Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

Our consolidated financial statements and notes thereto, together with Management’s Report on Internal Control over Financial Reporting and Reports of Independent Registered Public Accounting Firm are included as a separate section of this Annual Report on Form 10-K commencing on page F-1.

(2) Financial Statement Schedules

Our financial statement schedules are included in a separate section of this Annual Report on Form 10-K commencing on page F-30.

(3) Exhibits

A list of exhibits to this Annual Report on Form 10-K is set forth on the Exhibit Index immediately preceding such exhibits and is incorporated herein by reference.

(b) See Exhibit Index

(c) Not Applicable

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized this February 10, 2015.

	Federal Realty Investment Trust
By:	/S/ DONALD C. WOOD
	Donald C. Wood President, Chief Executive Officer and Trustee

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacity and on the dates indicated. Each person whose signature appears below hereby constitutes and appoints each of Donald C. Wood and Dawn M. Becker as his or her attorney-in-fact and agent, with full power of substitution and resubstitution for him or her in any and all capacities, to sign any or all amendments to this Report and to file same, with exhibits thereto and other documents in connection therewith, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that such attorney-in-fact and agent or his or her substitutes may do or cause to be done by virtue hereof.

Signature		Title		Date
/S/ DONALD C. WOOD		President, Chief Executive Officer and		February 10, 2015
Donald C. Wood		Trustee (Principal Executive Officer)
/S/ JAMES M. TAYLOR, JR.		Executive Vice President-Chief Financial		February 10, 2015
James M. Taylor, Jr.		Officer and Treasurer (Principal
		Financial and Accounting Officer)
/S/ JOSEPH S. VASSALLUZZO		Non-Executive Chairman		February 10, 2015
Joseph S. Vassalluzzo
/S/ JON E. BORTZ		Trustee		February 10, 2015
Jon E. Bortz
/S/ DAVID W. FAEDER		Trustee		February 10, 2015
David W. Faeder
/S/ KRISTIN GAMBLE		Trustee		February 10, 2015
Kristin Gamble
/S/ GAIL P. STEINEL		Trustee		February 10, 2015
Gail P. Steinel
/S/ WARREN M. THOMPSON		Trustee		February 10, 2015
Warren M. Thompson

Item 8 and Item 15(a)(1) and (2)

Index to Consolidated Financial Statements and Schedules

Consolidated Financial Statements	Page No.
Management Assessment Report on Internal Control over Financial Reporting	F-2
Report of Independent Registered Public Accounting Firm	F-3
Report of Independent Registered Public Accounting Firm	F-4
Consolidated Balance Sheets	F-5
Consolidated Statements of Comprehensive Income	F-6
Consolidated Statement of Shareholders’ Equity	F-7
Consolidated Statements of Cash Flows	F-8
Notes to Consolidated Financial Statements	F-9
Financial Statement Schedules
Schedule III—Summary of Real Estate and Accumulated Depreciation	F-30
Schedule IV—Mortgage Loans on Real Estate	F-37

All other schedules have been omitted either because the information is not applicable, not material, or is disclosed in our consolidated financial statements and related notes.

F-1

Management Assessment Report on Internal Control over Financial Reporting

The management of Federal Realty Investment Trust (the "Trust") is responsible for establishing and maintaining adequate internal control over financial reporting. Establishing and maintaining internal control over financial reporting is a process designed by, or under the supervision of, our President and Chief Executive Officer and Executive Vice President - Chief Financial Officer and Treasurer, as appropriate, and effected by our employees, including management and our Board of Trustees, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. This process includes policies and procedures that:

•	pertain to the maintenance of records that accurately and fairly reflect the transactions and dispositions of our assets in reasonable detail;

•	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are made only in accordance with the authorization procedures we have established; and

•	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of any of our assets in circumstances that could have a material adverse effect on our financial statements.

Management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our internal control over financial reporting will prevent all errors and fraud. In designing and evaluating our control system, management recognized that any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of a control system must reflect the fact that there are resource constraints, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, that may affect our operation have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management’s override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management conducted an assessment of the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2014. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 Internal Control—Integrated Framework. Based on this assessment, management concluded that our internal control over financial reporting is effective, based on those criteria, as of December 31, 2014.

Grant Thornton LLP, the independent registered public accounting firm that audited the Trust’s consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Trust’s internal control over financial reporting, which appears on page F-3 of this Annual Report on Form 10-K.

F-2

Report of Independent Registered Public Accounting Firm

Trustees and Shareholders of Federal Realty Investment Trust

We have audited the internal control over financial reporting of Federal Realty Investment Trust (a Maryland real estate investment trust) and Subsidiaries (collectively, the "Trust") as of December 31, 2014, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Trust’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Assessment Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Trust’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Federal Realty Investment Trust and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Trust as of and for the year ended December 31, 2014 and our report dated February 10, 2015 expressed an unqualified opinion on those financial statements.

/s/ GRANT THORNTON LLP

McLean, Virginia

February 10, 2015

F-3

Report of Independent Registered Public Accounting Firm

Trustees and Shareholders of Federal Realty Investment Trust

We have audited the accompanying consolidated balance sheets of Federal Realty Investment Trust (a Maryland real estate investment trust) and Subsidiaries (collectively, the "Trust") as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2014. Our audits of the basic consolidated financial statements included the financial statement schedules listed in the index appearing under Item 15(a) (1) and (2). These financial statements and financial statement schedules are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Federal Realty Investment Trust and Subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Trust’s internal control over financial reporting as of December 31, 2014, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated February 10, 2015 expressed an unqualified opinion.

