Obbligazione Federated Realty Investments 4.5% ( US313747AV99 ) in USD

Emittente Federated Realty Investments
Prezzo di mercato refresh price now   85.962 USD  ▼ 
Paese  Stati Uniti
Codice isin  US313747AV99 ( in USD )
Tasso d'interesse 4.5% per anno ( pagato 2 volte l'anno)
Scadenza 01/12/2044



Prospetto opuscolo dell'obbligazione Federal Realty Investment US313747AV99 en USD 4.5%, scadenza 01/12/2044


Importo minimo 1 000 USD
Importo totale 550 000 000 USD
Cusip 313747AV9
Standard & Poor's ( S&P ) rating BBB+ ( Lower medium grade - Investment-grade )
Moody's rating Baa1 ( Lower medium grade - Investment-grade )
Coupon successivo 01/06/2026 ( In 58 giorni )
Descrizione dettagliata Federal Realty Investment Trust è una società di investimento immobiliare statunitense specializzata nello sviluppo, nella gestione e nella proprietà di centri commerciali di alta qualità situati in aree densamente popolate e ad alto reddito.

The Obbligazione issued by Federated Realty Investments ( United States ) , in USD, with the ISIN code US313747AV99, pays a coupon of 4.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 01/12/2044

The Obbligazione issued by Federated Realty Investments ( United States ) , in USD, with the ISIN code US313747AV99, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Federated Realty Investments ( United States ) , in USD, with the ISIN code US313747AV99, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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424B5 1 d870584d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-181236

CALCULATION OF REGISTRATION FEE


Proposed
Proposed
Amount
Maximum
Maximum
Amount of
Title of Each Class of
to be
Offering
Aggregate Offering
Registration
Securities to be Registered

Registered

Price Per Unit

Price

Fee(1)
4.50% Notes due 2044

--

--

$200,000,000

$23,240

(1)
This filing fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), and relates
to the Registration Statement on Form S-3 (No. 333-181236) filed on May 8, 2012 (the "Registration Statement"). In accordance with Rules
456(b) and 457(r) under the Securities Act, the registrant deferred payment of the registration fee for the Registration Statement.
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 8, 2012)
$200,000,000

4.50% Notes due 2044

We are offering $200,000,000 aggregate principal amount of our 4.50% Notes due 2044. The notes offered hereby consist of an additional issuance
of our 4.50% Notes due 2044, $250 million aggregate principal amount of which were previously issued and are outstanding. The notes offered
hereby will become part of the same series as the outstanding 4.50% Notes due 2044 for all purposes and are referred to herein, together with such
outstanding notes, as the notes.
The notes bear interest at the rate of 4.50% per year. Interest on the notes is payable on June 1 and December 1 of each year, beginning on June 1,
2015. The notes will mature on December 1, 2044. We may redeem some or all of the notes at any time before maturity at the applicable
redemption price discussed under the caption "Description of Notes -- Optional Redemption."
The notes are our senior unsecured obligations and rank equally with all of our other unsecured and unsubordinated indebtedness. The notes are
effectively subordinated to the prior claims of each secured mortgage lender to any specific property that secures such lender's mortgage and to all
of the unsecured indebtedness of our subsidiaries.
We do not intend to apply to list the notes on any securities exchange. An active trading market for the notes may not be maintained.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-6 of this prospectus supplement,
on page 3 of the accompanying prospectus and in our Annual Report on Form 10-K for the year ended
December 31, 2014, filed with the Securities and Exchange Commission, or the SEC, on February 10, 2015.




