frt-20220930

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

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

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

FEDERAL REALTY INVESTMENT TRUST

FEDERAL REALTY OP LP

(Exact Name of Registrant as Specified in its Charter)

Maryland (Federal Realty Investment Trust)

87-3916363

Delaware (Federal Realty OP LP)

52-0782497

(State of Organization)

(IRS Employer Identification No.)

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

(Address of Principal Executive Offices) (Zip Code)

(301) 998-8100

(Registrant’s Telephone Number, Including Area Code)

Federal Realty Investment Trust


Title of Each Class	Trading Symbol	Name of Each Exchange On Which Registered
Common Shares of Beneficial Interest	FRT	New York Stock Exchange
$.01 par value per share, with associated Common Share Purchase Rights

Depositary Shares, each representing 1/1000 of a share of	FRT-C	New York Stock Exchange
5.00% Series C Cumulative Redeemable Preferred Stock, $.01 par value per share

Federal Realty OP LP


Title of Each Class	Trading Symbol	Name of Each Exchange On Which Registered
None	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Federal Realty Investment Trust ☒ Yes ☐ No Federal Realty OP LP ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Federal Realty Investment Trust ☒ Yes ☐ No Federal Realty OP LP ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.:

Federal Realty Investment Trust

Federal Realty OP LP

Large Accelerated Filer

☒

Accelerated filer

☐

Large Accelerated Filer

☒

Accelerated filer

☐

Non-Accelerated Filer

☐

Smaller reporting company

☐

Non-Accelerated Filer

☐

Smaller reporting company

☐

Emerging growth company

☐

Emerging growth company

☐

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

Federal Realty Investment Trust ☐ Yes ☐ No Federal Realty OP LP ☐ Yes ☐ No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Federal Realty Investment Trust ☐ Yes ☒ No Federal Realty OP LP ☐ Yes ☒ No

The number of registrant’s common shares outstanding on October 31, 2022 was 81,209,479.

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EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarter ended September 30, 2022, of Federal Realty Investment Trust and Federal Realty OP, LP. Unless stated otherwise or the context otherwise requires, references to "Federal Realty Investment Trust," the "Parent Company" or the "Trust" mean Federal Realty Investment Trust; and references to "Federal Realty OP LP" or the "Operating Partnership" mean Federal Realty OP LP. The term "the Company," "we," "us," and "our" refer to the Parent Company and its business and operations conducted through its directly and indirectly owned subsidiaries, including the Operating Partnership. References to "shares" and "shareholders" refer to the shares and shareholders of the Parent Company and not the limited partnership interests for limited partners of the Operating Partnership.

The Parent Company is a real estate investment trust ("REIT") that owns 100% of the limited liability company interests of, is the sole member of, and exercises exclusive control over Federal Realty GP LLC (the "General Partner"), which is the sole general partner of the Operating Partnership. As of September 30, 2022, the Parent Company owned 100% of the outstanding partnership units (the "OP Units") in the Operating Partnership.

The Company believes combining the quarterly reports on Form 10-Q of the Parent Company and the Operating Partnership into this single report provides the following benefits:

•Enhances investors' understanding of the Parent Company and the Operating Partnership by enabling investors to view the businesses as a whole in the same manner as management views and operates the business;

•Eliminates duplicate disclosure and provides a more streamlined and readable presentation; and

•Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

Management operates the Parent Company and the Operating Partnership as one business. Since the Operating Partnership is managed by the Parent Company, and the Parent Company conducts substantially all of its operations through the Operating Partnership, the management of the Parent Company consists of the same individuals as the management of the Operating Partnership.

We believe it is important to understand the few differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its direct and indirect interest in the Operating Partnership. As a result, the Parent Company does not conduct business itself other than issuing public equity from time to time. The Parent Company is not expected to incur any material indebtedness. The Operating Partnership holds substantially all of our assets and retains the ownership interests in the Company's joint ventures. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for OP Units, the Operating Partnership generates all capital required by the Company’s business. Sources of this capital include the Operating Partnership’s operations, its direct or indirect incurrence of indebtedness, and the issuance of partnership units.