/s/ GRANT THORNTON LLP

McLean, Virginia

February 10, 2015

F-4

Federal Realty Investment Trust

Consolidated Balance Sheets

	December 31,
	2014				2013
	(In thousands, except share and per share data)
ASSETS
Real estate, at cost
Operating (including $282,303 and $265,138 of consolidated variable interest entities, respectively)	$	5,128,757			$	4,618,258
Construction-in-progress	480,241				531,205
	5,608,998				5,149,463
Less accumulated depreciation and amortization (including $26,618 and $19,086 of consolidated variable interest entities, respectively)	(1,467,050		)		(1,350,471		)
Net real estate	4,141,948				3,798,992
Cash and cash equivalents	47,951				88,927
Accounts and notes receivable, net	93,291				84,838
Mortgage notes receivable, net	50,988				55,155
Investment in real estate partnerships	37,457				32,264
Prepaid expenses and other assets	160,167				145,062
Debt issuance costs, net of accumulated amortization of $11,441 and $9,535, respectively	15,068				14,056
TOTAL ASSETS	$	4,546,870			$	4,219,294
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Mortgages payable (including $187,632 and $202,782 of consolidated variable interest entities, respectively)	$	563,698			$	588,456
Capital lease obligations	71,647				71,671
Notes payable	290,519				300,822
Senior notes and debentures	1,483,813				1,360,913
Accounts payable and accrued expenses	145,685				156,270
Dividends payable	60,620				52,385
Security deposits payable	14,115				12,772
Other liabilities and deferred credits	105,164				100,283
Total liabilities	2,735,261				2,643,572
Commitments and contingencies (Note 9)
Redeemable noncontrolling interests	119,053				104,425
Shareholders’ equity
Preferred shares, authorized 15,000,000 shares, $.01 par: 5.417% Series 1 Cumulative Convertible Preferred Shares, (stated at liquidation preference $25 per share), 399,896 shares issued and outstanding	9,997				9,997
Common shares of beneficial interest, $.01 par, 100,000,000 shares authorized, 68,605,783 and 66,701,422 shares issued and outstanding, respectively	687				667
Additional paid-in capital	2,281,223				2,062,708
Accumulated dividends in excess of net income	(683,991		)		(623,795		)
Accumulated other comprehensive loss	(3,515		)		(1,417		)
Total shareholders’ equity of the Trust	1,604,401				1,448,160
Noncontrolling interests	88,155				23,137
Total shareholders’ equity	1,692,556				1,471,297
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	4,546,870			$	4,219,294

The accompanying notes are an integral part of these consolidated statements.

F-5

Federal Realty Investment Trust

Consolidated Statements of Comprehensive Income

	Year Ended December 31,
	2014				2013				2012
	(In thousands, except per share data)
REVENUE
Rental income	$	666,322			$	620,089			$	580,114
Other property income	14,758				12,169				20,211
Mortgage interest income	5,010				5,155				5,466
Total revenue	686,090				637,413				605,791
EXPENSES
Rental expenses	135,417				118,695				112,616
Real estate taxes	76,506				71,759				66,454
General and administrative	32,316				31,970				31,158
Depreciation and amortization	170,814				160,828				141,701
Total operating expenses	415,053				383,252				351,929
OPERATING INCOME	271,037				254,161				253,862
Other interest income	94				433				689
Interest expense	(93,941		)		(104,977		)		(113,336		)
Early extinguishment of debt	(10,545		)		(13,304		)		—
Income from real estate partnerships	1,243				1,498				1,757
INCOME FROM CONTINUING OPERATIONS	167,888				137,811				142,972
DISCONTINUED OPERATIONS
Discontinued operations - income	—				942				1,400
Discontinued operations - gain on sale of real estate	—				23,861				—
Results from discontinued operations	—				24,803				1,400
INCOME BEFORE GAIN ON SALE OF REAL ESTATE	167,888				162,614				144,372
Gain on sale of real estate	4,401				4,994				11,860
NET INCOME	172,289				167,608				156,232
Net income attributable to noncontrolling interests	(7,754		)		(4,927		)		(4,307		)
NET INCOME ATTRIBUTABLE TO THE TRUST	164,535				162,681				151,925
Dividends on preferred shares	(541		)		(541		)		(541		)
NET INCOME AVAILABLE FOR COMMON SHAREHOLDERS	$	163,994			$	162,140			$	151,384
EARNINGS PER COMMON SHARE, BASIC
Continuing operations	$	2.35			$	2.01			$	2.15
Discontinued operations	—				0.38				0.02
Gain on sale of real estate	0.07				0.08				0.19
	$	2.42			$	2.47			$	2.36
Weighted average number of common shares, basic	67,322				65,331				63,881
EARNINGS PER COMMON SHARE, DILUTED
Continuing operations	$	2.34			$	2.00			$	2.14
Discontinued operations	—				0.38				0.02
Gain on sale of real estate	0.07				0.08				0.19
	$	2.41			$	2.46			$	2.35
Weighted average number of common shares, diluted	67,492				65,483				64,056
NET INCOME	$	172,289			$	167,608			$	156,232
Other comprehensive (loss) income - change in value of interest rate swaps	(2,098		)		10,971				(8,448		)
COMPREHENSIVE INCOME	170,191				178,579				147,784
Comprehensive income attributable to noncontrolling interests	(7,754		)		(4,927		)		(4,307		)
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE TRUST	$	162,437			$	173,652			$	143,477

The accompanying notes are an integral part of these consolidated statements.

