the recipient, subject to vesting requirements, to realize value above a threshold level set as of the grant date of the award (the “Participation Threshold”). The value of vested AO LTIP Units is realized through conversion into a number of vested Long-Term Incentive Plan (“LTIP”) Units in the Operating Partnership determined on the basis of how much the value of a common share of the Company has increased over the Participation Threshold. The AO LTIP Units are only exercisable and convertible into vested LTIP Units of the Operating Partnership to the extent that they become vested AO LTIP Units. The awards of AO LTIP Units are subject to both time-based and stock price performance-based vesting requirements. Subject to the terms of the award agreements, the AO LTIP Units shall vest and become fully exercisable as of the date that both of the following requirements have been met: (i) the grantee remains in continuous service from the grant date through the third anniversary of the grant date; and (ii) at any time during the five-year period following the grant date for the 2019 awards and at any time during the period beginning in the second year and ending at the end of the fifth year following the grant date for the 2020 and 2021 awards, the reported closing price per common share of the Company appreciates at least 20 % for the 2019 awards and at least 15 % for the 2020 and 2021 awards over the applicable Participation Threshold per AO LTIP Unit (as set forth in the table above) for a minimum of 20 consecutive trading days. Any AO LTIP Units that do not become vested will be forfeited and become null and void as of the fifth anniversary of the grant date, but AO LTIP Units may also be forfeited earlier in connection with a corporate transaction or with the holder’s termination of service. The AO LTIP Units were valued using a Monte Carlo simulation and the resulting compensation expense is being amortized over three years for the 2019 and 2021 awards and five years for the 2020 awards. For the awards granted in 2019, we recognized $ 1.0 million of compensation expense in 2019, $ 1.1 million of compensation expense in 2020 and 2021 and expect to recognize the remaining $ 0.2 million of this expense in 2022. Compensation expense for the awards granted in 2020 totaled $ 3.6 million, of which we recognized $ 0.6 million and $ 0.7 million of compensation expense in 2020 and 2021, respectively, and expect to annually incur $ 0.7 million of this expense in 2022 through 2024 and the remainder in 2025. Compensation expense for the awards granted in 2021 totaled $ 3.0 million, of which we recognized $ 0.9 million of compensation expense in 2021 and expect to annually incur $ 1.0 million of this expense in 2022 and 2023 and the remainder in 2024. F-32 NOTE 6. DEFERRED COSTS AND INTANGIBLES, NET Deferred costs consist primarily of acquired lease intangible assets, broker fees and capitalized internal commissions incurred in connection with lease originations. Deferred leasing costs, lease intangibles and similar costs are amortized on a straight-line basis over the terms of the related leases. At December 31, 2021 and 2020, deferred costs consisted of the following: ($ in thousands) 2021 2020 Acquired lease intangible assets $ 567,149 $ 55,352 Deferred leasing costs and other 55,817 57,481 622,966 112,833 Less: accumulated amortization ( 81,448 ) ( 49,662 ) Total $ 541,518 $ 63,171 The estimated net amounts of amortization from acquired lease intangible assets for each of the next five years and thereafter are as follows: ($ in thousands) Amortization of above-market leases Amortization of acquired lease intangible assets Total 2022 $ 12,610 $ 133,302 $ 145,912 2023 10,297 85,763 96,060 2024 8,461 58,852 67,313 2025 6,571 39,351 45,922 2026 6,405 39,159 45,564 Thereafter 18,155 79,502 97,657 Total $ 62,499 $ 435,929 $ 498,428 Amortization of deferred leasing costs, lease intangibles and other is included within “Depreciation and amortization” in the accompanying consolidated statements of operations and comprehensive income. The amortization of above-market lease intangibles is included as a reduction to “Rental income” in the accompanying consolidated statements of operations and comprehensive income. The amounts of such amortization included in the accompanying consolidated statements of operations and comprehensive income are as follows: Year ended December 31, ($ in thousands) 2021 2020 2019 Amortization of deferred leasing costs, lease intangibles and other $ 45,423 $ 13,916 $ 14,239 Amortization of above-market lease intangibles 3,483 999 1,200 NOTE 7. DEFERRED REVENUE, INTANGIBLES, NET AND OTHER LIABILITIES Deferred revenue and other liabilities consist of the unamortized fair value of below-market lease liabilities recorded in connection with purchase accounting, retainage payables for development and redevelopment projects, tenant rent payments received in advance of the month in which they are due, and lease liabilities recorded upon adoption of ASU 2016-02. The amortization of below-market lease liabilities is recognized as revenue over the remaining life of the leases (including option periods for leases with below-market renewal options) through 2085. Tenant rent payments received in advance are recognized as revenue in the period to which they apply, which is typically the month following their receipt. At December 31, 2021 and 2020, deferred revenue, intangibles, net and other liabilities consisted of the following: ($ in thousands) 2021 2020 Unamortized in-place lease liabilities $ 210,261 $ 45,479 Retainages payable and other 10,796 1,943 Tenant rents received in advance 30,125 11,716 Lease liabilities 70,237 26,511 Total $ 321,419 $ 85,649 F-33 The amortization of below-market lease intangibles is included as a component of “Rental income” in the accompanying consolidated statements and totaled $ 6.1 million, $ 4.8 million and $ 5.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. The estimated net amounts of amortization of in-place lease liabilities and the increasing effect on minimum rent for each of the next five years and thereafter is as follows: ($ in thousands) 2022 $ 18,290 2023 16,668 2024 14,781 2025 12,440 2026 12,517 Thereafter 135,565 Total $ 210,261 NOTE 8. MORTGAGE AND OTHER INDEBTEDNESS The Company has the following types of indebtedness: December 31, 2021 2020 Mortgages payable $ 392,590 $ 351,076 Senior unsecured notes 1,924,635 550,000 Unsecured term loans 720,000 250,000 Revolving line of credit 55,000 25,000 3,092,225 1,176,076 Unamortized discounts and premiums, net 69,425 1,732 Unamortized debt issuance costs, net ( 10,842 ) ( 7,014 ) Total mortgage and other indebtedness, net $ 3,150,808 $ 1,170,794 Consolidated indebtedness, including weighted average maturities and weighted average interest rates as of December 31, 2021, considering the impact of interest rate swaps, is summarized below: Amount Outstanding Ratio Weighted Average Interest Rate Weighted Average Maturity (in years) Fixed rate debt 1 $ 2,853,212 92 % 4.00 % 4.6 Variable rate debt 2 239,013 8 % 3.01 % 4.2 Debt discounts, premiums and issuance costs, net 58,583 N/A N/A N/A Total $ 3,150,808 100 % 3.92 % 4.6 1 Fixed rate debt includes the portion of variable rate debt that has been hedged by interest rate swaps. As of December 31, 2021, $ 720.0 million in variable rate debt is hedged to a fixed rate for a weighted average of 3.2 years. 2 Variable rate debt includes the portion of fixed rate debt that has been hedged by interest rate swaps. As of December 31, 2021, $ 155.0 million in fixed rate debt is hedged to a floating rate for a weighted average of 3.7 years. Mortgages Payable The following table summarizes the Company’s mortgages payable: December 31, 2021 December 31, 2020 ($ in thousands) Balance Weighted Average Interest Rate Weighted Average Years to Maturity Balance Weighted Average Interest Rate Weighted Average Years to Maturity Fixed rate mortgages payable 1 $ 363,577 4.13 % 1.7 $ 295,966 4.12 % 2.1 Variable rate mortgage payable 2 29,013 1.70 % 0.1 55,110 1.74 % 1.1 Total mortgages payable $ 392,590 $ 351,076 F-34 1 The fixed rate mortgages had interest rates ranging from 3.75 % to 5.73 % and 3.78 % to 5.73 % as of December 31, 2021 and 2020, respectively. 