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10-K 1 d10k.htm FORM 10-K

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2009

or

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

For the transition period from to

Commission file number: 1-07533

FEDERAL REALTY INVESTMENT TRUST

(Exact Name of Registrant as Specified in its Declaration of Trust)

Maryland52-0782497
(State of Organization)(IRS Employer Identification No.)
1626 East Jefferson Street, Rockville, Maryland20852
(Address of Principal Executive Offices)(Zip Code)

(301) 998-8100

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassName Of Each Exchange On Which Registered
Common Shares of Beneficial Interest, $.01 par value per share, with associated Common Share Purchase RightsNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. þ Yes ¨ No

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes þ No

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). ¨ Yes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated FilerþAccelerated Filer¨
Non-Accelerated Filer¨(Do not check if a smaller reporting company)Smaller reporting company¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes þ No

The aggregate market value of the Registrant’s common shares held by non-affiliates of the Registrant, based upon the closing sales price of the Registrant’s common shares on June 30, 2009 was $3.0 billion.

The number of Registrant’s common shares outstanding on February 12, 2010 was 61,258,482.

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FEDERAL REALTY INVESTMENT TRUST

ANNUAL REPORT ON FORM 10-K

FISCAL YEAR ENDED DECEMBER 31, 2009

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement to be filed with the Securities and Exchange Commission for the Registrant’s 2010 annual meeting of shareholders to be held in May 2010 will be incorporated by reference into Part III hereof.

TABLE OF CONTENTS

PART I
Item 1.Business3
Item 1A.Risk Factors8
Item 1B.Unresolved Staff Comments18
Item 2.Properties18
Item 3.Legal Proceedings26
Item 4.Submission of Matters to a Vote of Shareholders26
PART II
Item 5.Market for Our Common Equity and Related Shareholder Matters and Issuer Purchases of Equity Securities27
Item 6.Selected Financial Data29
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations31
Item 7A.Quantitative and Qualitative Disclosures about Market Risk56
Item 8.Financial Statements and Supplementary Data57
Item 9.Changes In and Disagreements with Accountants on Accounting and Financial Disclosure57
Item 9A.Controls and Procedures57
Item 9B.Other Information59
PART III
Item 10.Trustees, Executive Officers and Corporate Governance60
Item 11.Executive Compensation60
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters60
Item 13.Certain Relationships and Related Transactions, and Trustee Independence60
Item 14.Principal Accountant Fees and Services60
PART IV
Item 15.Exhibits and Financial Statement Schedules61
SIGNATURES62
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PART I

Next: Item 1. BUSINESS