Stockholders' equity, partner capital, and non-controlling interests are the primary areas of difference between the unaudited Condensed Consolidated Financial Statements of the Parent Company and those of the Operating Partnership. The Operating Partnership’s capital currently includes OP Units owned by the Parent, and may in the future include OP Units owned by third parties. OP Units owned by third parties, if any, are accounted for in capital in the Operating Partnership’s financial statements and in non-controlling interests in the Parent Company’s financial statements.

The Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have assets other than its investment in the Operating Partnership. Therefore, while stockholders’ equity and partners' capital differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements.

In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements (but combined footnotes), separate controls and procedures sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company.

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FEDERAL REALTY INVESTMENT TRUST

FEDERAL REALTY OP LP

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED SEPTEMBER 30, 2022

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PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3

Federal Realty Investment Trust
	Consolidated Balance Sheets (unaudited) as of September 30, 2022 and December 31, 2021	3
	Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended September 30, 2022 and 2021	4
	Consolidated Statements of Shareholders' Equity (unaudited) for the three and nine months ended September 30, 2022 and 2021	5
	Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2022 and 2021	7

Federal Realty OP LP
	Consolidated Balance Sheets (unaudited) as of September 30, 2022 and December 31, 2021	8
	Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended September 30, 2022 and 2021	9
	Consolidated Statements of Capital (unaudited) for the three and nine months ended September 30, 2022 and 2021	10
	Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2022 and 2021	12

Federal Realty Investment Trust and Federal Realty OP LP
	Notes to Consolidated Financial Statements (unaudited)	13

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37
Item 4.	Controls and Procedures	38

PART II. OTHER INFORMATION		39
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	39

SIGNATURES		41

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Federal Realty Investment Trust

Consolidated Balance Sheets


	September 30,		December 31,
	2022		2021
	(In thousands, except share and per share data)
	(Unaudited)
ASSETS
Real estate, at cost
Operating (including $1,963,129 and $2,207,648 of consolidated variable interest entities, respectively)	$	9,323,359	$	8,814,791
Construction-in-progress (including $23,448 and $18,752 of consolidated variable interest entities, respectively)	681,641		607,271

	10,005,000		9,422,062
Less accumulated depreciation and amortization (including $349,553 and $389,950 of consolidated variable interest entities, respectively)	(2,660,799)		(2,531,095)
Net real estate	7,344,201		6,890,967
Cash and cash equivalents	146,214		162,132
Accounts and notes receivable, net	187,149		169,007
Mortgage notes receivable, net	9,475		9,543
Investment in partnerships	122,822		13,027
Operating lease right of use assets, net	95,187		90,743
Finance lease right of use assets, net	45,756		49,832
Prepaid expenses and other assets	266,203		237,069

TOTAL ASSETS	$	8,217,007	$	7,622,320
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Mortgages payable, net (including $192,442 and $335,301 of consolidated variable interest entities, respectively)	$	321,299	$	339,993