F-6

Federal Realty Investment Trust

Consolidated Statement of Shareholders’ Equity

	Shareholders’ Equity of the Trust
	Preferred Shares							Common Shares							Additional Paid-in Capital				Accumulated Dividends in Excess of Net Income				Accumulated Other Comprehensive Loss				Noncontrolling Interests				Total Shareholders' Equity
	Shares			Amount				Shares			Amount
	(In thousands, except share data)
BALANCE AT DECEMBER 31, 2011	399,896			$	9,997			63,544,150			$	636			$	1,764,940			$	(555,541	)		$	(3,940	)		$	24,512			$	1,240,604
Net income, excluding $2,592 attributable to redeemable noncontrolling interests	—			—				—			—				—				151,925				—				1,715				153,640
Other comprehensive loss - change in value of interest rate swaps	—			—				—			—				—				—				(8,448		)		—				(8,448		)
Dividends declared to common shareholders	—			—				—			—				—				(182,813		)		—				—				(182,813		)
Dividends declared to preferred shareholders	—			—				—			—				—				(541		)		—				—				(541		)
Distributions declared to noncontrolling interests	—			—				—			—				—				—				—				(2,232		)		(2,232		)
Common shares issued	—			—				1,039,405			10				106,209				—				—				—				106,219
Exercise of stock options	—			—				97,430			1				5,666				—				—				—				5,667
Shares issued under dividend reinvestment plan	—			—				22,814			—				2,248				—				—				—				2,248
Share-based compensation expense, net	—			—				111,647			1				10,370				—				—				—				10,371
Conversion and redemption of OP units	—			—				—			—				(439		)		—				—				(389		)		(828		)
Contributions from noncontrolling interests	—			—				—			—				—				—				—				175				175
Adjustment to redeemable noncontrolling interests	—			—				—			—				(13,469		)		—				—				—				(13,469		)
BALANCE AT DECEMBER 31, 2012	399,896			9,997				64,815,446			648				1,875,525				(586,970		)		(12,388		)		23,781				1,310,593
Net income, excluding $2,887 attributable to redeemable noncontrolling interests	—			—				—			—				—				162,681				—				2,040				164,721
Other comprehensive income - change in value of interest rate swaps	—			—				—			—				—				—				10,971				—				10,971
Dividends declared to common shareholders	—			—				—			—				—				(198,965		)		—				—				(198,965		)
Dividends declared to preferred shareholders	—			—				—			—				—				(541		)		—				—				(541		)
Distributions declared to noncontrolling interests	—			—				—			—				—				—				—				(1,887		)		(1,887		)
Common shares issued	—			—				1,735,089			18				185,164				—				—				—				185,182
Exercise of stock options	—			—				16,554			—				1,015				—				—				—				1,015
Shares issued under dividend reinvestment plan	—			—				20,026			—				2,130				—				—				—				2,130
Share-based compensation expense, net of shares withheld for employee taxes	—			—				91,831			1				9,356				—				—				—				9,357
Conversion and redemption of OP units	—			—				22,476			—				(625		)		—				—				(797		)		(1,422		)
Adjustment to redeemable noncontrolling interests	—			—				—			—				(9,857		)		—				—				—				(9,857		)
BALANCE AT DECEMBER 31, 2013	399,896			9,997				66,701,422			667				2,062,708				(623,795		)		(1,417		)		23,137				1,471,297
Net income, excluding $3,452 attributable to redeemable noncontrolling interests	—			—				—			—				—				164,535				—				4,302				168,837
Other comprehensive loss - change in value of interest rate swaps	—			—				—			—				—				—				(2,098		)		—				(2,098		)
Dividends declared to common shareholders	—			—				—			—				—				(224,190		)		—				—				(224,190		)
Dividends declared to preferred shareholders	—			—				—			—				—				(541		)		—				—				(541		)
Distributions declared to noncontrolling interests	—			—				—			—				—				—				—				(4,620		)		(4,620		)
Common shares issued	—			—				1,768,703			18				213,562				—				—				—				213,580
Exercise of stock options	—			—				29,218			1				2,261				—				—				—				2,262
Shares issued under dividend reinvestment plan	—			—				18,705			—				2,168				—				—				—				2,168
Share-based compensation expense, net of shares withheld for employee taxes	—			—				87,735			1				9,605				—				—				—				9,606
Redemption of OP units	—			—				—			—				(49		)		—				—				(14		)		(63		)
Contributions from noncontrolling interests	—			—				—			—				—				—				—				65,350				65,350
Adjustment to redeemable noncontrolling interests	—			—				—			—				(9,032		)		—				—				—				(9,032		)
BALANCE AT DECEMBER 31, 2014	399,896			$	9,997			68,605,783			$	687			$	2,281,223			$	(683,991	)		$	(3,515	)		$	88,155			$	1,692,556

The accompanying notes are an integral part of these consolidated statements.

F-7

Federal Realty Investment Trust

Consolidated Statements of Cash Flows

	Year Ended December 31,
	2014				2013				2012
	(In thousands)
OPERATING ACTIVITIES
Net income	$	172,289			$	167,608			$	156,232
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization, including discontinued operations	170,814				161,099				142,039
Gain on sale of real estate	(4,401		)		(28,855		)		(11,860		)
Early extinguishment of debt	10,545				13,304				—
Income from real estate partnerships	(1,243		)		(1,498		)		(1,757		)
Other, net	733				2,704				4,348
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
(Increase) decrease in accounts receivable, net	(3,063		)		(6,321		)		7,332
(Increase) decrease in prepaid expenses and other assets	(4,222		)		69				(7,793		)
Increase in accounts payable and accrued expenses	4,253				5,325				3,259
Increase in security deposits and other liabilities	425				1,063				4,833
Net cash provided by operating activities	346,130				314,498				296,633
INVESTING ACTIVITIES
Acquisition of real estate	(9,154		)		(87,276		)		(80,865		)
Capital expenditures - development and redevelopment	(314,654		)		(243,073		)		(129,346		)
Capital expenditures - other	(46,304		)		(47,069		)		(51,325		)
Proceeds from sale of real estate	—				42,866				—
Proceeds from sale of real estate in real estate partnership	10,406				—				—
Investment in real estate partnership	(6,731		)		—				—
Distribution from real estate partnership in excess of earnings	565				790				1,116
Leasing costs	(35,286		)		(12,393		)		(14,233		)
Repayment of mortgage and other notes receivable, net	5,008				957				1,095
Net cash used in investing activities	(396,150		)		(345,198		)		(273,558		)
FINANCING ACTIVITIES
Net repayments under revolving credit facility, net of costs	—				(1,929		)		—
Issuance of senior notes, net of costs	244,579				564,389				244,807
Redemption and retirement of senior notes	(134,240		)		(293,360		)		(175,000		)
Issuance of mortgages, capital leases and notes payable, net of costs	—				860				5,399
Repayment of mortgages, capital leases and notes payable	(94,422		)		(173,735		)		(53,414		)
Issuance of common shares	216,155				186,548				112,270
Dividends paid to common and preferred shareholders	(215,216		)		(193,016		)		(178,020		)
Distributions to and redemptions of noncontrolling interests	(7,812		)		(7,118		)		(9,935		)
Net cash provided by (used in) financing activities	9,044				82,639				(53,893		)
(Decrease) Increase in cash and cash equivalents	(40,976		)		51,939				(30,818		)
Cash and cash equivalents at beginning of year	88,927				36,988				67,806
Cash and cash equivalents at end of year	$	47,951			$	88,927			$	36,988

The accompanying notes are an integral part of these consolidated statements.

F-8

Federal Realty Investment Trust

Notes to Consolidated Financial Statements

December 31, 2014, 2013 and 2012

NOTE 1—BUSINESS AND ORGANIZATION

Federal Realty Investment Trust (the “Trust”) is an equity real estate investment trust (“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 Mid-Atlantic and Northeast regions of the United States, as well as in California. As of December 31, 2014, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 89 predominantly retail real estate projects.

We operate in a manner intended to enable us to qualify as a REIT for federal income tax purposes. A REIT that distributes at least 90% of its taxable income to its shareholders each year and meets certain other conditions is not taxed on that portion of its taxable income which is distributed to its shareholders.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

Our consolidated financial statements include the accounts of the Trust, its corporate subsidiaries, and all entities in which the Trust has a controlling interest or has been determined to be the primary beneficiary of a variable interest entity (“VIE”). The equity interests of other investors are reflected as noncontrolling interests or redeemable noncontrolling interests. All significant intercompany transactions and balances are eliminated in consolidation. We account for our interests in joint ventures, which we do not control, using the equity method of accounting.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, referred to as “GAAP,” requires management to make estimates and assumptions that in certain circumstances affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates.