2 The interest rate on the variable rate mortgage is based on LIBOR plus 160 basis points. The one-month LIBOR rate was 0.10 % and 0.14 % as of December 31, 2021 and 2020, respectively. Mortgages payable are secured by certain real estate and, in some cases, by guarantees from the Operating Partnership, are generally due in monthly installments of principal and interest and mature over various terms through 2032. During the year ended December 31, 2021, we made scheduled principal payments of $ 2.7 million related to amortizing loans and paid down $ 25.4 million on a variable rate mortgage payable. In connection with the Merger, the Company assumed mortgage loans totaling $ 90.7 million (including fair market value adjustments of $ 0.6 million), of which the Company repaid a $ 24.1 million mortgage at the closing of the Merger. In addition, the Company assumed a mortgage loan with a principal balance of $ 3.6 million and an interest rate of 3.8 % that matures in 2032 in conjunction with the acquisition of the multi-tenant retail outparcel at Nora Plaza on December 22, 2021. Unsecured Notes The following table summarizes the Company’s senior unsecured notes and exchangeable senior notes: December 31, 2021 December 31, 2020 ($ in thousands) Maturity Date Balance Interest Rate Balance Interest Rate Senior notes – 4.23 % due 2023 September 10, 2023 $ 95,000 4.23 % $ 95,000 4.23 % Senior notes – 4.58 % due 2024 1 June 30, 2024 149,635 4.58 % — — % Senior notes – 4.00 % due 2025 2 March 15, 2025 350,000 4.00 % — — % Senior notes – LIBOR + 3.65 % due 2025 3 September 10, 2025 80,000 3.75 % 80,000 4.47 % Senior notes – 4.08 % due 2026 1 September 30, 2026 100,000 4.08 % — — % Senior notes – 4.00 % due 2026 October 1, 2026 300,000 4.00 % 300,000 4.00 % Senior exchangeable notes – 0.75 % due 2027 April 1, 2027 175,000 0.75 % — — % Senior notes – LIBOR + 3.75 % due 2027 4 September 10, 2027 75,000 3.85 % 75,000 4.57 % Senior notes – 4.24 % due 2028 1 December 28, 2028 100,000 4.24 % — — % Senior notes – 4.82 % due 2029 1 June 28, 2029 100,000 4.82 % — — % Senior notes – 4.75 % due 2030 2 September 15, 2030 400,000 4.75 % — — % Total senior unsecured notes $ 1,924,635 $ 550,000 1 Private placement notes assumed in connection with the Merger. 2 Publicly placed notes assumed in connection with the Merger. 3 $ 80,000 of 4.47 % senior unsecured notes has been swapped to a variable rate of LIBOR plus 3.65 % through September 10, 2025. 4 $ 75,000 of 4.57 % senior unsecured notes has been swapped to a variable rate of LIBOR plus 3.75 % through September 10, 2025. Private Placement Senior Unsecured Notes Assumed in the Merger On October 22, 2021, in connection with the Merger, the Operating Partnership entered into a number of assumption agreements pursuant to which the Operating Partnership assumed all of RPAI’s obligations under RPAI’s existing Note Purchase Agreements (“NPAs”) related to an aggregate of $ 450.0 million in principal of privately placed senior unsecured notes (“Private Placement Notes”). Each series of Private Placement Notes require semi-annual interest payments each year until maturity. The Operating Partnership may prepay at any time all, or from time to time any part of, any series of the Private Placement Notes, in an amount not less than 5 % of the aggregate principal amount of such series of the Private Placement Notes then outstanding in the case of a partial prepayment, at 100 % of the principal amount so prepaid plus a Make-Whole Amount (as defined in the applicable NPA). The Make-Whole Amount is equal to the excess, if any, of the discounted value of the remaining scheduled payments with respect to the Private Placement Notes being prepaid over the amount of such Notes. Each NPA contains customary financial maintenance covenants including a maximum total leverage ratio, secured leverage ratio and unsecured leverage ratio and a minimum interest coverage ratio. Each NPA also contains restrictive covenants that restrict the ability of the Operating Partnership and its subsidiaries to, among other things, enter into transactions with affiliates, merge or consolidate, transfer assets or incur liens. F-35 Further, each NPA contains customary events of default, including in relation to non-payment, breach of covenants, defaults under certain other indebtedness, judgment defaults and bankruptcy events. In the case of an event of default, the holders of the Private Placement Notes may, among other remedies, accelerate the payment of all obligations. Publicly Placed Senior Unsecured Notes Assumed in the Merger On October 22, 2021, in connection with the Merger, the Operating Partnership (as successor by merger to RPAI) assumed all of RPAI’s outstanding $ 750.0 million aggregate principal of publicly placed senior unsecured notes (“Public Placement Notes”). The Public Placement Notes require semi-annual interest payments each year until maturity. The Public Placement Notes are the direct, senior unsecured obligations of the Operating Partnership and rank equally in right of payment with all of its existing and future unsecured and unsubordinated indebtedness. The Operating Partnership may redeem the Public Placement Notes at its option and in its sole discretion, at any time or from time to time prior to three months prior to the respective maturity date (such date, the “Par Call Date”), at a redemption price equal to 100 % of the principal amount of the applicable Public Placement Notes being redeemed, plus accrued and unpaid interest and a “make-whole” premium calculated in accordance with the indenture. Redemptions on or after the respective Par Call Date are not subject to the addition of a “make-whole” premium. Exchangeable Senior Notes In March 2021, the Operating Partnership issued $ 175.0 million aggregate principal amount of 0.75 % Exchangeable Senior Notes maturing in April 2027 (the “Exchangeable Notes”). The Exchangeable Notes are governed by an indenture between the Operating Partnership, the Company and U.S. Bank National Association, as trustee. The Exchangeable Notes were sold in the U.S. only to accredited investors pursuant to an exemption from the Securities Act of 1933, as amended (the “Securities Act”), and subsequently resold to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the offering of the Exchangeable Notes were approximately $ 169.7 million after deducting the underwriting fees and other expenses paid by the Company. The Exchangeable Notes bear interest at a rate of 0.75 % per annum, payable semi-annually in arrears, and will mature on April 1, 2027. During the year ended December 31, 2021, we recognized approximately $ 1.6 million of interest expense for the Exchangeable Notes. Prior to January 1, 2027, the Exchangeable Notes will be exchangeable into cash up to the principal amount of the Exchangeable Notes exchanged and, if applicable, cash or common shares or a combination thereof, only upon certain circumstances and during certain periods. On or after January 1, 2027, the Exchangeable Notes will be exchangeable into cash up to the principal amount of the Exchangeable Notes exchanged and, if applicable, cash or common shares or a combination thereof at the option of the holders at any time prior to the close of business on the second scheduled trading day preceding the Maturity Date. The exchange rate will initially equal 39.6628 common shares per $1,000 principal amount of Exchangeable Notes (equivalent to an exchange price of approximately $ 25.21 per common share and an exchange premium of approximately 25 % based on the closing price of $ 20.17 per common share on March 17, 2021). The exchange rate will be subject to adjustment upon the occurrence of certain events but will not be adjusted for any accrued and unpaid interest. The Operating Partnership may redeem the Exchangeable Notes, at its option, in whole or in part, on any business day on or after April 5, 2025, if the last reported sale price of the common shares has been at least 130 % of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the issuer provides notice of redemption at a redemption price equal to 100 % of the principal amount of the Exchangeable Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. In connection with the Exchangeable Notes, the Operating Partnership entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers of the Exchangeable Notes or their respective affiliates. The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Notes, the