Per Note
Total

Public offering price(1)

105.379%
$210,758,000
Underwriting discount


0.875%
$
1,750,000
Proceeds, before expenses, to us(1)

104.504%
$209,008,000
(1) Plus accrued interest from and including November 14, 2014 (the date of issuance of the $250 million aggregate principal amount of notes
currently outstanding) to, but not including, the issuance date of the notes offered hereby in the amount of $3,050,000.00.
The underwriters expect to deliver the notes offered hereby to purchasers in book-entry only form through the facilities of The Depository Trust
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Company on or about March 16, 2015.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Joint Book-Running Managers

Wells Fargo Securities

BofA Merrill Lynch

Deutsche Bank Securities
Co-Managers

Regions Securities LLC

SunTrust Robinson Humphrey

Capital One Securities
PNC Capital Markets LLC

TD Securities
The date of this prospectus supplement is March 11, 2015.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement



Page
About this Prospectus Supplement

ii
Cautionary Statement Concerning Forward-Looking Statements

iii
Prospectus Supplement Summary
S-1
Risk Factors
S-6
Use of Proceeds
S-8
Description of Notes
S-9
Additional Material Federal Income Tax Considerations
S-15
Underwriting (Conflicts of Interest)
S-20
Experts
S-22
Legal Matters
S-22
Prospectus



Page
About this Prospectus


1
Forward-Looking Statements


1
Prospectus Summary


2
Risk Factors


3
Use of Proceeds


3
Description of Debt Securities


4
Description of Shares of Beneficial Interest

17
Material Federal Income Tax Considerations

32
Plan of Distribution

51
Legal Matters

53
Experts

53
Where You Can Find More Information

53
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
You should carefully read this prospectus supplement along with the accompanying prospectus, as well as the information contained or
incorporated by reference herein and therein, before you invest in the notes. These documents contain important information you should consider
before making your investment decision. This prospectus supplement and the accompanying prospectus contain the terms of this offering of notes.
The accompanying prospectus contains information about our securities generally, some of which does not apply to the notes covered by this
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prospectus supplement. This prospectus supplement may add, update or change information contained in or incorporated by reference in the
accompanying prospectus. If the information in this prospectus supplement is inconsistent with any information contained in or incorporated by
reference in the accompanying prospectus, the information in this prospectus supplement will apply and will supersede the inconsistent information
contained in or incorporated by reference in the accompanying prospectus.
It is important for you to read and consider all information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus in making your investment decision. You should also read and consider the additional information incorporated by
reference in this prospectus supplement and the accompanying prospectus. See "Where You Can Find More Information" in the accompanying
prospectus.
References to "we," "us," "our," "our company" or "ours" refer to Federal Realty Investment Trust and its directly and indirectly owned
subsidiaries, unless the context otherwise requires. The term "you" refers to a prospective investor.
You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying
prospectus and any related free writing prospectus required to be filed with the SEC. Neither we nor the underwriters have authorized any
other person to provide you with additional or different information. If anyone provides you with additional or different information, you
should not rely on it. Neither we nor the underwriters are making an offer to sell the notes in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, any such free
writing prospectus and the documents incorporated by reference herein and therein is accurate only as of their respective dates. Our
business, financial condition, liquidity, results of operations and prospects may have changed since those dates.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and
the accompanying prospectus contain statements that are not based on historical facts, including statements or information with words such as
"may," "will," "could," "should," "plans," "intends," "expects," "believes," "estimates," "anticipates," "continues" and other similar words. These
statements constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Act,
Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Private Securities Litigation Reform Act of 1995.
In particular, the risk factors included and incorporated by reference in this prospectus supplement and the accompanying prospectus describe
forward-looking information. The risk factors, including those contained on page S-6 of this prospectus supplement, on page 3 of the
accompanying prospectus and in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 10,
2015, describe risks that may affect these statements but are not exhaustive, particularly with respect to possible future events. Many things can
happen that can cause actual results to be different from those we describe. These factors include, but are not limited to:

· risks that our tenants may not pay rent, may vacate early or may file for bankruptcy, or that we may be unable to renew leases or re-let

space at favorable rents as leases expire;

· risks that we may not be able to proceed with or obtain necessary approvals for any redevelopment or renovation project, and that

completion of anticipated or ongoing property redevelopment or renovation projects that we do pursue may cost more, take more time to
complete or fail to perform as expected;

· risk that we are investing a significant amount in ground-up development projects that may be dependent on third parties to deliver critical

aspects of certain projects, requires spending a substantial amount upfront in infrastructure, and assumes receipt of public funding which
has been committed but not entirely funded;