Revenue Recognition and Accounts Receivable

Our leases with tenants are classified as operating leases. Substantially all such leases contain fixed escalations which occur at specified times during the term of the lease. Base rents are recognized on a straight-line basis from when the tenant controls the space through the term of the related lease, net of valuation adjustments, based on management’s assessment of credit, collection and other business risk. Percentage rents, which represent additional rents based upon the level of sales achieved by certain tenants, are recognized at the end of the lease year or earlier if we have determined the required sales level is achieved and the percentage rents are collectible. Real estate tax and other cost reimbursements are recognized on an accrual basis over the periods in which the related expenditures are incurred. For a tenant to terminate its lease agreement prior to the end of the agreed term, we may require that they pay a fee to cancel the lease agreement. Lease termination fees for which the tenant has relinquished control of the space are generally recognized on the termination date. When a lease is terminated early but the tenant continues to control the space under a modified lease agreement, the lease termination fee is generally recognized evenly over the remaining term of the modified lease agreement.

We make estimates of the collectability of our accounts receivable related to minimum rents, straight-line rents, expense reimbursements and other revenue. Accounts receivable is carried net of this allowance for doubtful accounts. Our determination as to the collectability of accounts receivable and correspondingly, the adequacy of this allowance, is based primarily upon evaluations of individual receivables, current economic conditions, historical experience and other relevant factors. The allowance for doubtful accounts is increased or decreased through bad debt expense. Accounts receivable are written-off when they are deemed to be uncollectible and we are no longer actively pursuing collection. At December 31, 2014 and 2013, our allowance for doubtful accounts was $12.4 million and $12.7 million, respectively.

In some cases, primarily relating to straight-line rents, the collection of accounts receivable extends beyond one year. Our experience relative to unbilled straight-line rents is that a portion of the amounts otherwise recognizable as revenue is never billed to or collected from tenants due to early lease terminations, lease modifications, bankruptcies and other factors. Accordingly, the extended collection period for straight-line rents along with our evaluation of tenant credit risk may result in the nonrecognition of a portion of straight-line rental income until the collection of such income is reasonably assured. If our evaluation of tenant credit risk changes indicating more straight-line revenue is reasonably collectible than previously estimated

F-9

and realized, the additional straight-line rental income is recognized as revenue. If our evaluation of tenant credit risk changes indicating a portion of realized straight-line rental income is no longer collectible, a reserve and bad debt expense is recorded. At December 31, 2014 and 2013, accounts receivable include approximately $66.1 million and $60.6 million, respectively, related to straight-line rents.

Real Estate

Land, buildings and improvements are recorded at cost. Depreciation is computed using the straight-line method. Estimated useful lives range generally from 35 years to a maximum of 50 years on buildings and major improvements. Minor improvements, furniture and equipment are capitalized and depreciated over useful lives ranging from 2 to 20 years. Maintenance and repairs that do not improve or extend the useful lives of the related assets are charged to operations as incurred. Tenant improvements are capitalized and depreciated over the life of the related lease or their estimated useful life, whichever is shorter. If a tenant vacates its space prior to contractual termination of its lease, the undepreciated balance of any tenant improvements are written off if they are replaced or have no future value. In 2014, 2013 and 2012, real estate depreciation expense was $155.7 million, $147.7 million and $128.7 million, respectively, including amounts from discontinued operations and assets under capital lease obligations.

Sales of real estate are recognized only when sufficient down payments have been obtained, possession and other attributes of ownership have been transferred to the buyer and we have no significant continuing involvement. The application of these criteria can be complex and requires us to make assumptions. We believe these criteria were met for all real estate sold during the periods presented.

Our methodology of allocating the cost of acquisitions to assets acquired and liabilities assumed is based on estimated fair values, replacement cost and/or appraised values. When we acquire operating real estate properties, the purchase price is allocated to land, building, improvements, leasing costs, intangibles such as in-place leases, assumed debt, if any, and to current assets and liabilities acquired, if any. The value allocated to in-place leases is amortized over the related lease term and reflected as rental income in the consolidated statements of comprehensive income. We consider qualitative and quantitative factors in evaluating the likelihood of a tenant exercising a below market renewal option and include such renewal options in the calculation of in-place lease value when we consider these to be bargain renewal options. If the value of below market lease intangibles includes renewal option periods, we include such renewal periods in the amortization period utilized. If a tenant vacates its space prior to contractual termination of its lease, the unamortized balance of any in-place lease value is written off to rental income.

Transaction costs related to the acquisition of a business, such as broker fees, transfer taxes, legal, accounting, valuation, and other professional and consulting fees, are expensed as incurred and included in “general and administrative expenses” in our consolidated statements of comprehensive income. The acquisition of an operating shopping center typically qualifies as a business. For asset acquisitions not meeting the definition of a business, transaction costs are capitalized as part of the acquisition cost.

When applicable, as lessee, we classify our leases of land and building as operating or capital leases. We are required to use judgment and make estimates in determining the lease term, the estimated economic life of the property and the interest rate to be used in determining whether or not the lease meets the qualification of a capital lease and is recorded as an asset.

We capitalize certain costs related to the development and redevelopment of real estate including pre-construction costs, real estate taxes, insurance, construction costs and salaries and related costs of personnel directly involved. Additionally, we capitalize interest costs related to development and redevelopment activities. Capitalization of these costs begin when the activities and related expenditures commence and cease when the project is substantially complete and ready for its intended use at which time the project is placed in service and depreciation commences. Additionally, we make estimates as to the probability of certain development and redevelopment projects being completed. If we determine the development or redevelopment is no longer probable of completion, we expense all capitalized costs which are not recoverable.

We review for impairment on a property by property basis. Impairment is recognized on properties held for use when the expected undiscounted cash flows for a property are less than its carrying amount at which time the property is written-down to fair value. Properties held for sale are recorded at the lower of the carrying amount or the expected sales price less costs to sell. Effective January 1, 2014, we adopted ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” as further discussed in "Recently Adopted Accounting Pronouncements." Prior to January 1, 2014, the sale or disposal of a “component of an entity” was treated as discontinued operations. The operating properties sold by us prior to January 1, 2014 typically met the definition of a component of an entity and as such the revenues and expenses associated with sold properties were reclassified to discontinued operations for all periods presented.

F-10

Cash and Cash Equivalents

We define cash and cash equivalents as cash on hand, demand deposits with financial institutions and short term liquid investments with an initial maturity, when purchased, under three months. Cash balances in individual banks may exceed the federally insured limit by the Federal Deposit Insurance Corporation (the “FDIC”). At December 31, 2014, we had $47.7 million in excess of the FDIC insured limit.

