Obbligazione Federated Realty Investments 2.55% ( US313747AW72 ) in USD

Federated Realty Investments

100 USD ⇌

Stati Uniti

US313747AW72 ( in USD )

2.55% per anno ( pagato 2 volte l'anno)

15/01/2021 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Federal Realty Investment US313747AW72 in USD 2.55%, scaduta

1 000 USD

250 000 000 USD

313747AW7

N/A

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 US313747AW72, pays a coupon of 2.55% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/01/2021

424B5
424B5 1 d84710d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-203999
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)
2.55% Notes due 2021

--

--

$250,000,000

$29,050

(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. 333-203999) filed on May 8, 2015 (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.
Table of Contents
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 8, 2015)
$250,000,000
2.55% Notes due 2021

We are offering $250,000,000 aggregate principal amount of our 2.55% Notes due 2021. The notes will bear interest at the rate of 2.55% per
year. Interest on the notes will be payable semi-annually in arears on January 15 and July 15 of each year, beginning on January 15, 2016. The
notes will mature on January 15, 2021. 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 will be our senior unsecured obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness.
The notes will be 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.
The notes are a new issue of securities with no established trading market. We do not intend to apply to list the notes on any securities
exchange.

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)

99.771%
$249,427,500
Underwriting discount

0.600%
$
1,500,000
Proceeds, before expenses, to us

99.171%
$247,927,500

(1)
Plus accrued interest from September 28, 2015, if settlement occurs after that date.
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The underwriters expect to deliver the notes to purchasers in book-entry only form through the facilities of The Depository Trust Company
on or about September 28, 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

J.P. Morgan
Co-Managers

Capital One Securities

PNC Capital Markets LLC

Regions Securities LLC

SunTrust Robinson Humphrey
TD Securities

US Bancorp
BBVA Securities
The date of this prospectus supplement is September 21, 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-16
Underwriting (Conflicts of Interest)
S-20
Experts
S-22
Legal Matters
S-23
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

15
Material Federal Income Tax Considerations

28
Plan of Distribution

46
Legal Matters

47
Experts

47
Where You Can Find More Information

47
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
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You should carefully read this prospectus supplement along with the accompanying prospectus, as well as the information 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 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 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 the respective dates of such
documents or such other dates as may be specified therein. 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 Securities
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
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·
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

· 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 June 30, 2015, we owned or had a majority interest in
community and neighborhood shopping centers and mixed-use properties which are operated as 90 predominantly retail real estate projects
comprising 20.8 million square feet (excludes unconsolidated joint venture properties). In total, the real estate projects were 95.7% leased and
94.9% occupied at June 30, 2015. A joint venture in which we own a 30% interest owned six retail real estate projects totaling 0.8 million
square feet as of June 30, 2015. In total, the joint venture properties in which we own a 30% interest were 92.6% leased and 85.8% occupied at
June 30, 2015. We have paid quarterly dividends to our shareholders continuously since our founding in 1962 and have increased our
dividends per common share for 48 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
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Ratios of Earnings to Fixed Charges
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The following table sets forth our historical ratios of earnings to fixed charges for the periods indicated:

For the Six Months

Ended June 30,
For the Years Ended December 31,

2015

2014
2013
2012
2011
2010
Ratios of earnings to fixed charges

1.9

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.

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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
$250 million aggregate principal amount of 2.55% Notes due 2021.

Maturity
Unless redeemed prior to maturity as described below, the notes will mature on January
15, 2021.

Interest payment dates
Interest on the notes will be payable semi-annually in arrears on January 15 and July 15
of each year, beginning on January 15, 2016, and at maturity.

Ranking
The notes will be our senior unsecured obligations and will rank pari passu, or equally,
with all of our other unsecured and unsubordinated indebtedness. The notes will be
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 June 30, 2015, we had outstanding approximately
$569 million (excluding net unamortized premium) of secured indebtedness,
collateralized by all or parts of 15 properties, which will rank senior to the notes to the
extent of the securing collateral (approximately $422 million of this amount, which was
issued by our subsidiaries, will also be structurally senior to the notes), approximately
$15 million of unsecured indebtedness issued by our subsidiaries, which will be
structurally senior to the notes, and approximately $1,876 million of unsecured
indebtedness (excluding net unamortized discount), which will rank equally with the
notes. Since June 30, 2015, $149 million of secured indebtedness was repaid with the
proceeds of borrowings under our unsecured revolving credit facility; accordingly, as of
September 18, 2015 we had approximately $421 million of secured indebtedness
outstanding.