· risks normally associated with the real estate industry, including risks that:


· occupancy levels at our properties and the amount of rent that we receive from our properties may be lower than expected,


· new acquisitions may fail to perform as expected,


· competition for acquisitions could result in increased prices for acquisitions,


· environmental issues may develop at our properties and result in unanticipated costs, and


· because real estate is illiquid, we may not be able to sell properties when appropriate;


· risks that our growth will be limited if we cannot obtain additional capital;


· risks associated with general economic conditions, including local economic conditions in our geographic markets;

· risks of financing, such as our ability to consummate additional financings or obtain replacement financing on terms which are acceptable

to us, our ability to meet existing financial covenants and the limitations imposed on our operations by those covenants, and the possibility
of increases in interest rates that would result in increased interest expense; and

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· risks related to our status as a real estate investment trust, commonly referred to as a REIT, for federal income tax purposes, such as the

existence of complex tax regulations relating to our status as a REIT, the effect of future changes in REIT requirements as a result of new
legislation, and the adverse consequences of the failure to qualify as a REIT.
Given these uncertainties, readers are cautioned not to place undue reliance on these forward-looking statements or those contained in or
incorporated by reference in this prospectus supplement and the accompanying prospectus. We also make no promise to update any of the forward-
looking statements, or to publicly release the results if we revise any of them.

iii
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
The following is only a summary. It should be read together with the more detailed information included elsewhere in this prospectus
supplement and the accompanying prospectus. In addition, important information is incorporated by reference in this prospectus supplement
and the accompanying prospectus.
The Trust
Federal Realty Investment Trust is an equity REIT specializing in the ownership, management and redevelopment of high quality retail
and mixed-use properties located primarily in densely populated and affluent communities in strategically selected metropolitan markets in the
Northeast and Mid-Atlantic regions of the United States, as well as in California. As of December 31, 2014, we owned or had a controlling
interest in community and neighborhood shopping centers and mixed-use properties which are operated as 89 predominantly retail real estate
projects comprising approximately 20.2 million square feet (excludes unconsolidated joint venture properties). In total, the real estate projects
were 95.6% leased and 94.7% occupied at December 31, 2014. A joint venture in which we own a 30% interest owned six retail real estate
projects totaling approximately 0.8 million square feet as of December 31, 2014. In total, the joint venture properties in which we own a 30%
interest were 86.1% leased and 82.8% occupied at December 31, 2014. We have paid quarterly dividends to our shareholders continuously
since our founding in 1962 and have increased our dividends per common share for 47 consecutive years.
We were founded in 1962 as a REIT under the laws of the District of Columbia and re-formed as a REIT in the state of Maryland in
1999. We operate in a manner intended to qualify as a REIT for tax purposes pursuant to provisions of the Internal Revenue Code of 1986, as
amended, or the Code. Our principal executive offices are located at 1626 East Jefferson Street, Rockville, Maryland 20852. Our telephone
numbers are (301) 998-8100 and (800) 658-8980. Our website address is www.federalrealty.com. The information contained on our website is
not a part of this prospectus supplement or the accompanying prospectus and is not incorporated herein or therein by reference.


S-1
Table of Contents
Ratios of Earnings to Fixed Charges
The following table sets forth our historical ratios of earnings to fixed charges for the periods indicated:

For the Years Ended


December 31,



2014
2013
2012
2011
2010
Ratios of earnings to fixed charges

2.1
1.9
2.0
2.1
2.0
The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. In computing the ratio of earnings to fixed
charges: (a) earnings consist of income from continuing operations before income or loss from equity investees plus distributed income of
equity investees and fixed charges (excluding capitalized interest) less noncontrolling interests of subsidiaries with no fixed charges; and
(b) fixed charges consist of interest expense including amortization of debt premiums and discounts and issuance costs (including capitalized
interest), prepayment charges and the estimated portion of rents payable by us representing interest.


S-2
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Table of Contents
The Offering
All capitalized terms not defined herein have the meanings specified in "Description of Notes" in this prospectus supplement or in
"Description of Debt Securities" in the accompanying prospectus. For a more complete description of the terms of the notes specified in the
following summary, see "Description of Notes."