Prepaid Expenses and Other Assets

Prepaid expenses and other assets consist primarily of lease costs, prepaid property taxes and acquired above market leases. Capitalized lease costs are direct costs incurred which were essential to originate a lease and would not have been incurred had the leasing transaction not taken place and include third party commissions and salaries and related costs of personnel directly related to time spent obtaining a lease. Capitalized lease costs are amortized over the life of the related lease. If a tenant vacates its space prior to the contractual termination of its lease, the unamortized balance of any previously capitalized lease costs are written off.

Debt Issuance Costs

Costs related to the issuance of debt instruments are capitalized and are amortized as interest expense over the estimated life of the related issue using the straight-line method which approximates the effective interest method. If a debt instrument is paid off prior to its original maturity date, the unamortized balance of debt issuance costs are written off to interest expense or, if significant, included in “early extinguishment of debt.”

Derivative Instruments

At times, we may use derivative instruments to manage exposure to variable interest rate risk. We generally enter into interest rate swaps to manage our exposure to variable interest rate risk and treasury locks to manage the risk of interest rates rising prior to the issuance of debt. We enter into derivative instruments that qualify as cash flow hedges and do not enter into derivative instruments for speculative purposes.

The interest rate swaps associated with our cash flow hedges are recorded at fair value on a recurring basis. We assess effectiveness of our cash flow hedges both at inception and on an ongoing basis. The effective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recorded in accumulated other comprehensive loss and is subsequently reclassified into interest expense as interest is incurred on the related variable rate debt; within the next twelve months, we expect to reclassify an estimated $3.8 million as an increase to interest expense. Our cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and LIBOR rate. In addition, we evaluate the default risk of the counterparty by monitoring the credit worthiness of the counterparty. When ineffectiveness exists, the ineffective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recognized in earnings in the period affected. Hedge ineffectiveness did not impact earnings in 2014, 2013 or 2012, and we do not anticipate it will have a significant effect in the future.

See Note 8 for additional disclosures relating to our two existing interest rate swap agreements.

Mortgage Notes Receivable

We have made certain mortgage loans that, because of their nature, qualify as loan receivables. At the time the loans were made, we did not intend for the arrangement to be anything other than a financing and did not contemplate a real estate investment. We evaluate each investment to determine whether the loan arrangement qualifies as a loan, joint venture or real estate investment and the appropriate accounting thereon. Such determination affects our balance sheet classification of these investments and the recognition of interest income derived therefrom. On some of the loans we receive additional interest, however, we never receive in excess of 50% of the residual profit in the project, and because the borrower has either a substantial investment in the project or has guaranteed all or a portion of our loan (or a combination thereof), the loans qualify for loan accounting. The amounts under these arrangements are presented as mortgage notes receivable at December 31, 2014 and 2013.

F-11

Mortgage notes receivable are recorded at cost, net of any valuation adjustments. Interest income is accrued as earned. Mortgage notes receivable are considered past due based on the contractual terms of the note agreement. On a quarterly basis, we evaluate the collectability of each mortgage note receivable based on various factors which may include payment history, expected fair value of the collateral securing the loan, internal and external credit information and/or economic trends. A loan is considered impaired when, based upon current information and events, it is probable that we will be unable to collect all amounts due under the existing contractual terms. When a loan is considered impaired, the amount of the loss accrual is calculated by comparing the carrying amount of the mortgage note receivable to the present value of expected future cash flows. Since all of our loans are collateralized by either a first or second mortgage, the loans have risk characteristics similar to the risks in owning commercial real estate.

Share Based Compensation

We grant share based compensation awards to employees and trustees typically in the form of restricted common shares, commons shares, and options. We measure stock based compensation expense based on the grant date fair value of the award and recognize the expense ratably over the requisite service period, which is typically the vesting period. See Note 15 for further discussion regarding our share based compensation plans and policies.

Variable Interest Entities

Certain entities that do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties or in which equity investors do not have the characteristics of a controlling financial interest qualify as VIEs. VIEs are required to be consolidated by their primary beneficiary. The primary beneficiary of a VIE has both the power to direct the activities that most significantly impact economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

We have evaluated our investments in certain joint ventures including our real estate partnership with affiliates of a discretionary fund created and advised by ING Clarion Partners and determined that these joint ventures do not meet the requirements of a variable interest entity and, therefore, consolidation of these ventures is not required. These investments are accounted for using the equity method. We have also evaluated our mortgage loans receivable and determined that entities obligated under the mortgage loans are not VIEs for all periods presented. Our investment balances from our real estate partnership and mortgage notes receivable are presented separately in our consolidated balance sheets.

On October 16, 2006, we acquired the leasehold interest in Melville Mall under a 20 year master lease. Additionally, we loaned the owner of Melville Mall $34.2 million secured by a second mortgage on the property. On June 3, 2014, we repaid the third party mortgage loan as further discussed in Note 7, and effectively became the first mortgage lender on the property. We have an option to purchase the shopping center on or after October 16, 2021 for a price of $5.0 million plus the assumption/repayment of the first and second mortgages. If we fail to exercise our purchase option, the owner of Melville Mall has a put option which would require us to purchase Melville Mall in 2023 for $5.0 million and the assumption of the owner’s mortgage debt. We have determined that this property is held in a variable interest entity for which we are the primary beneficiary. Accordingly, beginning October 16, 2006, we consolidated this property and its operations. As of December 31, 2013, $20.7 million is included in mortgages payable (net of unamortized discount) for the mortgage loan secured by Melville Mall, however, the loan was not our legal obligation. At December 31, 2014 and 2013, net real estate assets related to Melville Mall included in our consolidated balance sheets are approximately $61.9 million and $62.6 million, respectively.

In conjunction with the acquisition of Darien Shopping Center, we entered into a Reverse Section 1031 like-kind exchange agreement with a third party intermediary. The exchange agreement was for a maximum of 180 days and allowed us, for tax purposes, to defer gains on sale of other properties sold within this period. From April 3, 2013 to September 10, 2013, the third party intermediary was the legal owner of the property, although we controlled the activities that most significantly impacted the property, retained all of the economic benefits and risks associated with the property, and were the primary beneficiary. Accordingly, effective April 3, 2013, we consolidated Darien Shopping Center and its operations even during the period it was held by a third party intermediary.