Use of proceeds
We intend to use the net proceeds from this offering to pay down the outstanding
balance under our revolving credit facility and for general corporate purposes. See "Use
of Proceeds" on page S-8 for more information.

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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;

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(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
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
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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 will be redeemable at any time at our option, in whole or in part. If the notes
are redeemed before December 15, 2020 (one month prior to the maturity date), 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

S-4
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present values of the remaining scheduled payments of principal and interest thereon,
discounted to the redemption date on a semi-annual basis at the Adjusted Treasury Rate
plus 20 basis points (0.20%), plus, in each case, accrued and unpaid interest thereon to,

but excluding, the redemption date. If the notes are redeemed on or after December 15,
2020 (one month prior to the maturity date), 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.

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 47 of the accompanying prospectus.

S-5
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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 will be structurally subordinated to the claims of our subsidiaries' creditors and our subsidiaries' preferred equity holders.
Because the notes will not be guaranteed by our subsidiaries, the notes will be 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 June 30, 2015, our
subsidiaries had approximately $437 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 will be unsecured and are effectively subordinated to our secured indebtedness.
Because the notes will be unsecured, they will be 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 June 30, 2015, we had approximately $569 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. Since June 30, 2015, $149 million of secured indebtedness was repaid with the proceeds of borrowings under our unsecured
revolving credit facility; accordingly, as of September 18, 2015 we had approximately $421 million of secured indebtedness outstanding.
An active public trading market for the notes may not develop.
The notes will be a new issue of securities with no established trading market. We do not intend to apply to list the notes on any securities
exchange. The underwriters have advised us that they intend to make a market in the notes after this offering is completed. They are not obligated
to do this, however, and may discontinue market-making at any time without notice.
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;

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· the overall market for debt securities;

· our financial performance and prospects; and

· the prospects for companies in our industry generally.
Accordingly, we cannot assure you that an active trading market will develop for the notes. 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.

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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
$247.4 million after deducting the underwriting discount and other estimated expenses of this offering payable by us. We intend to use these net
proceeds to pay down the outstanding balance under our revolving credit facility and for general corporate purposes. Pending application of the net
proceeds, we may invest the net proceeds in short-term income-producing investments.
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 June 30, 2015, we had $107 million outstanding under our revolving credit facility
($250 million as of September 18, 2015).
Affiliates of certain of the underwriters are lenders under our revolving credit facility and will receive a pro rata portion of the net proceeds
used to repay amounts outstanding under our revolving credit facility. See "Underwriting (Conflicts of Interest) -- Conflicts of Interest."

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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.
General
We are offering $250 million of our 2.55% notes maturing on January 15, 2021, which may be redeemed prior to that date in accordance
with their terms.
We will pay interest on the notes semi-annually in arrears on January 15 and July 15 of each year, beginning January 15, 2016, to the
registered holders of the notes on the preceding January 1 and July 1. 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 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 will not be 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
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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 offer 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 will be our senior unsecured obligations and will rank pari passu, or equally, with all of our other unsecured and unsubordinated
indebtedness. The notes will be 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 June 30, 2015, we had outstanding approximately $569
million (excluding net unamortized premium) of secured indebtedness collateralized by all or parts of 15 properties, which ranks senior to the notes
to the extent of securing collateral (approximately $422 million of this amount, which was issued by our subsidiaries, will also be structurally
senior to the notes), approximately $15 million of unsecured indebtedness issued by our subsidiaries, which will be structurally senior to the notes,
and approximately $1,876 million of unsecured indebtedness (excluding net unamortized discount), which will rank equally. Since June 30, 2015,
$149 million of secured indebtedness was repaid with the proceeds of borrowings under our unsecured revolving credit facility; accordingly, as of
September 18, 2015 we had approximately $421 million of secured indebtedness outstanding.
Optional Redemption
The notes will be redeemable at any time at our option, in whole or in part. If the notes are redeemed before December 15, 2020 (the "Par
Call Date"), 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 (not
including any portion of such payments of interest accrued to the applicable redemption date) on the notes to be redeemed, assuming that such
notes matured, and that interest on such notes was payable on, the Par Call Date, discounted to such 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 20 basis points (0.20%), plus,
in each case, accrued and unpaid interest thereon to, but excluding, the redemption date. If the notes are redeemed on or after the Par Call Date, 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.

S-9
Table of Contents
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.
"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 (assuming for this purpose that such notes matured on the Par Call Date) 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.
"Reference Treasury Dealer" means each of (1) a Primary Treasury Dealer (as defined below) selected by Wells Fargo Securities, LLC,
(2) J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated 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.
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