Notes payable, net	568,302		301,466
Senior notes and debentures, net	3,407,298		3,406,088
Accounts payable and accrued expenses	245,610		235,168
Dividends payable	90,121		86,538
Security deposits payable	28,042		25,331
Operating lease liabilities	78,234		72,661
Finance lease liabilities	67,662		72,032
Other liabilities and deferred credits	242,800		206,187
Total liabilities	5,049,368		4,745,464
Commitments and contingencies (Note 6)
Redeemable noncontrolling interests	185,759		213,708
Shareholders’ equity
Preferred shares, authorized 15,000,000 shares, $.01 par:
5.0% Series C Cumulative Redeemable Preferred Shares, (stated at liquidation preference $25,000 per share), 6,000 shares issued and outstanding	150,000		150,000
5.417% Series 1 Cumulative Convertible Preferred Shares, (stated at liquidation preference $25 per share), 392,878 and 399,896 shares issued and outstanding, respectively	9,822		9,997
Common shares of beneficial interest, $.01 par, 100,000,000 shares authorized, 81,204,286 and 78,603,305 shares issued and outstanding, respectively	817		790
Additional paid-in capital	3,794,247		3,488,794
Accumulated dividends in excess of net income	(1,060,027)		(1,066,932)
Accumulated other comprehensive income (loss)	6,084		(2,047)
Total shareholders’ equity of the Trust	2,900,943		2,580,602
Noncontrolling interests	80,937		82,546
Total shareholders’ equity	2,981,880		2,663,148
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	8,217,007	$	7,622,320

The accompanying notes are an integral part of these consolidated statements.

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Federal Realty Investment Trust

Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
	(In thousands, except per share data)
REVENUE
Rental income	$	273,179	$	247,024	$	793,516	$	694,954

Mortgage interest income	272		260		805		2,116
Total revenue	273,451		247,284		794,321		697,070
EXPENSES
Rental expenses	58,809		49,318		166,189		141,474
Real estate taxes	32,803		29,529		94,628		88,272
General and administrative	13,100		12,253		39,046		35,357
Depreciation and amortization	77,109		70,611		223,244		202,160
Total operating expenses	181,821		161,711		523,107		467,263

Gain on deconsolidation of VIE	70,374		—		70,374		—
Gain on sale of real estate and change in control of interest	29,723		—		29,723		17,428

OPERATING INCOME	191,727		85,573		371,311		247,235

OTHER INCOME/(EXPENSE)
Other interest income	234		88		487		701
Interest expense	(35,060)		(32,249)		(98,707)		(95,511)


Income (loss) from partnerships	1,873		1,129		4,878		(86)


NET INCOME	158,774		54,541		277,969		152,339
Net income attributable to noncontrolling interests	(2,636)		(2,419)		(8,171)		(5,777)
NET INCOME ATTRIBUTABLE TO THE TRUST	156,138		52,122		269,798		146,562
Dividends on preferred shares	(2,008)		(2,010)		(6,026)		(6,031)
NET INCOME AVAILABLE FOR COMMON SHAREHOLDERS	$	154,130	$	50,112	$	263,772	$	140,531

EARNINGS PER COMMON SHARE, BASIC:




Net income available for common shareholders	$	1.90	$	0.64	$	3.31	$	1.81
Weighted average number of common shares	80,765		77,485		79,480		77,269
EARNINGS PER COMMON SHARE, DILUTED:




Net income available for common shareholders	$	1.89	$	0.64	$	3.31	$	1.81
Weighted average number of common shares	81,511		77,575		80,137		77,287

COMPREHENSIVE INCOME	$	161,569	$	55,095	$	286,902	$	155,530

COMPREHENSIVE INCOME ATTRIBUTABLE TO THE TRUST	$	158,672	$	52,634	$	277,929	$	149,480

The accompanying notes are an integral part of these consolidated statements.

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Federal Realty Investment Trust

Consolidated Statements of Shareholders’ Equity

For the Three and Nine Months Ended September 30, 2022

(Unaudited)


	Shareholders’ Equity of the Trust
	Preferred Shares			Common Shares			Additional Paid-in Capital		Accumulated Dividends in Excess of Net Income		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total Shareholders' Equity
	Shares	Amount		Shares	Amount
	(In thousands, except share data)
BALANCE AT JUNE 30, 2022	398,878	$	159,822	80,896,804	$	813	$	3,758,161	$	(1,126,463)	$	3,550	$	80,544	2,876,427