We determined the joint venture that owns Plaza El Segundo is a variable interest entity for which we are the primary beneficiary. We are the managing member and own 48.2% of the entity. We control the significant operating decisions, consequently having the power to direct the activities that most significantly impact economic performance of the VIE, and have the obligation to absorb the majority of the losses and receive the majority of the benefits. Therefore, the entity is consolidated in our financial statements as of December 30, 2011. As of December 31, 2014 and 2013, net real estate assets related to Plaza El Segundo included in our consolidated balance sheets are approximately $178.1 million and $183.4 million, respectively, and mortgages payable (net of unamortized premium) of $180.3 million and $182.1 million, respectively. Plaza El Segundo's creditors do not have recourse to our general credit. Our maximum exposure to loss is approximately $19.5 million.

F-12

As further discussed in Note 3, we have entered into an agreement to acquire the interest of one of the noncontrolling interest holders in The Grove at Shrewsbury in 2015. The entity that holds this interest is a variable interest entity for which we are the primary beneficiary. As of December 31, 2014, net real estate assets related to this entity's interest in The Grove at Shrewsbury included in our consolidated balance sheet are approximately $15.7 million and a mortgage payable (net of unamortized premium) of $7.4 million.

Redeemable Noncontrolling Interests

We have certain noncontrolling interests that are redeemable for cash upon the occurrence of an event that is not solely in our control and therefore are classified outside of permanent equity. We adjust the carrying amounts of these noncontrolling interests that are currently redeemable to redemption value at the balance sheet date. Adjustments to the carrying amount to reflect changes in redemption value are recorded as adjustments to additional paid-in capital in shareholders' equity. These amounts are classified within the mezzanine section of the consolidated balance sheets.

The following table provides a rollforward of the redeemable noncontrolling interests:

	Year Ended
	December 31,
	2014				2013
	(In thousands)
Beginning balance	$	104,425			$	94,420
Net income	3,452				2,887
Distributions & Redemptions	(3,714		)		(3,822		)
Contributions	5,858				1,083
Adjustment to redeemable noncontrolling interests	9,032				9,857
Ending balance	$	119,053			$	104,425

Income Taxes

We operate in a manner intended to enable us to qualify as a REIT for federal income tax purposes. A REIT that distributes at least 90% of its taxable income to its shareholders each year and meets certain other conditions is not taxed on that portion of its taxable income which is distributed to its shareholders. Therefore, federal income taxes on our taxable income have been and are generally expected to be immaterial. We are obligated to pay state taxes, generally consisting of franchise or gross receipts taxes in certain states. Such state taxes also have not been material.

We have elected to treat certain of our subsidiaries as taxable REIT subsidiaries, which we refer to as a TRS. In general, a TRS may engage in any real estate business and certain non-real estate businesses, subject to certain limitations under the Internal Revenue Code of 1986, as amended (the “Code”). A TRS is subject to federal and state income taxes. Our TRS activities have not been material.

With few exceptions, we are no longer subject to U.S. federal, state, and local tax examinations by tax authorities for years before 2010. As of December 31, 2014 and 2013, we had no material unrecognized tax benefits. While we currently have no material unrecognized tax benefits, as a policy, we recognize penalties and interest accrued related to unrecognized tax benefits as income tax expense.

Segment Information

Our primary business is the ownership, management, and redevelopment of retail and mixed-use properties. We review operating and financial information for each property on an individual basis and therefore, each property represents an individual operating segment. We evaluate financial performance using property operating income, which consists of rental income, other property income and mortgage interest income, less rental expenses and real estate taxes. No individual property constitutes more than 10% of our revenues or property operating income and we have no operations outside of the United States of America. Therefore, we have aggregated our properties into one reportable segment as the properties share similar long-term economic characteristics and have other similarities including the fact that they are operated using consistent business strategies, are typically located in major metropolitan areas, and have similar tenant mixes.

F-13

Recently Adopted Accounting Pronouncements

In April 2014, the FASB issued ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 amends the definition of a discontinued operation to include only the disposal of a component of an entity that represents a strategic shift that has or will have a major impact on an entity’s operations and financial results. The standard also requires additional disclosures about discontinued operations as well as disposal transactions that do not meet the discontinued operations criteria. The standard is applicable prospectively for all disposals initially classified as held for sale in periods after adoption. We adopted the standard effective January 1, 2014, and there was no impact to the current period financial statements. In future periods, the adoption will result in most individual property disposals not qualifying for discontinued operations presentation and thus, the results of those disposals will remain in “income from continuing operations.” Properties sold prior to January 1, 2014, are not subject to ASU 2014-08 and therefore, continue to be classified as discontinued operations using the previous definition.

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers." ASU 2014-09 supersedes nearly all existing revenue recognition guidance under GAAP and replaces it with a core revenue recognition principle, that an entity will recognize revenue when it transfers control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and creates a five-step model for revenue recognition in accordance with this principle. ASU 2014-09 also requires new disclosures in both interim and annual reporting periods. The guidance in ASU 2014-09 does not apply to contracts within the scope of ASC 840, Leases. ASU 2014-09 will be effective for us in the first quarter of 2017 and allows for either full retrospective or modified retrospective adoption. We are currently assessing the impact of this standard to our consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” ASU 2014-15 provides guidance regarding management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and if such doubt exists, requires specific disclosures. ASU 2014-15 is effective for us in the first quarter of 2017 and is not expected to have a significant impact on our consolidated financial statements.

In January 2015, the FASB issued ASU 2015-01, "Income Statement - Extraordinary and Unusual Items." ASU 2015-01 eliminates the concept, and related presentation and disclosure requirements, of an extraordinary item. The presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include those items that are both unusual in nature and infrequently occurring. ASU 2015-01 is effective for us in the first quarter of 2016 and is not expected to have a significant impact on our consolidated financial statements.

Consolidated Statements of Cash Flows—Supplemental Disclosures

The following table provides supplemental disclosures related to the Consolidated Statements of Cash Flows:

	Year Ended December 31,
	2014				2013				2012
	(In thousands)
SUPPLEMENTAL DISCLOSURES:
Total interest costs incurred	$	114,912			$	121,158			$	123,441
Interest capitalized	(20,971		)		(16,181		)		(10,105		)
Interest expense	$	93,941			$	104,977			$	113,336
Cash paid for interest, net of amounts capitalized	$	100,011			$	120,934			$	114,419
Cash paid (refunded) for income taxes	$	278			$	410			$	(1,151	)
NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Mortgage loans assumed with acquisition	$	68,282			$	—			$	67,615
DownREIT operating partnership units issued with acquisition	$	65,348			$	—			$	—
Mortgage loans refinanced	$	64,205			$	—			$	—
Repayment of note payable with public funding/related construction-in-progress offset	$	10,000			$	—			$	—
Shares issued under dividend reinvestment plan	$	1,855			$	1,779			$	1,864

See Note 3 for additional disclosures relating to The Grove at Shrewsbury and Brook 35 acquisition.