number of common shares underlying the Exchangeable Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to holders of common shares upon exchange of the Exchangeable Notes. The cap price of the Capped Call Transactions was initially approximately $ 30.26 , which represents a premium of approximately 50 % over the last reported sale price of common shares on March 17, 2021 and is subject to anti-dilution adjustments under the terms of the Capped Call Transactions. The cost of the Capped Call Transactions was $ 9.8 million and is recorded within additional paid-in capital. F-36 Unsecured Term Loans and Revolving Line of Credit The following table summarizes the Company’s term loans and revolving line of credit: December 31, 2021 December 31, 2020 ($ in thousands) Maturity Date Balance Interest Rate Balance Interest Rate Unsecured term loan due 2023 – fixed rate 1,2 November 22, 2023 $ 200,000 4.10 % $ — — % Unsecured term loan due 2024 – fixed rate 1,3 July 17, 2024 120,000 2.88 % — — % Unsecured term loan due 2025 – fixed rate 4,6 October 24, 2025 250,000 5.09 % 250,000 2.14 % Unsecured term loan due 2026 – fixed rate 1,5 July 17, 2026 150,000 2.97 % — — % Total unsecured term loans $ 720,000 $ 250,000 Unsecured credit facility revolving line of credit – variable rate 1,7 January 8, 2026 $ 55,000 1.20 % $ 25,000 1.29 % 1 Unsecured term loans and revolving line of credit assumed in connection with the Merger. 2 $ 200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate 2.85 % plus a credit spread based on a leverage grid ranging from 1.20 % to 1.85 % through November 22, 2023. The applicable credit spread was 1.25 % as of December 31, 2021. 3 $ 120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate 1.68 % plus a credit spread based on a leverage grid ranging from 1.20 % to 1.70 % through July 17, 2024. The applicable credit spread was 1.20 % as of December 31, 2021. 4 $ 250,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 5.09 % through October 24, 2025. 5 $ 150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate 1.77 % plus a credit spread based on a leverage grid ranging from 1.20 % to 1.70 % through July 17, 2026. The applicable credit spread was 1.20 % as of December 31, 2021. 6 The maturity date of the term loan may be extended for up to three additional periods of one year at the Operating Partnership’s option, subject to certain conditions. 7 The revolving line of credit has two six-month extension options that the Company can exercise, at its election, subject to (i) customary representations and warranties, including, but not limited to, the absence of an event of default as defined in the unsecured credit agreement and (ii) payment of an extension fee equal to 0.075 % of the revolving line of credit capacity. Unsecured Revolving Credit Facility On October 22, 2021, in connection with the Merger, the Operating Partnership (as successor by merger to RPAI), as borrower, entered into the First Amendment (the “First Amendment”) to the Credit Agreement (as defined below) with KeyBank National Association (“KeyBank”), as administrative agent, and the lenders party thereto. The First Amendment amends the Sixth Amended and Restated Credit Agreement, dated as of July 8, 2021 (as amended, the “Credit Agreement”), among RPAI, as borrower, KeyBank, as administrative agent, and the lenders from time to time party thereto, which provides for an $ 850.0 million unsecured revolving credit facility (the “Revolving Facility”) with a scheduled maturity date of January 8, 2026 (which maturity date may be extended for up to two additional periods of six months at the Operating Partnership’s option, subject to certain conditions). Under the Credit Agreement, the Operating Partnership has the option to increase the Revolving Facility to an aggregate committed amount of $ 1.6 billion upon the Operating Partnership’s request, subject to certain conditions, including obtaining commitments from any one or more lenders, whether or not currently party to the Credit Agreement, to provide such increased amounts. Borrowings under the Revolving Facility bear interest at a rate per annum equal to LIBOR or the alternative base rate plus a margin based on the Operating Partnership’s leverage ratio or credit rating, respectively, plus a facility fee based on the Operating Partnership’s leverage ratio or credit rating, respectively. The Revolving Facility is currently priced on the leverage-based pricing grid. In accordance with the Credit Agreement, the credit spread set forth in the leverage grid resets quarterly based on the Company’s leverage, as calculated at the previous quarter end. The Company may irrevocably elect to convert to the ratings-based pricing grid at any time. The Credit Agreement includes a sustainability metric based on targeted greenhouse gas emission reductions, which results in a reduction of the otherwise applicable interest rate margin by one basis point upon achievement of targets set forth therein. F-37 The following table summarizes the key terms of the Revolving Facility: Leverage-Based Pricing Investment Grade Pricing Credit Agreement Maturity Date Extension Option Extension Fee Credit Spread Facility Fee Credit Spread Facility Fee $ 850,000 unsecured revolving line of credit 1/8/2026 2 six -month 0.075 % 1.05 %– 1.50 % 0.15 %– 0.30 % 0.725 %– 1.40 % 0.125 %– 0.30 % The Operating Partnership’s ability to borrow under the Credit Agreement is subject to ongoing compliance by the Operating Partnership and its subsidiaries with various restrictive covenants, including with respect to liens, transactions with affiliates, dividends, mergers and asset sales. In addition, the Credit Agreement requires that the Operating Partnership satisfy certain financial covenants, including: • a maximum leverage ratio of 60 %, which may be increased to 65 % during the quarter in which a material acquisition occurs and the immediately following fiscal quarter up to two times during the term of the Credit Agreement; • an adjusted EBITDA to fixed charges coverage ratio of at least 1.50 to 1.00; • a ratio of secured indebtedness to total asset value of no more than 45 %; • a ratio of unsecured debt to the value of a pool of unencumbered properties not to exceed 60 %, which may be increased to 65 % during the quarter in which a material acquisition occurs and the immediately following fiscal quarter up to two times during the term of the Credit Agreement; and • a ratio of net operating income attributable to a pool of unencumbered properties to unsecured debt interest expense to be not less than 1.75 to 1.00 at any time. As of December 31, 2021, we were in compliance with all such covenants. The Credit Agreement includes customary representations and warranties, which must continue to be true and correct in all material respects as a condition to future draws under the Revolving Facility. The Credit Agreement also contains customary events of default, the occurrence of which, following any applicable grace period, would permit the lenders to, among other things, declare the principal, accrued interest and other obligations under the Credit Agreement to be immediately due and payable. As of December 31, 2021, we had letters of credit outstanding which totaled $ 1.5 million, against which no amounts were advanced as of December 31, 2021. The Operating Partnership previously had a $ 600.0 million unsecured revolving credit facility that bore interest at a rate of LIBOR plus a credit spread ranging from 1.05 % to 1.50 % and was scheduled to mature on April 22, 2022. In connection with the Operating Partnership’s assumption of RPAI’s Sixth Amended and Restated Credit Agreement, the Operating Partnership terminated its existing revolving credit facility provided pursuant to the Fifth Amended and Restated Credit Agreement, dated as of July 28, 2016, by and among the Operating Partnership, the Company, KeyBank, as administrative agent, and the lenders party thereto. Unsecured Term Loans Assumed in the Merger On October 22, 2021, in connection with the Merger, the Operating Partnership (as successor by merger to RPAI) assumed all of RPAI’s outstanding $ 470.0 million aggregate principal of unsecured term loans (“Unsecured Term Loans”). The following table summarizes the key terms of the Unsecured Term Loans assumed: Unsecured Term Loans Maturity Date Leverage-Based Pricing