Issuer
Federal Realty Investment Trust.

Securities offered
$200 million aggregate principal amount of 4.50% Notes due 2044.

Maturity
Unless redeemed prior to maturity as described below, the notes will mature on
December 1, 2044.

Interest payment dates
Interest on the notes is payable semi-annually in arrears on June 1 and December 1 of
each year, beginning on June 1, 2015, and at maturity.

Ranking
The notes are our senior unsecured obligations and rank pari passu, or equally, with all
of our other unsecured and unsubordinated indebtedness. The notes are effectively
subordinated to the prior claims of each secured mortgage lender to any specific
property that secures such lender's mortgage and to all of the unsecured indebtedness
of our subsidiaries. At December 31, 2014, we had outstanding approximately $555
million (excluding net unamortized premium) of secured indebtedness, collateralized
by all or parts of 14 properties, which ranks senior to the notes to the extent of the
securing collateral (approximately $405 million of this amount, which was issued by
our subsidiaries, is also structurally senior to the notes), approximately $16 million of
unsecured indebtedness issued by our subsidiaries, which is structurally senior to the
notes, and approximately $1,769 million of unsecured indebtedness (excluding net
unamortized discount), which ranks equally with the notes.

Use of proceeds
We intend to use the net proceeds from this offering to redeem all of our outstanding
6.20% Notes due 2017 and for general corporate purposes or may use the net proceeds
to temporarily repay amounts outstanding under our revolving credit facility. See "Use
of Proceeds" on page S-8 for more information.

Limitations on incurrence of debt
The notes contain various covenants, including the following:


(1) we will not, and will not permit any subsidiary to, incur any Debt if, immediately
after giving effect to the incurrence of such Debt and the application of the proceeds
thereof, the aggregate principal amount of all of our and our subsidiaries' outstanding
Debt on a consolidated basis determined in accordance with generally accepted
accounting principles is greater than 60% of the sum of (without duplication) (a) Total
Assets as of the end of the calendar quarter covered in our Annual Report on Form 10-
K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the
SEC (or, if such filing is not permitted under the Exchange Act, with U.S. Bank
National Association, the trustee) prior to the incurrence of such additional Debt and
(b) the purchase price of any real estate assets or mortgages receivable acquired, and
the amount of any securities offering proceeds received (to the extent such proceeds
were not used to acquire real estate assets or mortgages receivable or used to reduce
Debt), by us or any subsidiary since the end of such calendar quarter, including those
proceeds obtained in connection with the incurrence of such additional Debt;


S-3
Table of Contents
(2) we will not, and will not permit any subsidiary to, incur any Debt secured by any
mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any
of our or any of our subsidiaries' property if, immediately after giving effect to the
incurrence of such Debt and the application of the proceeds thereof, the aggregate
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principal amount of all of our and our subsidiaries' outstanding Debt on a consolidated
basis which is secured by any mortgage, lien, charge, pledge, encumbrance or security
interest on our or our subsidiaries' property is greater than 40% of the sum of (without
duplication) (a) Total Assets as of the end of the calendar quarter covered in our
Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be,

most recently filed with the SEC (or, if such filing is not permitted under the Exchange
Act, with the trustee) prior to the incurrence of such additional Debt and (b) the
purchase price of any real estate assets or mortgages receivable acquired, and the
amount of any securities offering proceeds received (to the extent such proceeds were
not used to acquire real estate assets or mortgages receivable or used to reduce Debt),
by us or any subsidiary since the end of such calendar quarter, including those
proceeds obtained in connection with the incurrence of such additional Debt; provided
that for purposes of this limitation, the amount of obligations under capital leases
shown as a liability on our consolidated balance sheet shall be deducted from Debt and
from Total Assets;