Net income, excluding $1,774 attributable to redeemable noncontrolling interests	—	—		—	—		—		156,138		—		862		157,000
Other comprehensive income - change in fair value of interest rate swaps, excluding $261 attributable to redeemable noncontrolling interests	—	—		—	—		—		—		2,534		—		2,534
Dividends declared to common shareholders ($1.08 per share)	—	—		—	—		—		(87,694)		—		—		(87,694)
Dividends declared to preferred shareholders	—	—		—	—		—		(2,008)		—		—		(2,008)
Distributions declared to noncontrolling interests, excluding $1,974 attributable to redeemable noncontrolling interests	—	—		—	—		—		—		—		(1,441)		(1,441)
Common shares issued, net	—	—		296,872	3		32,889		—		—		—		32,892

Exercise of stock options	—	—		366	—		35		—		—		—		35
Shares issued under dividend reinvestment plan	—	—		5,832	—		573		—		—		—		573
Share-based compensation expense, net of forfeitures	—	—		6,810	1		3,578		—		—		—		3,579
Shares withheld for employee taxes	—	—		(2,398)			(248)		—		—		—		(248)




Deconsolidation of VIE	—	—		—	—		—		—		—		972		972
Adjustment to redeemable noncontrolling interests	—	—		—	—		(741)		—		—		—		(741)
BALANCE AT SEPTEMBER 30, 2022	398,878	$	159,822	81,204,286	$	817	$	3,794,247	$	(1,060,027)	$	6,084	$	80,937	$	2,981,880

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

Net income, excluding $5,301 attributable to redeemable noncontrolling interests	—	—		—	—		—		269,798		—		2,870		272,668
Other comprehensive income - change in fair value of interest rate swaps, excluding $802 attributable to redeemable noncontrolling interests	—	—		—	—		—		—		8,131		—		8,131
Dividends declared to common shareholders ($3.22 per share)	—	—		—	—		—		(256,867)		—		—		(256,867)
Dividends declared to preferred shareholders	—	—		—	—		—		(6,026)		—		—		(6,026)
Distributions declared to noncontrolling interests, excluding $6,112 attributable to redeemable noncontrolling interests	—	—		—	—		—		—		—		(4,066)		(4,066)
Common shares issued, net	—	—		2,500,569	25		292,319		—		—		—		292,344

Exercise of stock options	—	—		366	—		35		—		—		—		35
Shares issued under dividend reinvestment plan	—	—		13,832	—		1,584		—		—		—		1,584
Share-based compensation expense, net of forfeitures	—	—		110,915	2		11,256		—		—		—		11,258
Shares withheld for employee taxes	—	—		(40,974)	—		(4,886)		—		—		—		(4,886)
Conversion of preferred shares	(7,018)	(175)		1,675	—		175		—		—		—		—
Conversion of downREIT OP units	—	—		14,598	—		1,385		—		—		(1,385)		—


Deconsolidation of VIE	—	—		—	—		—		—		—		972		972
Adjustment to redeemable noncontrolling interests	—	—		—	—		3,585		—		—		—		3,585
BALANCE AT SEPTEMBER 30, 2022	398,878	$	159,822	81,204,286	$	817	$	3,794,247	$	(1,060,027)	$	6,084	$	80,937	$	2,981,880

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Federal Realty Investment Trust

Consolidated Statements of Shareholders’ Equity

For the Three and Nine Months Ended September 30, 2021

(Unaudited)


	Shareholders’ Equity of the Trust
	Preferred Shares			Common Shares			Additional Paid-in Capital		Accumulated Dividends in Excess of Net Income		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Shareholders' Equity
	Shares	Amount		Shares	Amount
	(In thousands, except share data)
BALANCE AT JUNE 30, 2021	405,896	$	159,997	77,760,588	$	782	$	3,395,189	$	(1,062,641)	$	(3,238)	$	85,750	$	2,575,839