Credit Spread Investment Grade Pricing Credit Spread $ 200,000 unsecured term loan due 2023 11/22/2023 1.20 % – 1.85 % 0.85 % – 1.65 % $ 120,000 unsecured term loan due 2024 7/17/2024 1.20 % – 1.70 % 0.80 % – 1.65 % $ 150,000 unsecured term loan due 2026 7/17/2026 1.20 % – 1.70 % 0.75 % – 1.60 % Under the agreement related to the $ 120.0 million and $ 150.0 million term loans, the Operating Partnership has the option to increase each of the term loans to $ 250.0 million upon the Operating Partnership’s request, subject to certain conditions, including obtaining commitments from any one or more lenders, whether or not currently party to the term loan agreement, to provide such increased amounts. In addition, under the agreement related to the $ 200.0 million term loan, the Operating Partnership has the option to increase the term loan to $ 300.0 million upon the Operating Partnership’s request, F-38 subject to certain conditions, including obtaining commitments from any one or more lenders, whether or not currently party to the term loan agreement, to provide such increased amounts. The agreements related to the Unsecured Term Loans assumed in the Merger contain representations, financial and other affirmative and negative covenants and events of default that are substantially similar to those contained in the Credit Agreement. The agreement related to the $ 150.0 million term loan includes a sustainability metric based on targeted greenhouse gas emission reductions, which results in a reduction of the otherwise applicable interest rate margin by one basis point upon achievement of targets set forth therein. Existing Unsecured Term Loan Due 2025 On October 25, 2018, the Operating Partnership entered into a Term Loan Agreement (the “Agreement”) with KeyBank National Association, as Administrative Agent, and the other lenders party thereto, providing for an unsecured term loan facility of up to $ 250.0 million (the “$ 250 M Term Loan”). The $ 250 M Term Loan ranks pari passu with the Operating Partnership’s existing Revolving Facility and other unsecured indebtedness of the Operating Partnership. The $ 250 M Term Loan has a scheduled maturity date of October 24, 2025, which maturity date may be extended for up to three additional periods of one year at the Operating Partnership’s option, subject to certain conditions. The Operating Partnership has the option to increase the $ 250 M Term Loan to $ 300.0 million, subject to certain conditions, including obtaining commitments from any one or more lenders, whether or not currently party to the Agreement, to provide such increased amounts. The Operating Partnership is permitted to prepay the $ 250 M Term Loan in whole or in part, at any time, subject to a prepayment fee if prepaid on or before October 25, 2023. Debt Issuance Costs Debt issuance costs are amortized on a straight-line basis over the terms of the respective loan agreements. The following amounts of amortization of debt issuance costs are included as a component of “Interest expense” in the accompanying consolidated statements of operations and comprehensive income: Year ended December 31, ($ in thousands) 2021 2020 2019 Amortization of debt issuance costs $ 2,681 $ 2,135 $ 2,762 Debt Maturities The following table presents maturities of mortgage debt and corporate debt as of December 31, 2021: Secured Debt ($ in thousands) Scheduled Principal Payments Term Maturities Unsecured Debt Total 2022 $ 3,674 $ 153,500 $ — $ 157,174 2023 2,600 191,605 295,000 489,205 2024 2,721 — 269,635 272,356 2025 2,848 — 430,000 432,848 2026 2,981 — 605,000 607,981 Thereafter 30,181 2,480 1,100,000 1,132,661 $ 45,005 $ 347,585 $ 2,699,635 $ 3,092,225 Debt discounts, premiums and issuance costs, net 58,583 Total $ 3,150,808 Other Debt Activity The amount of interest capitalized during the years ended December 31, 2021, 2020, and 2019 was $ 1.6 million, $ 1.5 million, and $ 1.9 million, respectively. F-39 Fair Value of Fixed and Variable Rate Debt As of December 31, 2021, the estimated fair value of fixed rate debt was $ 2.4 billion compared to the book value of $ 2.3 billion. The fair value was estimated using Level 2 and 3 inputs with cash flows discounted at current borrowing rates for similar instruments, which ranged from 2.90 % to 4.40 %. As of December 31, 2021, the estimated fair value of variable rate debt was $ 806.4 million compared to the book value of $ 804.0 million. The fair value was estimated using Level 2 and 3 inputs with cash flows discounted at current borrowing rates for similar instruments, which ranged from 1.20 % to 3.60 %. NOTE 9. DERIVATIVE INSTRUMENTS, HEDGING ACTIVITIES AND OTHER COMPREHENSIVE INCOME In order to manage potential future variable interest rate risk, we enter into interest rate derivative agreements from time to time. We do not use interest rate derivative agreements for trading or speculative purposes. The agreements with each of our derivative counterparties provide that, in the event of default on any of our indebtedness, we could also be declared in default on our derivative obligations. As of December 31, 2021, we were party to various cash flow derivative agreements with notional amounts totaling $ 720.0 million, which includes $ 470.0 million of interest rate swaps assumed in connection with the Merger. These derivative agreements effectively fix the interest rate underlying certain variable rate debt instruments over expiration dates through 2026. Using a weighted average interest rate spread over LIBOR on all variable rate debt resulted in fixing the weighted average interest rate at 3.72 %. In April 2021, we entered into two fair value derivative agreements with notional amounts totaling $ 155.0 million that swap a blended fixed rate of 4.52 % for a blended floating rate of LIBOR plus 3.70 % with an expiration date of September 10, 2025. In December 2021, we entered into two forward-starting interest rate swap contracts with notional amounts totaling $ 150.0 million that swap a floating rate of compound Secured Overnight Financing Rate (“SOFR”) for a fixed rate of 1.356 % with an effective date of June 1, 2022 and an expiration date of June 1, 2032. As of December 31, 2021, the estimated fair value of the forward-starting swaps represented an asset of $ 0.3 million and is reflected within “Prepaid and other assets” in the accompanying consolidated balance sheets. These interest rate derivative agreements are the only assets or liabilities that we record at fair value on a recurring basis. The valuation of these assets and liabilities is determined using widely accepted techniques including discounted cash flow analysis. These techniques consider the contractual terms of the derivatives (including the period to maturity) and use observable market-based inputs such as interest rate curves and implied volatilities. We also incorporate credit valuation adjustments into the fair value measurements to reflect nonperformance risk on both our part and that of the respective counterparties. We determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, although the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. As of December 31, 2021 and 2020, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined the credit valuation adjustments were not significant to the overall valuation of our derivatives. As a result, we determined our derivative valuations were classified within Level 2 of the fair value hierarchy. As of December 31, 2021 and 2020, the estimated fair value of our interest rate derivatives represented a liability of $ 35.7 million and $ 32.1 million, respectively, including accrued interest of $ 1.0 million and $ 0.4 million, respectively. These balances are reflected within “Accounts payable and accrued expenses” on the accompanying consolidated balance sheets. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to earnings over time as the hedged items are recognized in earnings. Approximately $ 7.7 million and $ 4.0 million was reclassified as a reduction to earnings during the years ended December 31, 2021 and 2020, respectively. Approximately $ 0.6 million was reclassified as an increase to earnings during the year ended December 31, 2019. As interest payments on our derivatives are made over the next 12 months, we estimate the increase to interest expense to be $ 8.3 million, assuming the current LIBOR curve. Unrealized gains and losses on our interest rate derivative agreements are the only components of the change in accumulated other comprehensive loss. F-40 NOTE 10. LEASE INFORMATION Rental Income The Company receives rental income from the leasing of retail and office space. The leases generally provide for certain increases in base rent, reimbursement for certain operating expenses, and may require tenants to pay contingent rent to the extent their sales exceed a defined threshold. Certain tenants have the option in their lease agreement to extend their lease upon the expiration of their contractual term. Variable lease payments are based upon tenant sales information and are recognized once a tenant’s sales volume exceeds a defined threshold. Variable lease payments for reimbursement of operating expenses are based upon the operating expense activity for the period. In connection with the Merger, the Company assumed all leases in place at legacy RPAI properties and began recognizing rental income under the respective leases upon completion of the Merger. Rental income related to the Company’s operating leases is comprised of the following for the years ended December 31, 2021, 2020 and 2019, respectively: Year Ended December 31, ($ in thousands) 2021 2020 2019 Fixed contractual lease payments – operating leases $ 292,873 $ 218,004 $ 244,666 Variable lease payments – operating leases 69,422 52,128 61,368 Bad debt recovery (reserve) ( 2,897 ) ( 13,259 ) ( 3,620 ) Straight-line rent adjustment 4,674 1,155 3,362 Straight-line rent recovery (reserve) for uncollectibility 716 ( 4,177 ) ( 1,153 ) Amortization of in-place lease liabilities, net 2,611 3,819 3,776 Total $ 367,399 $ 257,670 $ 308,399 The weighted average remaining term of the lease agreements is approximately 4.9 years. During the years ended December 31, 2021, 2020, and 2019, the Company earned overage rent of $ 0.8 million, $ 0.2 million, and $ 1.3 million, respectively. During 2020 and 2021, in response to the impact of the novel coronavirus (“COVID 19”) pandemic, the Company received rent relief requests from a significant proportion of its tenants. Some tenants have asserted various legal arguments that they allege relieve them of the obligation to pay rent during the pandemic; the Company and its legal advisers generally disagree with these legal arguments. The Company has evaluated and will continue to evaluate tenant requests for rent relief based on many factors, including the tenant’s financial strength and operating history, potential co-tenancy impacts, the tenant’s contribution to the shopping center in which it operates, the Company’s assessment of the tenant’s long-term viability, the difficulty or ease with which the tenant could be replaced, and other factors. As a result of this evaluation, the Company agreed to defer rent for a portion of its tenants, subject to certain conditions. The Company had deferred the collection of $ 2.9 million of rental income that remains outstanding as of December 31, 2021. To the extent the Company agrees to defer rent or is otherwise unable to collect rent for certain periods, the Company will realize decreased cash flow, which could significantly decrease the cash available for the Company’s operating and capital uses. As of December 31, 2021, future minimum rentals to be received under non-cancelable operating leases for each of the next five years and thereafter, excluding variable lease payments and amounts deferred under lease concession agreements, are as follows: ($ in thousands) Lease Payments 2022 $ 589,763 2023 540,899 2024 474,392 2025 405,830 2026 339,723 Thereafter 1,782,554 Total $ 4,133,161 F-41 Commitments under Ground Leases In connection with the Merger, the Company assumed three ground leases in which we lease (as lessee) all or a portion of the land under three retail operating properties acquired. As of December 31, 2021, we are obligated under 12 ground leases for approximately 98 acres of land. Most of these ground leases require fixed annual rent payments. The expiration dates of the remaining initial terms of these ground leases range from 2023 to 2092 with a weighted average remaining term of 35.6 years. Certain of these leases have five - to 10-year extension options ranging in total from 20 to 25 years. Right-of-use assets are included within “Prepaid and other assets” and the lease liabilities are included within “Deferred revenue and other liabilities” in the accompanying consolidated balance sheets. During the years ended December 31, 2021, 2020, and 2019, the Company incurred ground lease expense on these operating leases of $ 2.8 million, $ 1.9 million, and $ 1.8 million, respectively. The Company made payments of $ 2.6 million, $ 1.8 million and $ 1.7 million during the years ended December 31, 2021, 2020 and 2019, respectively, which were included in operating cash flows. As of December 31, 2021, future minimum lease payments due under ground leases for each of the next five years and thereafter are as follows: ($ in thousands) Lease Obligations 2022 $ 4,986 2023 4,811 2024 4,776 2025 4,900 2026 4,905 Thereafter 115,528 Total $ 139,906 Adjustment for discounting ( 69,669 ) Lease liabilities as of December 31, 2021 $ 70,237 NOTE 11. SHAREHOLDERS’ EQUITY Distributions Our Board of Trustees declared a cash distribution of $ 0.19 per common share and Common Unit for the fourth quarter of 2021. This distribution was paid on January 14, 2022 to common shareholders and Common Unit holders of record as of January 7, 2022. For the years ended December 31, 2021, 2020 and 2019, we declared cash distributions totaling $ 0.68 , $ 0.4495 , and $ 1.27 , respectively, per common share and Common Units. At-The-Market Offering Program On February 23, 2021, the Company and the Operating Partnership entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with each of BofA Securities, Inc., Citigroup Global Markets Inc., KeyBanc Capital Markets Inc. and Raymond James & Associates, Inc., pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $ 150.0 million of its common shares of beneficial interest, $ 0.01 par value per share under an at-the-market offering program (the “ATM Program”). On November 30, 2021, the Company and the Operating Partnership amended the Equity Distribution Agreement to reflect their filing of a shelf registration statement on November 16, 2021 with the SEC. As of December 31, 2021, the Company has no t sold any common shares under the ATM Program. The Operating Partnership intends to use the net proceeds, if any, to repay borrowings under its Revolving Facility and other indebtedness and for working capital and other general corporate purposes. The Operating Partnership may also use net proceeds for acquisitions of operating properties and the development or redevelopment of properties, although there are currently no understandings, commitments or agreements to do so. F-42 Share Repurchase Plan In February 2021, the Company’s Board of Trustees approved a share repurchase program, authorizing share repurchases up to an aggregate of $ 150.0 million (the “Share Repurchase Program”). In February 2022, the Company extended its share repurchase program for an additional year. The Share Repurchase Program, as extended, will terminate on February 28, 2023, if not terminated or extended prior to that date. As of December 31, 2021, the Company has no t repurchased any shares under its Share Repurchase Program. The Company intends to fund any future repurchases under the Share Purchase Program with cash on hand or availability under its Revolving Facility, subject to any applicable restrictions. The timing of share repurchases and the number of common shares to be repurchased under the Share Repurchase Program will depend upon prevailing market conditions, regulatory requirements and other factors. Dividend Reinvestment and Share Purchase Plan We maintain a Dividend Reinvestment and Share Purchase Plan, which offers investors the option to invest all or a portion of their common share dividends in additional common shares. Participants in this plan are also able to make optional cash investments with certain restrictions. NOTE 12. COMMITMENTS AND CONTINGENCIES Other Commitments and Contingencies We are obligated under various completion guarantees with certain lenders and lease agreements with tenants to complete all or portions of