Obligation Federated Realty Investments 2.75% ( US313747AT44 ) en USD

Federated Realty Investments

100 % ▼

Etas-Unis

US313747AT44 ( en USD )

2.75% par an ( paiement semestriel )

01/06/2023 - Obligation échue

Prospectus brochure de l'obligation Federal Realty Investment US313747AT44 en USD 2.75%, échue

1 000 USD

275 000 000 USD

313747AT4

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

Federal Realty Investment Trust est une société de placement immobilier américaine spécialisée dans la propriété, la gestion et le développement de centres commerciaux de proximité et de propriétés de détail de haute qualité, principalement situés dans des marchés métropolitains de la côte Est des États-Unis.

L'Obligation émise par Federated Realty Investments ( Etas-Unis ) , en USD, avec le code ISIN US313747AT44, paye un coupon de 2.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2023

L'Obligation émise par Federated Realty Investments ( Etas-Unis ) , en USD, avec le code ISIN US313747AT44, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Federated Realty Investments ( Etas-Unis ) , en USD, avec le code ISIN US313747AT44, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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CALCULATION OF REGISTRATION FEE

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

Registered

Unit

Price

Fee(1)

2.75% Notes due 2023

--

--

$275,000,000

$ 37,510
(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.
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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-181236

PROSPECTUS SUPPLEMENT

(TO PROSPECTUS DATED MAY 8, 2012)
$275,000,000

2.75% Notes due 2023

The notes offered by this prospectus supplement will bear interest at the rate of 2.75% per year. Interest on the notes will be payable on June 1 and December 1 of each
year, beginning on December 1, 2013. The notes will mature on June 1, 2023. We may redeem some or all of the notes at any time before maturity. The redemption
prices are 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 senior unsecured indebtedness. The notes will be effectively subordinated
to the prior claims of each secured mortgage lender to any specified property that secures such lender's mortgage and to all of the unsecured indebtedness of our
subsidiaries.
The notes will not be listed on any securities exchange. There is currently no public market for the notes.

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, 2012, filed with the
Securities and Exchange Commission, or the SEC, on February 12, 2013.

Per Note
Total

Public offering price(1)

98.749%
$ 271,559,750
Underwriting discount

0.65%
$
1,787,500
Proceeds, before expenses, to us(1)

98.099%
$ 269,772,250
(1) Plus accrued interest from May 9, 2013, if settlement occurs after that date.
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 May 9, 2013.
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

Joint Lead Managers
Deutsche Bank Securities

PNC Capital Markets LLC

US Bancorp
Senior Co-Managers
Citigroup

J.P. Morgan

RBC Capital Markets
Co-Managers
Capital One Southcoast

Regions Securities LLC

SunTrust Robinson Humphrey

TD Securities
The date of this prospectus supplement is May 6, 2013.
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TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement

ii

Cautionary Statement Concerning Forward-Looking Statements

ii

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-21
Experts

S-23
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

17

Material Federal Income Tax Considerations

32

Plan of Distribution

51

Legal Matters

53

Experts

53

Where You Can Find More Information

53

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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 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.
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, 2012, filed with the SEC on February 12, 2013, describe risks that
may affect these statements but are not all-inclusive, 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;

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· 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, require spending a substantial amount upfront in infrastructure, and assume 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

· 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.

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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 March 31, 2013, we owned or had a majority interest in community and neighborhood shopping centers
and mixed-use properties which are operated as 88 predominantly retail real estate projects comprising approximately 19.5 million square feet. In total, the real
estate projects were 95.1% leased and 94.5% occupied at March 31, 2013. A joint venture in which we own a 30% interest owned seven retail real estate
projects totaling approximately 1.0 million square feet as of March 31, 2013. In total, the joint venture properties in which we own a 30% interest were 86.4%
leased and 86.2% occupied at March 31, 2013. We have paid quarterly dividends to our shareholders continuously since our founding in 1962 and have increased
our dividends per common share for 45 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.
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 Three Months

Ended March 31,
For the Years Ended December 31,

2013

2012
2011
2010
2009
2008
Ratios of earnings to fixed charges

2.0

2.1

2.1
2.0

1.8

2.1

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) and the estimated portion of rents payable by us representing interest.

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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
$275.0 million aggregate principal amount of 2.75% notes due 2023.
Maturity
Unless redeemed prior to maturity as described below, the notes will mature on June 1, 2023.
Interest payment dates
Interest on the notes will be payable semi-annually in arrears on June 1 and December 1, beginning
on December 1, 2013, and at maturity.
Ranking
The notes will rank pari passu, or equally, with all of our other senior unsecured and
unsubordinated indebtedness, and 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 March 31, 2013, after giving effect to this
offering and to the use of the net proceeds from this offering, we had outstanding approximately
$736 million (excluding net unamortized premium) of secured indebtedness collateralized by all or
parts of 19 properties (of which approximately $505 million was issued by our subsidiaries),
approximately $25 million of unsecured indebtedness issued by our subsidiaries (which will be
senior to the notes) and approximately $1,494 million of other unsecured indebtedness (excluding
net unamortized discount) ranking equally with the notes.
Use of proceeds
We intend to use the net proceeds from this offering to redeem our outstanding 5.40% Notes due
2013, to pay off the outstanding balance under our revolving credit facility and for general
corporate purposes, which may include without limitation funding potential acquisition
opportunities or funding our redevelopment pipeline. 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

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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;

(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

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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 90 days 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 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 interest thereon to, but excluding, the redemption date. If the notes are redeemed
on or after 90 days 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.

A detailed description is in "Description of Notes -- Optional Redemption."
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, 2012, filed with the SEC on February 12,
2013, and the other information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus

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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.

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