Net income, excluding $1,595 attributable to redeemable noncontrolling interests	—	—		—	—		—		52,122		—		824		52,946
Other comprehensive income - change in fair value of interest rate swaps, excluding $42 attributable to redeemable noncontrolling interests	—	—		—	—		—		—		512		—		512
Dividends declared to common shareholders ($1.07 per share)	—	—		—	—		—		(83,212)		—		—		(83,212)
Dividends declared to preferred shareholders	—	—		—	—		—		(2,010)		—		—		(2,010)
Distributions declared to noncontrolling interests, excluding $1,310 attributable to redeemable noncontrolling interests	—	—		—	—		—		—		—		(1,555)		(1,555)
Common shares issued, net	—	—		19	—		(67)		—		—		—		(67)


Shares issued under dividend reinvestment plan	—	—		4,194	—		488		—		—		—		488
Share-based compensation expense, net of forfeitures	—	—		10,907	—		3,367		—		—		—		3,367
Shares withheld for employee taxes	—	—		(1,063)	—		(126)		—		—		—		(126)




BALANCE AT SEPTEMBER 30, 2021	405,896	$	159,997	77,774,645	$	782	$	3,398,851	$	(1,095,741)	$	(2,726)	$	85,019	$	2,546,182

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

Net income, excluding $3,472 attributable to redeemable noncontrolling interests	—	—		—	—		—		146,562		—		2,305		148,867
Other comprehensive income - change in fair value of interest rate swaps, excluding $273 attributable to redeemable noncontrolling interests	—	—		—	—		—		—		2,918		—		2,918
Dividends declared to common shareholders ($3.19 per share)	—	—		—	—		—		(248,000)		—		—		(248,000)
Dividends declared to preferred shareholders	—	—		—	—		—		(6,031)		—		—		(6,031)
Distributions declared to noncontrolling interests, excluding $3,045 attributable to redeemable noncontrolling interests	—	—		—	—		—		—		—		(3,282)		(3,282)
Common shares issued, net	—	—		847,528	9		87,057		—		—		—		87,066


Shares issued under dividend reinvestment plan	—	—		15,710	—		1,507		—		—		—		1,507
Share-based compensation expense, net of forfeitures	—	—		163,092	2		10,872		—		—		—		10,874
Shares withheld for employee taxes	—	—		(28,563)	—		(2,939)		—		—		—		(2,939)
Conversion and redemption of downREIT OP units	—	—		49,484	—		5,049		—		—		(5,148)		(99)
Contributions from noncontrolling interests, excluding $74,530 attributable to redeemable noncontrolling interests	—	—		—	—		—		—		—		6,554		6,554


BALANCE AT SEPTEMBER 30, 2021	405,896	$	159,997	77,774,645	$	782	$	3,398,851	$	(1,095,741)	$	(2,726)	$	85,019	$	2,546,182

The accompanying notes are an integral part of these consolidated statements.

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Federal Realty Investment Trust

Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended September 30,
	2022		2021
	(In thousands)
OPERATING ACTIVITIES
Net income	$	277,969	$	152,339
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	223,244		202,160

Gain on deconsolidation of VIE	(70,374)		—

Gain on sale of real estate and change in control of interest	(29,723)		(17,428)



(Income) loss from partnerships	(4,878)		86
Straight-line rent	(14,414)		(4,114)
Share-based compensation expense	10,255		9,780
Other, net	(3,509)		(2,206)
Changes in assets and liabilities, net of effects of acquisitions and dispositions:

(Increase) decrease in accounts receivable, net	(5,519)		4,857
Decrease (increase) in prepaid expenses and other assets	1,361		(6,004)
Increase in accounts payable and accrued expenses	13,948		15,505
Increase in security deposits and other liabilities	10,933		11,061
Net cash provided by operating activities	409,293		366,036
INVESTING ACTIVITIES
Acquisition of real estate	(429,990)		(366,466)
Capital expenditures - development and redevelopment	(213,881)		(282,833)
Capital expenditures - other	(70,004)		(48,693)
Costs associated with property sold under threat of condemnation	(2,915)		—
Proceeds from sale of real estate	66,682		19,896