a development project and tenant-specific space currently under construction. We believe we currently have sufficient financing in place to fund these projects and expect to do so primarily through borrowings on our Revolving Facility. In 2017, we provided a repayment guaranty on a $ 33.8 million construction loan associated with the development of the Embassy Suites at the University of Notre Dame, consistent with our 35 % ownership interest. Our portion of the repayment guaranty is limited to $ 5.9 million and the guaranty’s term is through July 1, 2024, the maturity date of the construction loan. As of December 31, 2021, the outstanding loan balance is $ 33.6 million, of which our share is $ 11.8 million. As of December 31, 2021, we had outstanding letters of credit totaling $ 1.5 million with no amounts advanced against these instruments. Legal Proceedings We are parties to routine litigation, claims, and administrative proceedings arising in the ordinary course of business. Management believes that such matters will not have a material adverse impact on our consolidated financial condition, results of operations or cash flows taken as a whole. As previously disclosed in our joint proxy statement/prospectus, beginning on August 27, 2021, two purported RPAI stockholders filed substantially similar complaints against RPAI and the members of the RPAI board of directors (the “RPAI Board”) in the United States District Court for the Southern District of New York. One of these complaints also named Kite Realty and Merger Sub as defendants. The complaints were captioned as follows: Wang v. Retail Properties of America, Inc. et al., No. 1:21-cv-07237 (S.D.N.Y. filed August 27, 2021); and Hopkins v. Retail Properties of America, Inc. et al., No. 1:21-cv-07324 (S.D.N.Y. filed August 31, 2021). The complaints variously asserted, among other things, claims under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14a-9 promulgated thereunder against RPAI and the members of the RPAI Board and claims under Section 20(a) of the Exchange Act against the members of the RPAI Board (and, in one case, Kite Realty and Merger Sub) for allegedly causing a materially incomplete and misleading registration statement on Form S-4 to be filed on August 23, 2021 with the SEC. Four additional lawsuits were filed against RPAI and the members of the RPAI Board between September 14, 2021 and October 8, 2021 under the captions Callebs v. Retail Properties of America, Inc. et al., No. 1:21-cv-07593 (S.D.N.Y. filed September 10, 2021); Sheridan v. Retail Properties of America, Inc., et al., No. 1:21-cv-04066-SCJ (N.D.Ga. filed October 1, 2021); Whitfield v. Retail Properties of America, Inc. et al., No. 2:21-cv-04390 (E.D.Pa. filed October 6, 2021); and Reinhardt v Retail Properties of America, Inc. et al., No. 1:21-cv-04187 (N.D. Ga. filed October 8, 2021), which were substantially similar to the other two complaints. Also, on September 15, 2021, a purported Kite Realty shareholder filed a complaint against Kite Realty and the members of the Kite Realty board of trustees in the United States District Court for the Eastern District of New York, captioned as follows: Gentry v. Kite Realty Group Trust et al., No. 1:21-cv-05142 (E.D.N.Y. filed September 15, 2021). The complaint asserted substantially similar claims under Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 as the other complaints against RPAI and the RPAI Board. F-43 Plaintiffs sought, among other things, to enjoin or rescind the Merger, an award of damages in the event the Merger was consummated, and an award of costs and attorneys’ fees. Subsequent to completion of the RPAI merger, and subsequent to December 31, 2021, the lawsuits described in the preceding paragraph were voluntarily dismissed. We believe that the claims asserted in the actions were without merit . NOTE 13. RELATED PARTIES AND RELATED PARTY TRANSACTIONS Subsidiaries of the Company provide certain management, construction management and other services to certain entities owned by certain members of the Company’s management. During each of the years ended December 31, 2021, 2020 and 2019, we earned less than $ 0.1 million from entities owned by certain members of management. We reimburse entities owned by certain members of our management for certain travel and related services. During the years ended December 31, 2021, 2020 and 2019, we paid $ 0.3 million, $ 0.5 million and $ 0.8 million, respectively, to this related entity. NOTE 14. SUBSEQUENT EVENTS Subsequent to December 31, 2021, we: • closed on the disposition of a portion of Hamilton Crossing Centre, a redevelopment property located in the Indianapolis MSA, for a sales price of $ 6.9 million; • closed on the acquisition of Pebble Marketplace, an 85,796 square foot multi-tenant retail property located in the Las Vegas MSA, for a gross purchase price of $ 44.1 million; • repaid the $ 41.2 million mortgage that previously encumbered Bayonne Crossing; and • granted 363,883 LTIP Units to the Company’s named executive officers as a special long-term equity award related to the Merger, which are subject to both performance and service conditions. The LTIP Units granted are subject to an approximate three-year performance and service period, from October 23, 2021 through December 31, 2024 and the performance components are as follows: (i) cumulative annualized net operating income for executed new leases from October 1, 2021 to December 31, 2024, which will be weighted at 60 %; (ii) post-Merger cash general and administrative expense synergies achieved as of the end of the performance period, which will be weighted at 20 %; and (iii) same property net operating income margin improvement over the performance period, which will be weighted at 20 %. Overall performance is further subject to an absolute total shareholder return modifier that has the ability to increase (or decrease) the total number of LTIP Units eligible to vest by 25 % (not to exceed the maximum number of LTIP Units). Distributions will accrue during the performance period and will be paid only on LTIP Units that vest at the conclusion of the performance period, and any accrued distributions on vested LTIP Units will be settled in cash at such time. F-44 KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES Schedule III Consolidated Real Estate and Accumulated Depreciation December 31, 2021 ($ in thousands) Initial Cost Cost Capitalized Subsequent to Acquisition/Development Gross Carrying Amount Close of Period Name Encumbrances Land Building & Improvements Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Built / Renovated Year Acquired Operating Properties 12th Street Plaza $ — $ 2,624 $ 12,691 $ — $ 964 $ 2,624 $ 13,655 $ 16,279 $ 4,897 1978/2003 2012 54th & College — 2,672 — — — 2,672 — 2,672 — 2008 NA Arcadia Village — 8,487 10,911 — — 8,487 10,911 19,398 178 1957 2021 Ashland & Roosevelt — 9,932 25,714 — — 9,932 25,714 35,646 405 2002 2021 Avondale Plaza — 6,661 10,269 — — 6,661 10,269 16,930 135 2005 2021 Bayonne Crossing 41,249 47,809 43,840 — 1,008 47,809 44,848 92,657 14,203 2011 2014 Bayport Commons — 7,005 20,776 — 4,600 7,005 25,376 32,381 9,061 2008 NA Bed Bath & Beyond Plaza — 4,602 13,041 — — 4,602 13,041 17,643 202 2000 2021 Belle Isle Station — 9,130 41,145 — 6,447 9,130 47,592 56,722 14,932 2000 2015 Bridgewater Marketplace — 3,407 8,533 — 1,244 3,407 9,776 13,183 4,045 2008 NA Burlington* — — 2,773 — 29 — 2,802 2,802 2,420 1992/2000 2000 Castleton Crossing — 9,761 28,052 — 947 9,761 28,999 38,760 9,381 1975 2013 Cedar Park Town Center — 9,107 16,658 — — 9,107 16,658 25,765 205 2013 2021 Centennial Center 70,455 58,960 72,626 — 5,910 58,960 78,537 137,497 29,855 2002 2014 Centennial Gateway 23,962 5,305 48,587 — 807 5,305 49,394 54,699 14,319 2005 2014 Central Texas Marketplace — 13,339 32,784 — — 13,339 32,784 46,123 582 2004 2021 Centre at Laurel — 5,998 31,674 — — 5,998 31,674 37,672 429 2005 2021 Centre Point Commons* 14,410 2,918 22,310 — 362 2,918 22,672 25,590 6,691 2007 2014 Chantilly Crossing — 11,941 18,482 — — 11,941 18,482 30,423 257 2004 2021 Chapel Hill Shopping Center* 18,250 — 35,046 — 1,947 — 36,993 36,993 11,225 2001 2015 City Center — 20,565 179,992 — 4,762 20,565 184,754 205,319 53,930 2018 2014 Clearlake Shores Shopping Center — 3,899 6,936 — — 3,899 6,936 10,835 106 2003 2021 Coal Creek Marketplace — 