F-14

Capitalized lease costs are direct costs incurred which were essential to originate a lease and would not have been incurred had the leasing transaction not taken place. These costs include third party commissions and salaries and personnel costs related to obtaining a lease. Capitalized lease costs are amortized over the initial term of the related lease which generally ranges from three to ten years. We view these lease costs as part of the up-front initial investment we made in order to generate a long-term cash inflow and therefore, we classify cash outflows related to leasing costs as an investing activity in our consolidated statements of cash flows.

NOTE 3—REAL ESTATE

A summary of our real estate investments and related encumbrances is as follows:

		Cost				Accumulated Depreciation and Amortization				Encumbrances
		(In thousands)
December 31, 2014
Retail and mixed-use properties		$	5,478,085			$	(1,423,682	)		$	541,568
Retail properties under capital leases		121,069				(35,179		)		71,647
Residential		9,844				(8,189		)		22,130
		$	5,608,998			$	(1,467,050	)		$	635,345
December 31, 2013
Retail and mixed-use properties		$	5,024,800			$	(1,310,791	)		$	565,935
Retail properties under capital leases		115,028				(31,955		)		71,671
Residential		9,635				(7,725		)		22,521
		$	5,149,463			$	(1,350,471	)		$	660,127

Retail and mixed-use properties includes the residential portion of Santana Row, Bethesda Row, Pike & Rose, Congressional Plaza and Chelsea Commons. The residential property investment is our investment in Rollingwood Apartments.

2014 Significant Property Acquisitions

Effective January 1, 2014, we acquired a controlling interest in The Grove at Shrewsbury, a 187,000 square foot shopping center in Shrewsbury, New Jersey, and Brook 35, a 99,000 square foot shopping center in Sea Girt, New Jersey for a gross value of $161 million. Our effective economic interest approximates 84% and was funded by the assumption of our share of $68 million of mortgage debt, 632,000 downREIT operating partnership units, and $13 million of cash (which was in an escrow account at December 31, 2013). Approximately $1.7 million and $2.3 million of net assets acquired were allocated to other assets for "above market leases" and other liabilities for "below market leases," respectively. Additionally, $71.1 million was allocated to redeemable and nonredeemable noncontrolling interests. We incurred $2.0 million of acquisition costs, of which $1.0 million were incurred in 2014, and are included in "general and administrative expenses" in 2014 and 2013 on the accompanying consolidated statements of comprehensive income.

We have entered into an agreement to acquire the interest of one of the noncontrolling interest holders in The Grove at Shrewsbury in 2015. As this noncontrolling interest is mandatorily redeemable, it has been classified as a liability of approximately $9 million and is included in "other liabilities and deferred credits" on the December 31, 2014 consolidated balance sheet. An additional noncontrolling interest holder has the right to require us to acquire its interests in The Grove at Shrewsbury and Brook 35 at the then current fair market value beginning on January 1, 2017.

2013 Significant Property Acquisitions and Dispositions

On April 3, 2013, we acquired the fee interest in a 95,000 square foot retail property located in Darien, Connecticut for $47.3 million. Approximately $0.1 million and $1.8 million of net assets acquired were allocated to other assets for "above market leases" and other liabilities for "below market leases", respectively. We incurred $0.2 million of acquisition costs which are included in "general and administrative expenses" in 2013.

On April 5, 2013, one of our tenants acquired our fee interest in the land under an office building at our Village of Shirlington property in Arlington, Virginia, that was subject to a long term ground lease. The ground lease included an option for the tenant to purchase the fee interest. The sales price was $6.5 million, and the gain was $5.0 million.

F-15

On July 22, 2013, we sold the fee interest in our final building at Fifth Avenue in San Diego, California, for a sales price of $15.3 million resulting in a gain of $10.7 million. On September 10, 2013 we sold the fee interest in a building in Forest Hills (Queens), New York, for a sales price of $20.4 million resulting in a gain of $13.2 million. Both sales were completed as a Section 1031 tax deferred exchange transaction with the acquisition of the property in Darien.

On October 1, 2013, we acquired the fee interest in an 11.8 acre land parcel adjacent to our Assembly Row development project for a purchase price of $18.0 million.

On December 19, 2013, we acquired the fee interest in a land parcel contiguous with our Montrose Crossing shopping center that is encumbered by two retail ground leases. The total purchase price was $10.5 million and our 89.9% share was $9.4 million.

NOTE 4—MORTGAGE NOTES RECEIVABLE

At December 31, 2014 and 2013, we had four and five mortgage notes receivable with an aggregate carrying amount of $51.0 million and $55.2 million, respectively. Approximately $41.2 million and $44.8 million of the loans are secured by first mortgages on retail buildings at December 31, 2014 and 2013, respectively. One of the loans, which is secured by a second mortgage on a hotel at our Santana Row property, was considered impaired when it was amended in August 2006. At December 31, 2014 and 2013, the loan has an outstanding face amount of $10.7 million and $11.9 million, respectively, and is carried net of a valuation allowance of $1.0 million and $1.6 million, respectively. At December 31, 2014 and 2013, our mortgages had a weighted average interest rate of 9.0%. Under the terms of certain of these mortgages, we receive additional interest based upon the gross income of the secured properties and upon sale, share in the appreciation of the properties.

NOTE 5—REAL ESTATE PARTNERSHIPS

Federal/Lion Venture LP

We have a joint venture arrangement (the “Partnership”) with affiliates of a discretionary fund created and advised by ING Clarion Partners (“Clarion”). We own 30% of the equity in the Partnership and Clarion owns 70%. We hold a general partnership interest, however, Clarion also holds a general partnership interest and has substantive participating rights. We cannot make significant decisions without Clarion’s approval. Accordingly, we account for our interest in the Partnership using the equity method. As of December 31, 2014, the Partnership owned six retail real estate properties. We are the manager of the Partnership and its properties, earning fees for acquisitions, dispositions, management, leasing, and financing. Intercompany profit generated from fees is eliminated in consolidation. We also have the opportunity to receive performance-based earnings through our Partnership interest. Accounting policies for the Partnership are similar to accounting policies followed by the Trust. The Partnership is subject to a buy-sell provision which is customary for real estate joint venture agreements and the industry. Either partner may initiate this provision at any time, which could result in either the sale of our interest or the use of available cash or borrowings to acquire Clarion’s interest. As of December 31, 2014, we have made total contributions of $48.8 million and received total distributions of $30.4 million.