(3) we will not, and will not permit any subsidiary to, incur any Debt if the ratio of
Consolidated Income Available for Debt Service to the Annual Debt Service Charge
for the four consecutive fiscal quarters most recently ended prior to the date on which
such additional Debt is to be incurred shall have been less than 1.5 to 1, on an
unaudited pro forma basis after giving effect thereto and to the application of the
proceeds therefrom and calculated on the assumption that (a) such Debt and any other
Debt incurred by us and our subsidiaries since the first day of such four-quarter period
and the application of the proceeds therefrom, including to refinance other Debt, had
occurred at the beginning of such period; (b) the repayment or retirement of any other
Debt by us and our subsidiaries since the first day of such four-quarter period had been
repaid or retired at the beginning of such period (except that, in making such

computation, the amount of Debt under any revolving credit facility shall be computed
based upon the average daily balance of such Debt during such period); (c) in the case
of Acquired Debt or Debt incurred in connection with any acquisition since the first
day of such four-quarter period, the related acquisition had occurred as of the first day
of such period, with the appropriate adjustments with respect to such acquisition being
included in such unaudited pro forma calculation; and (d) in the case of any
acquisition or disposition by us or our subsidiaries of any asset or group of assets since
the first day of such four-quarter period, whether by merger, stock purchase or sale, or
asset purchase or sale, such acquisition or disposition or any related repayment of Debt
had occurred as of the first day of such period, with the appropriate adjustments with
respect to such acquisition or disposition being included in such unaudited pro forma
calculation; and

(4) we, together with our subsidiaries, will maintain an Unencumbered Total Asset

Value in an amount not less than 150% of the aggregate outstanding principal amount
of all of our and our subsidiaries' unsecured Debt, taken as a whole.

Optional redemption
The notes are redeemable at any time at our option, in whole or in part. If the notes are
redeemed before June 1, 2044, the redemption price will be equal to the greater of
(1) 100% of the principal amount of the notes being redeemed, or (2) the sum of the
present values of the remaining scheduled payments of


S-4
Table of Contents
principal and interest thereon, discounted to the redemption date on a semi-annual
basis at the Adjusted Treasury Rate plus 25 basis points (0.25%), plus, in each case,
accrued and unpaid interest thereon to, but excluding, the redemption date. If the notes

are redeemed on or after June 1, 2044, the redemption price will be equal to 100% of
the principal amount of the notes being redeemed plus accrued and unpaid interest
thereon to, but excluding, the redemption date.
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See "Description of Notes -- Optional Redemption" for more information.

Material federal income tax considerations
For a description of the material U.S. federal income tax considerations of an
investment in the notes, please review the disclosure in this prospectus supplement
under "Additional Material Federal Income Tax Considerations" and in the
accompanying prospectus under "Material Federal Income Tax Considerations."

Risk factors
Investing in the notes involves risks. Please review the risk factors discussed beginning
on page S-6 of this prospectus supplement, on page 3 of the accompanying prospectus
and in our Annual Report on Form 10-K for the year ended December 31, 2014, filed
with the SEC on February 10, 2015, and the other information contained or
incorporated by reference in this prospectus supplement and the accompanying
prospectus for a discussion of factors you should consider before deciding to invest in
the notes. You may obtain a copy of our Annual Report on Form 10-K and the other
documents incorporated by reference in this prospectus supplement and the
accompanying prospectus by following the procedures described under "Where You
Can Find More Information" on page 53 of the accompanying prospectus.