4,119 12,507 — — 4,119 12,507 16,626 222 1991 2021 Cobblestone Plaza — 10,374 44,828 — 2,977 10,374 47,805 58,179 15,355 2011 NA Colleyville Downs — 5,446 38,482 — 2,507 5,446 40,989 46,435 15,202 2014 2015 Colonial Square — 7,521 18,647 — 2,202 7,521 20,849 28,370 5,786 2010 2014 Colony Square — 20,442 19,772 — — 20,442 19,772 40,214 363 1997 2021 Commons at Temecula — 18,514 41,898 — — 18,514 41,898 60,412 706 1999 2021 Cool Creek Commons — 6,062 13,408 — 4,243 6,062 17,651 23,713 7,935 2005 NA Cool Springs Market — 12,644 22,737 40 7,253 12,684 29,990 42,674 11,694 1995 2013 Coppell Town Center — 5,115 11,349 — — 5,115 11,349 16,464 189 1999 2021 Coram Plaza — 6,877 19,148 — 2 6,877 19,150 26,027 280 2004 2021 Crossing at Killingly Commons — 21,999 34,968 — 395 21,999 35,362 57,361 11,830 2010 2014 Cypress Mill Plaza — 6,378 10,003 — — 6,378 10,003 16,381 147 2004 2021 F-45 Initial Cost Cost Capitalized Subsequent to Acquisition/Development Gross Carrying Amount Close of Period Name Encumbrances Land Building & Improvements Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Built / Renovated Year Acquired Operating Properties (continued) Davis Towne Crossing $ — $ 1,005 $ 8,858 $ — $ — $ 1,005 $ 8,858 $ 9,863 $ 123 2003 2021 Delray Marketplace 29,013 18,750 88,217 1,284 7,635 20,034 95,852 115,886 27,910 2013 NA Denton Crossing — 8,354 38,907 — — 8,354 38,907 47,261 604 2003 2021 DePauw University Bookstore & Café* — 64 663 — 45 64 708 772 464 2012 NA Downtown Crown — 25,657 73,363 — ( 1,057 ) 25,657 72,306 97,963 1,103 2014 2021 Draper Crossing — 9,054 27,229 — 985 9,054 28,214 37,268 9,462 2012 2014 Draper Peaks — 11,498 46,984 522 5,257 12,020 52,240 64,260 13,419 2012 2014 East Stone Commons* — 3,746 18,461 — — 3,746 18,461 22,207 365 2005 2021 Eastern Beltway 34,100 23,221 45,717 — 5,165 23,221 50,883 74,104 13,691 1998/2006 2014 Eastgate Crossing — 4,244 59,326 — 1,195 4,244 60,520 64,764 2,737 1958/2007 2020 Eastgate Pavilion — 8,026 18,183 — 1,592 8,026 19,774 27,800 9,306 1995 2004 Eastside — 3,302 11,941 — — 3,302 11,941 15,243 148 2008 2021 Eastwood Towne Center — 3,153 57,731 — — 3,153 57,731 60,884 946 2002 2021 Eddy Street Commons* — 1,900 36,940 — 1,241 1,900 38,181 40,081 14,960 2009 NA Edwards Multiplex — 22,692 28,305 — — 22,692 28,305 50,997 435 1997 2021 Estero Town Commons — 8,973 9,941 — 1,018 8,973 10,959 19,932 4,433 2006 NA Fairgrounds Plaza — 12,792 12,731 — — 12,792 12,731 25,523 183 2002 2021 Fishers Station — 4,008 15,607 — 217 4,008 15,824 19,832 5,940 2018 NA Fordham Place — 43,274 103,261 — 4 43,274 103,265 146,539 1,199 1920/2009 2021 Fort Evans Plaza II — 14,019 37,138 — — 14,019 37,138 51,157 562 2008 2021 Fullerton Metrocenter — 55,643 45,695 — — 55,643 45,695 101,338 755 1988 2021 Galvez Shopping Center — 509 4,957 — — 509 4,957 5,466 69 2004 2021 Gardiner Manor Mall — 28,599 25,048 — — 28,599 25,048 53,647 434 2000 2021 Gateway Pavillions — 43,615 16,881 — — 43,615 16,881 60,496 332 2003 2021 Gateway Plaza — 15,567 22,136 — — 15,567 22,136 37,703 445 2000 2021 Gateway Station — 10,614 11,213 — — 10,614 11,213 21,827 173 2003 2021 Gateway Village 30,996 33,289 31,100 — — 33,289 31,100 64,389 547 1996 2021 Geist Pavilion — 1,368 8,267 — 2,632 1,368 10,899 12,267 5,340 2006 NA Gerry Centennial Plaza — 3,452 10,483 — — 3,452 10,483 13,935 208 2006 2021 Grapevine Crossing — 7,095 12,951 — 123 7,095 13,074 20,169 208 2001 2021 Green's Corner — 4,820 10,965 — — 4,820 10,965 15,785 199 1997 2021 Greyhound Commons — 2,629 794 — 1,086 2,629 1,880 4,509 1,025 2005 NA Gurnee Town Center — 7,219 20,945 — 4 7,219 20,949 28,168 363 2000 2021 Henry Town Center — 9,372 51,111 — — 9,372 51,111 60,483 831 2002 2021 Heritage Square — 11,556 16,546 — 46 11,556 16,591 28,147 273 1985 2021 Heritage Towne Crossing — 5,811 14,560 — — 5,811 14,560 20,371 225 2002 2021 Holly Springs Towne Center — 22,324 94,493 — 6,805 22,324 101,298 123,622 23,176 2013 NA Home Depot Center* — — 20,271 — — — 20,271 20,271 317 1996 2021 Huebner Oaks — 19,327 37,386 — — 19,327 37,386 56,713 673 1996 2021 F-46 Initial Cost Cost Capitalized Subsequent to Acquisition/Development Gross Carrying Amount Close of Period Name Encumbrances Land Building & Improvements Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Built / Renovated Year Acquired Operating Properties (continued) Humblewood Shopping Center $ — $ 3,952 $ 10,604 $ — $ 92 $ 3,952 $ 10,696 $ 14,648 $ 153 1979/2005 2021 Hunter's Creek Promenade — 8,017 12,529 179 1,192 8,196 13,720 21,916 4,239 1994 2013 Indian River Square — 4,000 6,037 1,100 2,535 5,100 8,572 13,672 3,558 1997/2004 2005 International Speedway Square — 7,157 12,864 — 7,864 7,157 20,728 27,885 12,030 1999 NA Jefferson Commons — 23,787 21,392 — 152 23,787 21,544 45,331 359 2005 2021 John's Creek Village — 7,735 35,975 — 125 7,735 36,100 43,835 514 2004 2021 King's Lake Square — 4,519 15,397 — 1,696 4,519 17,093 21,612 9,286 1986/2014 2003 Kingwood Commons — 5,715 30,598 — 234 5,715 30,832 36,547 12,487 1999 2013 La Plaza Del Norte — 18,271 34,895 — — 18,271 34,895 53,166 567 1996 2021 Lake City Commons — 4,693 12,211 — 329 4,693 12,540 17,233 4,086 2008 2014 Lake Mary Plaza — 1,413 8,664 — 231 1,413 8,895 10,308 2,321 2009 2014 Lake Worth Towne Crossing — 6,099 28,662 — — 6,099 28,662 34,761 397 2005 2021 Lakewood Towne Center — 33,903 33,072 — 5 33,903 33,077 66,980 563 2002 2021 Lincoln Park — 14,974 39,289 — — 14,974 39,289 54,263 657 1997 2021 Lincoln Plaza — 16,522 40,431 — 103 16,522 40,534 57,056 615 2001 2021 Lithia Crossing — 3,065 9,266 — 3,872 3,065 13,138 16,203 5,367 1994/2003 2011 Lowe's/Bed Bath & Beyond — 19,894 — — — 19,894 — 19,894 — 2005 2021 MacArthur Crossing — 8,193 13,864 — — 8,193 13,864 22,057 246 1995 2021 Main Street Promenade — 2,569 60,841 — 2 2,569 60,843 63,412 621 2003 2021 Manchester Meadows — 10,788 30,024 — — 10,788 30,024 40,812 575 1994 2021 Mansfield Towne Crossing — 2,983 14,033 — — 2,983 14,033 17,016 216 2003 2021 Market Street Village — 9,764 16,360 — 3,819 9,764 20,179 29,943 9,243 1970/2004 2005 Merrifield Town Center — 5,014 41,300 — — 5,014 41,300 46,314 497 2008 2021 Merrifield Town Center II — 19,852 23,453 — — 19,852 23,453 43,305 270 1972/2007 2021 Miramar Square 31,625 26,492 27,982 389 12,541 26,880 40,524 67,404 8,832 2008 2014 Mullins Crossing* — 10,582 42,103 — 6,185 10,582 48,288 58,870 15,891 2005 2014 Naperville Marketplace — 5,364 11,475 — 160 5,364 11,634 16,998 4,683 2008 NA New Forest Crossing — 7,197 10,178 — — 7,197 10,178 17,375 167 2003 2021 New Hyde Park Shopping Center — 10,888 9,895 — — 10,888 9,895 20,783 114 1964/2011 2021 Newnan Crossing — 6,872 40,106 — — 6,872 40,106 46,978 615 1999 2021 Newton Crossroads — 1,024 12,025 — — 1,024 12,025 13,049 199 1997 2021 Nora Plaza 3,578 3,790 21,293 4,996 12,299 8,786 33,593 42,379 3,648 2004 2019 North Benson Center — 16,847 10,184 — — 16,847 10,184 27,031 206 1988 2021 Northcrest Shopping Center — 4,044 33,921 — 1,108 4,044 35,030 39,074 9,465 2008 2014 Northdale Promenade — 1,718 26,309 — 274 1,718 26,583 28,301 13,558 2017 NA Northgate North 23,632 20,246 48,082 — 27 20,246 48,109 68,355 741 1999 2021 Northpointe Plaza — 16,020 34,341 — 1 16,020 34,342 50,362 641 1991 2021 Oak Brook Promenade — 6,600 49,728 — — 6,600 49,728 56,328 770 2006 2021 Oleander Place* — 847 5,781 — 285 847 6,067 6,914 2,765 2012 2011 F-47 Initial Cost Cost Capitalized Subsequent to Acquisition/Development Gross Carrying Amount Close of Period Name Encumbrances Land Building & Improvements Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Built / Renovated Year Acquired Operating Properties (continued) One Loudoun Downtown $ — $ 74,829 $ 104,149 $ — $ 208 $ 74,829 $ 104,357 $ 179,186 $ 1,095 2013 2021 Oswego Commons — 5,479 8,914 — — 5,479 8,914 14,393 172 2002 2021 Paradise Valley Marketplace — 7,029 34,160 — — 7,029 34,160 41,189 522 2002 2021 Parkside Town Commons — 21,796 107,119 ( 60 ) 11,981 21,736 119,100 140,836 30,664 2015 N/A Parkway Towne Crossing — 15,246 28,138 — — 15,246 28,138 43,384 335 2010 2021 Pavilion at Kings Grant — 5,124 37,097 — 7 5,124 37,103 42,227 576 2002 2021 Pelham Manor Shopping Plaza* — — 30,145 — — — 30,145 30,145 405 2008 2021 Peoria Crossing — 18,961 19,215 — — 18,961 19,215 38,176 310 2002 2021 Perimeter Woods — 6,893 27,100 — 1,940 6,893 29,040 35,933 7,841 2008 2014 Pine Ridge Crossing — 5,640 16,904 — 4,178 5,640 21,081 