Change in cash from deconsolidation of VIE	(4,192)		—
Investment in partnerships	(417)		(2,657)
Distribution from partnerships in excess of earnings	5,076		1,868

Leasing costs	(17,039)		(14,079)
(Issuance) repayment of mortgage and other notes receivable, net	(3,471)		31,122
Net cash used in investing activities	(670,151)		(661,842)
FINANCING ACTIVITIES

Net borrowings under revolving credit facility	267,000		—



Repayment of mortgages, finance leases and notes payable	(18,644)		(160,307)
Issuance of common shares, net of costs	292,671		87,279

Dividends paid to common and preferred shareholders	(258,009)		(250,849)
Shares withheld for employee taxes	(4,886)		(2,939)
Contributions from noncontrolling interests	—		104
Distributions to and redemptions of redeemable noncontrolling interests	(33,801)		(6,473)

Net cash provided by (used in) financing activities	244,331		(333,185)
Decrease in cash, cash equivalents and restricted cash	(16,527)		(628,991)
Cash, cash equivalents, and restricted cash at beginning of year	175,163		816,896
Cash, cash equivalents, and restricted cash at end of period	$	158,636	$	187,905

The accompanying notes are an integral part of these consolidated statements.

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Federal Realty OP LP

Consolidated Balance Sheets


	September 30,		December 31,
	2022		2021
	(In thousands, except unit data)
	(Unaudited)
ASSETS
Real estate, at cost
Operating (including $1,963,129 and $2,207,648 of consolidated variable interest entities, respectively)	$	9,323,359	$	8,814,791
Construction-in-progress (including $23,448 and $18,752 of consolidated variable interest entities, respectively)	681,641		607,271

	10,005,000		9,422,062
Less accumulated depreciation and amortization (including $349,553 and $389,950 of consolidated variable interest entities, respectively)	(2,660,799)		(2,531,095)
Net real estate	7,344,201		6,890,967
Cash and cash equivalents	146,214		162,132
Accounts and notes receivable, net	187,149		169,007
Mortgage notes receivable, net	9,475		9,543
Investment in partnerships	122,822		13,027
Operating lease right of use assets, net	95,187		90,743
Finance lease right of use assets, net	45,756		49,832
Prepaid expenses and other assets	266,203		237,069

TOTAL ASSETS	$	8,217,007	$	7,622,320
LIABILITIES AND CAPITAL
Liabilities
Mortgages payable, net (including $192,442 and $335,301 of consolidated variable interest entities, respectively)	$	321,299	$	339,993

Notes payable, net	568,302		301,466
Senior notes and debentures, net	3,407,298		3,406,088
Accounts payable and accrued expenses	245,610		235,168
Dividends payable	90,121		86,538
Security deposits payable	28,042		25,331
Operating lease liabilities	78,234		72,661
Finance lease liabilities	67,662		72,032
Other liabilities and deferred credits	242,800		206,187
Total liabilities	5,049,368		4,745,464
Commitments and contingencies (Note 6)
Redeemable noncontrolling interests	185,759		213,708
Partner capital



Preferred units, 398,878 and 405,896 units issued and outstanding, respectively	154,788		154,963
Common units, 81,204,286 and 78,603,305 units issued and outstanding, respectively	2,740,071		2,427,686
Accumulated other comprehensive income (loss)	6,084		(2,047)
Total partner capital	2,900,943		2,580,602
Noncontrolling interests in consolidated partnerships	80,937		82,546
Total capital	2,981,880		2,663,148
TOTAL LIABILITIES AND CAPITAL	$	8,217,007	$	7,622,320

The accompanying notes are an integral part of these consolidated statements.

Table of Contents

Federal Realty OP LP

Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
	(In thousands, except per unit data)
REVENUE
Rental income	$	273,179	$	247,024	$	793,516	$	694,954

Mortgage interest income	272		260		805		2,116
Total revenue	273,451