S-5
Table of Contents
RISK FACTORS
An investment in the notes involves a significant degree of risk. You should carefully consider the following risk factors, together with all of
the other information contained in or incorporated by reference in this prospectus supplement, including the additional risk factors on page 3 of
the accompanying prospectus and the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with
the SEC on February 10, 2015 before you decide to purchase the notes. The risks and uncertainties described below and in the incorporated Form
10-K for the year ended December 31, 2014 are not the only ones we may confront. Additional risks and uncertainties not currently known to us or
that we currently deem immaterial also may impair our business operations. If any of those risks actually occur, our financial condition, operating
results, liquidity and prospects could be materially adversely affected. This section contains forward-looking statements.
We are dependent on intercompany cash flows to satisfy our obligations under the notes.
We derive a significant portion of our operating income from our subsidiaries. As a holder of notes, you will have no direct claim against our
subsidiaries for payment under the notes. We generate net cash flow from the operations of the assets that we own directly but also rely on
distributions and other payments from our subsidiaries to produce the funds necessary to meet our obligations, including the payment of principal
of and interest on the notes. If the cash flow from our directly owned assets, together with the distributions and other payments we receive from
subsidiaries, are insufficient to meet all of our obligations, we will be required to seek other sources of funds. These sources of funds could include
proceeds derived from borrowings under our existing debt facilities, select property sales and net proceeds of public or private equity or debt
offerings. There can be no assurance that we would be able to obtain the funds necessary to meet our obligations from these sources on acceptable
terms or at all.
The notes are structurally subordinated to the claims of our subsidiaries' creditors and our subsidiaries' preferred equity holders.
Because the notes are not guaranteed by our subsidiaries, the notes are effectively subordinated in right of payment to all of our subsidiaries'
existing and future liabilities. As a result, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to
any of our subsidiaries, the holders of any indebtedness of that subsidiary will be entitled to obtain payment of that indebtedness from the assets of
that subsidiary before the holders of any of our general unsecured obligations, including the notes. At December 31, 2014, our subsidiaries had
approximately $420 million of total secured and unsecured debt outstanding (excluding net unamortized premium), all of which was effectively
senior to the notes. If any of our subsidiaries issues preferred equity in the future, the preferred equity will be effectively senior to the notes. At this
time, none of our subsidiaries has any outstanding preferred equity or plans to issue any preferred equity.
The notes are unsecured and are effectively subordinated to our secured indebtedness.
Because the notes are unsecured, they are effectively subordinated to any of our secured indebtedness to the extent of the value of the assets
securing the indebtedness. The indenture permits us and our subsidiaries to incur additional secured indebtedness, provided that certain conditions
are satisfied. Consequently, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to our
company, the holders of any secured indebtedness will be entitled to proceed against the collateral that secures the secured indebtedness prior to
that collateral being available for satisfaction of any amounts owed under the notes. At December 31, 2014, we had approximately $555 million
(excluding net unamortized premium) of secured debt outstanding, all of which was effectively senior to the notes to the extent of the value of the
securing assets.
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An active public trading market for the notes may not be maintained.
Although we do not intend to apply for listing of the notes on any securities exchange or on any automated dealer quotation system, a trading
market currently exists for the $250 million aggregate principal amount of the notes we previously issued. The underwriters have advised us that
they currently intend to continue to make a market in the notes, but they are not obligated to do so and may cease market-making activities at any
time without notice. No assurance can be given as to the liquidity of the trading markets for the notes or that an active public market for the notes
will be maintained. If an active public trading market for the notes is not maintained, the market price and liquidity of the notes may be adversely
affected.
The liquidity of any market for the notes will depend upon various factors, including:


· the number of holders of the notes;


· the interest of securities dealers in making a market for the notes;

S-6
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· the overall market for debt securities;


· our financial performance and prospects; and


· the prospects for companies in our industry generally.
If the notes are traded after their initial issuance, they may trade at a discount from their initial offering price, depending upon prevailing
interest rates and other factors, including those listed above.

S-7
Table of Contents
USE OF PROCEEDS
The net proceeds to us from the issuance and sale of the notes offered by this prospectus supplement are estimated to be approximately
$208.6 million after deducting the underwriting discount and other estimated expenses of this offering payable by us (but excluding accrued interest
of approximately $3.1 million). We intend to use these net proceeds to redeem all of our outstanding 6.20% Notes due 2017 and for general
corporate purposes. Pending application of the net proceeds, we may invest the net proceeds in short-term income-producing investments or may
use the net proceeds to temporarily repay amounts outstanding under our revolving credit facility.
As of December 31, 2014, 6.20% Notes due 2017 with an aggregate principal amount of $200 million were outstanding. In addition to the
payment of outstanding principal amount and accrued but unpaid interest, redemption of the 6.20% Notes due 2017 will be subject to a make-
whole premium in the aggregate amount of approximately $19 million. The 6.20% Notes due 2017 are scheduled to mature on January 15, 2017.
Our $600 million revolving credit facility matures on April 21, 2017, subject to a one-year extension at our option. LIBOR loans outstanding
under our revolving credit facility bear interest at seven day, one month, three month or six month LIBOR, at our election, plus a spread of 90 basis
points, subject to adjustment based on our credit rating. As of December 31, 2014, we had no amount outstanding under our revolving credit
facility (which has increased to $57.5 million as of March 10, 2015).
Affiliates of certain of the underwriters may be beneficial owners of some of our 6.20% Notes due 2017. Any such affiliates will receive pro
rata portions of the net proceeds from this offering used to redeem our 6.20% Notes due 2017.