26,721 8,888 1994 2006 Plaza at Cedar Hill — 5,782 36,445 — 12,150 5,782 48,595 54,377 24,216 2000 2004 Plaza at Marysville — 6,771 18,436 — — 6,771 18,436 25,207 308 1995 2021 Plaza Del Lago — 14,993 20,621 — — 14,993 20,621 35,614 377 1928/2019 2021 Pleasant Hill Commons — 3,350 9,030 — 437 3,350 9,467 12,817 2,564 2008 2014 Pleasant Run Towne Crossing — 4,506 23,906 — — 4,506 23,906 28,412 376 2004 2021 Portofino Shopping Center — 4,721 71,493 — 19,981 4,721 91,473 96,194 31,433 1999 2013 Publix at Woodruff — 1,783 6,259 — 869 1,783 7,128 8,911 4,070 1997 2012 Rampart Commons 8,097 1,136 42,321 — 535 1,136 42,856 43,992 13,950 2018 2014 Rangeline Crossing — 1,981 18,137 — 506 1,981 18,643 20,624 7,927 1986/2013 NA Reisterstown Road Plaza — 16,531 31,039 — 1 16,531 31,041 47,572 599 1986/2018 2021 Riverchase Plaza — 3,889 11,404 — 1,188 3,889 12,592 16,481 5,759 1991/2001 2006 Rivers Edge — 5,647 29,949 — 2,320 5,647 32,269 37,916 11,856 2011 2008 Rivery Towne Crossing — 5,198 3,459 — — 5,198 3,459 8,657 108 2005 2021 Royal Oaks Village II — 3,497 9,677 — — 3,497 9,677 13,174 136 2004 2021 Sawyer Heights Village — 18,437 21,401 — — 18,437 21,401 39,838 268 2007 2021 Saxon Crossing 11,400 3,764 16,804 — 545 3,764 17,348 21,112 5,671 2009 2014 Shoppes at Hagerstown — 6,628 16,183 — — 6,628 16,183 22,811 209 2008 2021 Shoppes at Plaza Green — 3,749 22,255 — 1,546 3,749 23,801 27,550 9,059 2000 2012 Shoppes of Eastwood — 1,688 8,959 — 710 1,688 9,670 11,358 4,172 1997 2013 Shoppes of New Hope — 2,118 9,105 — — 2,118 9,105 11,223 146 2004 2021 Shoppes of Prominence Point — 2,857 11,775 — — 2,857 11,775 14,632 182 2004 2021 Shops at Eagle Creek — 2,121 7,696 — 5,346 2,121 13,042 15,163 6,162 1998 2003 Shops at Forest Commons — 1,558 9,389 — — 1,558 9,389 10,947 144 2002 2021 Shops at Julington Creek 4,785 2,372 7,300 — 260 2,372 7,561 9,933 1,787 2011 2014 Shops at Moore 21,300 6,284 23,773 — 1,438 6,284 25,211 31,495 6,322 2010 2014 Shops at Park Place — 8,152 18,967 — — 8,152 18,967 27,119 310 2001 2021 Silver Springs Pointe — 7,580 4,992 — 311 7,580 5,303 12,883 1,865 2001 2014 Southlake Corners — 7,872 17,171 — — 7,872 17,171 25,043 266 2004 2021 Southlake Town Square — 19,757 338,690 — 164 19,757 338,854 358,611 4,124 1998 2021 F-48 Initial Cost Cost Capitalized Subsequent to Acquisition/Development Gross Carrying Amount Close of Period Name Encumbrances Land Building & Improvements Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Built / Renovated Year Acquired Operating Properties (continued) Stilesboro Oaks $ — $ 3,728 $ 9,933 $ — $ — $ 3,728 $ 9,933 $ 13,661 $ 192 1997 2021 Stonebridge Plaza — 1,874 7,970 — — 1,874 7,970 9,844 128 1997 2021 Stoney Creek Commons — 628 3,700 — 5,913 628 9,613 10,241 4,598 2000 NA Sunland Towne Centre — 14,774 21,775 — 3,559 14,774 25,334 40,108 12,179 1996 2004 Tacoma South — 30,658 3,160 — — 30,658 3,160 33,818 33 1984 2021 Target South Center — 2,611 9,545 — — 2,611 9,545 12,156 160 1999 2021 Tarpon Bay Plaza — 3,855 23,369 — 3,601 3,855 26,970 30,825 9,152 2007 NA The Brickyard — 28,948 22,537 — — 28,948 22,537 51,485 355 1977/2004 2021 The Corner 14,750 3,772 24,351 — 30 3,772 24,381 28,153 6,435 2008 2014 The Shoppes at Union Hill 10,988 10,021 46,599 — 5 10,021 46,604 56,625 669 2003 2021 The Shops at Legacy — 15,062 126,169 — 7 15,062 126,176 141,238 1,994 2002 2021 Tollgate Marketplace — 11,824 67,349 — — 11,824 67,349 79,173 1,115 1979/1994 2021 Toringdon Market — 5,448 9,539 — 164 5,448 9,703 15,151 3,180 2004 2013 Towson Square — 1,403 27,373 — — 1,403 27,373 28,776 326 2014 2021 Traders Point — 11,819 42,941 — 2,480 11,819 45,421 57,240 24,685 2005 NA Tradition Village Center — 3,140 14,840 — 841 3,140 15,682 18,822 4,627 2006 2014 Tysons Corner — 13,177 10,883 — — 13,177 10,883 24,060 113 1980/2013 2021 Village Shoppes at Simonton — 1,632 10,086 — — 1,632 10,086 11,718 155 2004 2021 Walter's Crossing — 13,098 20,328 — 47 13,098 20,374 33,472 288 2005 2021 Watauga Pavilion — 5,559 24,166 — — 5,559 24,166 29,725 348 2003 2021 Waterford Lakes Village — 2,317 6,388 — 918 2,317 7,306 9,623 3,370 1997 2004 Waxahachie Crossing — 1,411 15,451 — ( 46 ) 1,411 15,405 16,816 3,689 2010 2014 Winchester Commons — 2,135 9,366 — — 2,135 9,366 11,501 168 1999 2021 Woodinville Plaza — 25,020 26,521 — — 25,020 26,521 51,541 464 1981 2021 Total Operating Properties 392,590 1,811,198 4,964,973 8,448 221,867 1,819,646 5,186,840 7,006,486 795,510 F-49 Initial Cost Cost Capitalized Subsequent to Acquisition/Development Gross Carrying Amount Close of Period Name Encumbrances Land Building & Improvements Land Building & Improvements Land Building & Improvements Total Accumulated Depreciation Year Built / Renovated Year Acquired Office and Other Properties Thirty South Meridian $ — $ 1,643 $ 9,669 $ — $ 22,234 $ 1,643 $ 31,903 $ 33,546 $ 15,858 1905/2002 2001 Pan Am Plaza Garage — — 29,536 — 276 — 29,813 29,813 11,981 1986 2019 Union Station Parking Garage — 904 2,650 — 2,086 904 4,736 5,640 2,214 1986 2001 Total Office Properties — 2,547 41,856 — 24,596 2,547 66,452 68,999 30,053 Development and Redevelopment Projects Carillon — 70,750 253 — 2,383 70,750 2,637 73,387 — 2004 2021 Circle East — 6,110 36,220 — 569 6,110 36,789 42,899 261 1998 2021 Eddy Street Commons – Phase II* — 2,599 13,739 — — 2,599 13,739 16,337 811 N/A N/A Glendale Town Center — 1,494 44,005 ( 187 ) 16,767 1,307 60,772 62,079 33,827 N/A N/A Hamilton Crossing Centre — 5,549 11,250 ( 19 ) — 5,531 11,250 16,781 4,680 N/A N/A One Loudoun – Residential & Commercial — 70,000 121,327 — 1,910 70,000 123,237 193,237 404 N/A 2021 Shoppes at Quarterfield — 2,190 9,472 — 876 2,190 10,348 12,538 184 1999 2021 The Landing at Tradition — 18,505 46,105 — 5,781 18,505 51,886 70,391 12,861 2007 2014 Total Development and Redevelopment Projects — 177,197 282,370 ( 206 ) 28,287 176,991 310,657 487,648 53,029 Other ** Bridgewater Marketplace — 1,103 — — — 1,103 — 1,103 — N/A N/A KRG Development — — 796 — — — 796 796 715 N/A N/A KRG New Hill — 1,824 — — — 1,824 — 1,824 — N/A N/A KRG Peakway — 3,833 — — — 3,833 — 3,833 — N/A N/A Pan Am Plaza — 14,044 — — — 14,044 — 14,044 — N/A N/A Total Other — 20,805 796 — — 20,805 796 21,601 715 Line of credit/Term loans/Unsecured notes 2,699,635 — — — — — — — — N/A N/A Grand Total $ 3,092,225 $ 2,011,747 $ 5,289,995 $ 8,242 $ 274,750 $ 2,019,989 $ 5,564,746 $ 7,584,735 $ 879,306 * This property or a portion of the property is subject to a ground lease for the land. ** This category generally includes land held for development. We also have certain additional land parcels at our development and operating properties, which amounts are included elsewhere in this table. F-50 KITE REALTY GROUP TRUST AND KITE REALTY GROUP, L.P. AND SUBSIDIARIES Notes to Schedule III Consolidated Real Estate and Accumulated Depreciation ($ in thousands) NOTE 1. RECONCILIATION OF INVESTMENT PROPERTIES The changes in investment properties of the Company for the years ended December 31, 2021, 2020, and 2019 are as follows: 2021 2020 2019 Balance, beginning of year $ 3,136,982 $ 3,079,616 $ 3,633,376 Acquisitions related to the Merger 4,440,768 — — Acquisitions 15,263 63,570 57,494 Improvements 54,323 39,544 52,713 Impairment — — ( 56,948 ) Disposals ( 62,601 ) ( 45,748 ) ( 607,019 ) Balance, end of year $ 7,584,735 $ 3,136,982 $ 3,079,616 The unaudited aggregate cost of investment properties for U.S. federal tax purposes as of December 31, 2021 was $ 7.8 billion. NOTE 2. RECONCILIATION OF ACCUMULATED DEPRECIATION The changes in accumulated depreciation of the Company for the years ended December 31, 2021, 2020, and 2019 are as follows: 2021 2020 2019 Balance, beginning of year $ 750,119 $ 661,546 $ 695,012 Depreciation expense 154,519 113,973 117,216 Impairment — — ( 19,226 ) Disposals ( 25,332 ) ( 25,400 ) ( 131,456 ) Balance, end of year $ 879,306 $ 750,119 $ 661,546 Depreciation of investment properties reflected in the consolidated statements of operations and comprehensive income is calculated over the estimated original lives of the assets as follows: Buildings 20 – 35 years Building improvements 10 – 35 years Tenant improvements Term of related lease Furniture and Fixtures 5 – 10 years All other schedules have been omitted because they are inapplicable, not required or the information is included elsewhere in the consolidated financial statements or notes thereto. F-51