Obligation Federated Realty Investments 3.625% ( US313747AX55 ) en USD

Federated Realty Investments

73.9825 % ⇌

Etas-Unis

US313747AX55 ( en USD )

3.625% par an ( paiement semestriel )

31/07/2046

Prospectus brochure de l'obligation Federal Realty Investment US313747AX55 en USD 3.625%, échéance 31/07/2046

1 000 USD

250 000 000 USD

313747AX5

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

01/08/2026 ( Dans 119 jours )

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 US313747AX55, paye un coupon de 3.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/07/2046

L'Obligation émise par Federated Realty Investments ( Etas-Unis ) , en USD, avec le code ISIN US313747AX55, 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 US313747AX55, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 d220100d424b5.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)
3.625% Notes due 2046

--

--

$250,000,000

$25,175

(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

3.625% Notes due 2046

We are offering $250,000,000 aggregate principal amount of our 3.625% Notes due 2046. The notes will bear interest at the rate of 3.625% per
year. Interest on the notes will be payable semi-annually in arears on February 1 and August 1 of each year, beginning on February 1, 2017. The
notes will mature on August 1, 2046. 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-5 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, 2015, filed with the Securities and Exchange Commission, or the SEC, on February 9, 2016.

Per Note

Total

Public offering price (1)

97.756%
$244,390,000
Underwriting discount

0.875%
$
2,187,500
Proceeds, before expenses, to us

96.881%
$242,202,500

(1)
Plus accrued interest from July 12, 2016, 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 July 12, 2016.
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

Deutsche Bank Securities

US Bancorp
Co-Managers

PNC Capital Markets LLC

Citigroup
Regions Securities LLC

SunTrust Robinson Humphrey

TD Securities
The date of this prospectus supplement is July 7, 2016.
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-5
Use of Proceeds
S-7
Description of Notes
S-8
Additional Material Federal Income Tax Considerations
S-15
Underwriting (Conflicts of Interest)
S-23
Experts
S-26
Legal Matters
S-26
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.

ii
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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-5 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, 2015, filed with the SEC on February 9, 2016,
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;

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

iv
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 retail and mixed-use
properties. Our properties are located primarily in densely populated and affluent communities in strategically selected metropolitan markets
in the Northeast and Mid-Atlantic regions of the United States, California, and South Florida. As of March 31, 2016, we owned or had a
majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 96 predominantly retail
real estate projects comprising approximately 22.2 million square feet. In total, the real estate projects were 94.1% leased and 92.7% occupied
at March 31, 2016. 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.
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,

2016

2015
2014
2013
2012
2011
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Ratios of earnings to fixed charges

2.8

2.3
2.1
1.9
2.0
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),
prepayment charges and the estimated portion of rents payable by us representing interest.

S-1
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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

$250 million aggregate principal amount of 3.625% Notes due 2046.
Maturity
Unless redeemed prior to maturity as described below, the notes will mature on

August 1, 2046.
Interest payment dates
Interest on the notes will be payable semi-annually in arrears on February 1 and
August 1 of each year, beginning on February 1, 2017, and at maturity (or any

earlier redemption date).
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 March 31, 2016, we had outstanding
approximately $505 million (excluding net unamortized premium and debt issuance
costs) of secured indebtedness, which was issued by our subsidiaries and is
collateralized by all or parts of 11 properties, and which will rank senior to the
notes to the extent of the securing collateral and will also be structurally senior to
the notes, approximately $15 million (excluding net unamortized debt issuance
costs) of unsecured indebtedness issued by our subsidiaries, which will be
structurally senior to the notes, and approximately $2,072 million of unsecured
indebtedness (excluding net unamortized premium and debt issuance costs), which
will rank equally with the notes. Since March 31, 2016, $34 million of secured
indebtedness was repaid with the proceeds of borrowings under our unsecured
revolving credit facility; accordingly, and taking into account regular payments of
principal with respect to our secured indebtedness, as of July 6, 2016, we had
outstanding approximately $469 million (excluding net unamortized premium and

debt issuance costs) of secured indebtedness.
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-7 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
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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

S-2
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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
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
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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

S-3
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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 February 1, 2046 (six months 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 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 February 1,
2046 (six months 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-5 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, 2015, filed with the SEC on February 9, 2016, 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.

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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, 2015 filed with the
SEC on February 9, 2016 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, 2015 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 March 31, 2016, our
subsidiaries had approximately $520 million of total secured and unsecured debt outstanding (excluding net unamortized premium and debt
issuance costs), 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 March 31, 2016, we had approximately $505 million
(excluding net unamortized premium and debt issuance costs) of secured debt outstanding, all of which was effectively senior to the notes to the
extent of the value of the securing collateral. Since March 31, 2016, $34 million of secured indebtedness was repaid with the proceeds of
borrowings under our unsecured revolving credit facility; accordingly, and taking into account regular payments of principal with respect to our
secured indebtedness, as of July 6, 2016, we had outstanding approximately $469 million (excluding net unamortized premium and debt issuance
costs) of secured indebtedness.
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.

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The liquidity of any market for the notes will depend upon various factors, including:

· the number of holders of the notes;

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

· 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.

S-6
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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
$241.7 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 $800 million revolving credit facility matures on April 20, 2020, subject to two six-month extensions 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 82.5
basis points, subject to adjustment based on our credit rating. In addition, we have an option (subject to the approval of the lenders under our
revolving credit facility) to increase our revolving credit facility through an accordion feature to $1.5 billion. As of March 31, 2016, we had $53.0
million outstanding under our revolving credit facility ($80.0 million as of July 6, 2016).
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 3.625% notes maturing on August 1, 2046, 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 February 1 and August 1 of each year, beginning February 1, 2017, to the registered
holders of the notes on the preceding January 15 and July 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 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
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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 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 March 31, 2016, we had outstanding approximately $505
million (excluding net unamortized premium and debt issuance costs) of secured indebtedness, which was issued by our subsidiaries and is
collateralized by all or parts of 11 properties, and which ranks senior to the notes to the extent of securing collateral and will also be structurally
senior to the notes, approximately $15 million (excluding net unamortized debt issuance costs) of unsecured indebtedness issued by our
subsidiaries, which will be structurally senior to the notes, and approximately $2,072 million of unsecured indebtedness (excluding net unamortized
premium and debt issuance costs), which will rank equally. Since March 31, 2016, $34 million of secured indebtedness was repaid with the
proceeds of borrowings under our unsecured revolving credit facility; accordingly, and taking into account regular payments of principal with
respect to our secured indebtedness, as of July 6, 2016, we had outstanding approximately $469 million (excluding net unamortized premium and
debt issuance costs) of secured indebtedness.
Optional Redemption
The notes will be redeemable at any time at our option, in whole or in part. If the notes are redeemed before February 1, 2046 (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

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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 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.
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, Deutsche
Bank Securities Inc. and U.S. Bancorp Investments, 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 (2) any two other Primary Treasury Dealers selected by us.
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