S-8
Table of Contents
DESCRIPTION OF NOTES
The following description of the particular terms of the notes offered hereby supplements the description of the general terms and provisions
of debt securities set forth in the accompanying prospectus under the caption "Description of Debt Securities." Certain terms used in this
prospectus supplement are defined in that section of the accompanying prospectus.
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General
We are offering $200 million of our 4.50% notes maturing on December 1, 2044, which may be redeemed prior to that date in accordance
with their terms. The notes offered hereby consist of an additional issuance of our 4.50% Notes due 2044, $250 million aggregate principal amount
of which were previously issued and are outstanding. The notes offered hereby will become part of the same series as the outstanding 4.50% Notes
due 2044 for all purposes.
We will pay interest on the notes semi-annually in arrears on June 1 and December 1 of each year, beginning June 1, 2015, to the registered
holders of the notes on the preceding May 15 and November 15. Interest will be computed and paid on the basis of a 360-day year consisting of
twelve 30-day months. If any interest payment date, redemption date or maturity date falls on a day that is not a business day, the payment will be
made on the next succeeding business day, and no interest shall accrue on the amount of interest due on such date for the period from and after such
interest payment date, redemption date or maturity date to the next succeeding business day.
The notes offered hereby will be issued only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.
The defeasance and covenant defeasance provisions of the indenture apply to the notes. The notes are not entitled to the benefit of any
sinking fund.
The indenture does not limit the aggregate principal amount of the securities that may be issued thereunder, and securities may be issued
thereunder from time to time in one or more separate series up to the aggregate principal amount from time to time authorized by us for each
series. At any time and without the consent of the then existing holders, we may issue additional debt securities having the same terms as the notes
other than the date of original issuance, the public offering price, the date on which interest begins to accrue and, in some circumstances, the first
interest payment date, such that these additional debt securities would form a single series with the notes. We also may issue from time to time
other series of debt securities under the indenture consisting of notes or other unsecured evidences of indebtedness.
Ranking
The notes are our senior unsecured obligations and rank pari passu, or equally, with all of our other unsecured and unsubordinated
indebtedness. The notes are effectively subordinated to the prior claims of each secured mortgage lender to any specific property that secures such
lender's mortgage and to all of the unsecured indebtedness of our subsidiaries. At December 31, 2014, we had outstanding approximately $555
million (excluding net unamortized premium) of secured indebtedness collateralized by all or parts of 14 properties, which ranks senior to the notes
to the extent of securing collateral (approximately $405 million of this amount, which was issued by our subsidiaries, is also structurally senior to
the notes), approximately $16 million of unsecured indebtedness issued by our subsidiaries, which is structurally senior to the notes, and
approximately $1,769 million of unsecured indebtedness (excluding net unamortized discount), which ranks equally.
Optional Redemption
The notes are redeemable at any time at our option, in whole or in part. If the notes are redeemed before June 1, 2044, the redemption price
will be equal to the greater of (1) 100% of the principal amount of the notes being redeemed, or (2) as determined by the Quotation Agent (as
defined below), the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of
such payments of interest accrued as of the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined below) plus 25 basis points (0.25%), plus, in each case, accrued and
unpaid interest thereon to, but excluding, the redemption date. If the notes are redeemed on or after June 1, 2044, the redemption price will be equal
to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
As used herein:
"Adjusted Treasury Rate" means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to
the Comparable Treasury Price for such redemption date.

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"Comparable Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to
the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes.
"Comparable Treasury Price" means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the trustee obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such Quotations.
"Quotation Agent" means the Reference Treasury Dealer appointed by us.
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424B5
"Reference Treasury Dealer" means each of (1) a Primary Treasury Dealer (as defined below) selected by Wells Fargo Securities, LLC, (2)
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. and their respective successors; provided, however, that if
any of the Reference Treasury Dealers ceases to be a primary U.S. Government securities dealer, or a Primary Treasury Dealer, we will substitute
therefor another Primary Treasury Dealer; and (3) any two other Primary Treasury Dealers selected by us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by us, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such
redemption date.
Notice of any redemption will be mailed at least 20 days but not more than 60 days before the redemption date to each holder of the notes to
be redeemed. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or
portions thereof called for redemption.
Covenants
Limitations on Incurrence of Debt. The notes provide that we will not, and will not permit any subsidiary to, incur any Debt if,
immediately after giving effect to the incurrence of such Debt and the application of the proceeds thereof, the aggregate principal amount of all of
our and our subsidiaries' outstanding Debt on a consolidated basis determined in accordance with generally accepted accounting principles is
greater than 60% of the sum of (without duplication) (1) Total Assets as of the end of the calendar quarter covered in our Annual Report on Form
10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the SEC (or, if such filing is not permitted under the
Exchange Act, with the trustee) prior to the incurrence of such additional Debt and (2) the purchase price of any real estate assets or mortgages
receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate
assets or mortgages receivable or used to reduce Debt), by us or any subsidiary since the end of such calendar quarter, including those proceeds
obtained in connection with the incurrence of such additional Debt.
In addition to the foregoing limitation on the incurrence of Debt, the notes provide that we will not, and will not permit any subsidiary to,
incur any Debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of our or any of our
subsidiaries' property if, immediately after giving effect to the incurrence of such Debt and the application of the proceeds thereof, the aggregate
principal amount of all of our and our subsidiaries' outstanding Debt on a consolidated basis which is secured by any mortgage, lien, charge,
pledge, encumbrance or security interest on our or our subsidiaries' property is greater than 40% of the sum of (without duplication) (1) Total
Assets as of the end of the calendar quarter covered in our Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be,
most recently filed with the SEC (or, if such filing is not permitted under the Exchange Act, with the trustee) prior to the incurrence of such
additional Debt and (2) the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering
proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Debt), by us or
any subsidiary since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Debt;
provided that for purposes of this limitation, the amount of obligations under capital leases shown as a liability on our consolidated balance sheet
shall be deducted from Debt and from Total Assets.
Furthermore, the notes also provide that we will not, and will not permit any subsidiary to, incur any Debt if the ratio of Consolidated Income
Available for Debt Service to the Annual Debt Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on
which such additional Debt is to be incurred shall have been less than 1.5 to 1, on an unaudited pro forma basis after giving effect thereto and to
the application of the proceeds therefrom, and calculated on the assumption that: (1) such Debt and any other Debt incurred by us and our
subsidiaries since the first day of such four-quarter

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period and the application of the proceeds therefrom, including to refinance other Debt, had occurred at the beginning of such period; (2) the
repayment or retirement of any other Debt by us and our subsidiaries since the first day of such four-quarter period had been repaid or retired at the
beginning of such period (except that, in making such computation, the amount of Debt under any revolving credit facility shall be computed based
upon the average daily balance of such Debt during such period); (3) in the case of Acquired Debt or Debt incurred in connection with any
acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period, with the
appropriate adjustments with respect to such acquisition being included in such unaudited pro forma calculation; and (4) in the case of any
acquisition or disposition by us or our subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger,
stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Debt had occurred as of the first day of
such period, with the appropriate adjustments with respect to such acquisition or disposition being included in such unaudited pro forma
calculation.
Maintenance of Unencumbered Total Asset Value. The notes provide that we, together with our subsidiaries, will at all times maintain an
Unencumbered Total Asset Value in an amount not less than 150% of the aggregate outstanding principal amount of all our and our subsidiaries'
unsecured Debt, taken as a whole.
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