The following tables provide summarized operating results and the financial position of the Partnership:

	Year Ended December 31,
	2014				2013				2012
	(In thousands)
OPERATING RESULTS
Revenue	$	18,329			$	19,209			$	19,051
Expenses
Other operating expenses	5,948				5,999				5,234
Depreciation and amortization	5,678				5,506				5,508
Interest expense	2,759				3,363				3,376
Total expenses	14,385				14,868				14,118
Net income before gain on sale of real estate	3,944				4,341				4,933
Gain on sale of real estate	14,507				—				—
Net income	$	18,451			$	4,341			$	4,933
Our share of net income from real estate partnership before gain on sale of real estate	$	1,423			$	1,498			$	1,815
Our share of gain on sale of real estate	$	4,401			$	—			$	—

F-16

	December 31,
	2014				2013
	(In thousands)
BALANCE SHEETS
Real estate, net	$	149,203			$	170,867
Cash	2,864				2,210
Other assets	5,346				5,668
Total assets	$	157,413			$	178,745
Mortgages payable	$	34,385			$	56,922
Other liabilities	3,673				4,100
Partners’ capital	119,355				117,723
Total liabilities and partners’ capital	$	157,413			$	178,745
Our share of unconsolidated debt	$	10,316			$	17,077
Our investment in real estate partnership	$	32,367			$	32,264

On June 5, 2014, the Partnership repaid an $11.9 million mortgage loan secured by one of its properties at par prior to the original maturity date of July 5, 2014. The partners made additional capital contributions totaling $11.9 million to repay the mortgage loan, of which our contribution was $3.6 million.

On July 24, 2014, the Partnership sold the fee interest in Pleasant Shops in Weymouth, Massachusetts for a sales price of $34.3 million, resulting in a gain on sale of $14.5 million. Our share of the gain was $4.4 million. The partners received distributions totaling $32.8 million as a result of the sale, of which our distribution was $10.4 million.

On September 2, 2014, the Partnership repaid a $10.5 million mortgage loan secured by one of its properties at par prior to the original maturity date of December 1, 2014. The partners made additional capital contributions totaling $10.5 million to repay the mortgage loan, of which our contribution was $3.2 million.

Taurus Newbury Street JV II Limited Partnership

In May 2010, we formed Taurus Newbury Street JV II Limited Partnership ("Newbury Street Partnership"), a joint venture with an affiliate of Taurus Investment Holdings, LLC ("Taurus"), to acquire, operate and redevelop properties located primarily in the Back Bay section of Boston, Massachusetts. We held an 85% limited partnership interest in Newbury Street Partnership and Taurus held a 15% limited partnership interest and served as general partner. As general partner, Taurus was responsible for the operation and management of the properties, subject to our approval on major decisions. Accordingly, given Taurus' role as general partner, we accounted for our interest in Newbury Street Partnership using the equity method. Due to the timing of receiving financial information from the general partner, our share of earnings was recorded one quarter in arrears. On October 31, 2011, our Newbury Street Partnership sold its entire portfolio of three buildings for $44.0 million. Due to our earnings being recorded one quarter in arrears, we recognized the gain on sale of $11.9 million in the first quarter of 2012.

NOTE 6—ACQUIRED IN-PLACE LEASES

Acquired above market leases are included in prepaid expenses and other assets and had a balance of $32.7 million and $31.1 million and accumulated amortization of $19.3 million and $16.3 million at December 31, 2014 and 2013, respectively. Acquired below market leases are included in other liabilities and deferred credits and had a balance of $109.8 million and $111.1 million and accumulated amortization of $37.0 million and $34.9 million at December 31, 2014 and 2013, respectively. The value allocated to in-place leases is amortized over the related lease term and reflected as additional rental income for below market leases or a reduction of rental income for above market leases in the consolidated statements of comprehensive income. Rental income included amortization from acquired above market leases of $3.4 million, $2.8 million and $3.4 million in 2014, 2013 and 2012, respectively and amortization from acquired below market leases of $5.8 million, $5.9 million and $4.5 million in 2014, 2013 and 2012, respectively. The remaining weighted-average amortization period as of December 31, 2014, is 5.1 years and 21.2 years for above market leases and below market leases, respectively.

F-17

The amortization for acquired in-place leases during the next five years and thereafter, assuming no early lease terminations, is as follows:

		Above Market Leases				Below Market Leases
		(In thousands)
Year ending December 31,
2015		$	2,892			$	5,327
2016		2,476				4,898
2017		1,784				4,653
2018		1,275				3,706
2019		923				3,610
Thereafter		4,012				50,632
		$	13,362			$	72,826

F-18

NOTE 7—DEBT

The following is a summary of our total debt outstanding as of December 31, 2014 and 2013:

			Principal Balance as of December 31,								Stated Interest Rate as of
Description of Debt			2014				2013				December 31, 2014			Stated Maturity Date
Mortgages payable			(Dollars in thousands)
Melville Mall			$	—			$	20,705			5.25	%		September 1, 2014
THE AVENUE at White Marsh			—				54,112				5.46	%		January 1, 2015
Barracks Road			35,985				37,069				7.95	%		November 1, 2015
Hauppauge			13,566				13,974				7.95	%		November 1, 2015
Lawrence Park			25,507				26,275				7.95	%		November 1, 2015
Wildwood			22,420				23,095				7.95	%		November 1, 2015
Wynnewood			25,994				26,777				7.95	%		November 1, 2015
Brick Plaza			26,415				27,254				7.42	%		November 1, 2015
East Bay Bridge			—				61,980				5.13	%		March 1, 2016
Plaza El Segundo			175,000				175,000				6.33	%		August 5, 2017
The Grove at Shrewsbury (East)			44,519				—				5.82	%		October 1, 2017
The Grove at Shrewsbury (West)			11,242				—				6.38	%		March 1, 2018
Rollingwood Apartments			22,130				22,521				5.54	%		May 1, 2019
29th Place			4,941				5,119				5.91	%		January 31, 2021
THE AVENUE at White Marsh			52,705				—				3.35	%		January 1, 2022
Montrose Crossing			75,867				77,341				4.20	%		January 10, 2022
Brook 35			11,500				—				4.65	%		July 1, 2029
Chelsea			7,074				7,269				5.36	%		January 15, 2031
Subtotal			554,865				578,491
Net unamortized premium			8,833				9,965
Total mortgages payable			563,698				588,456
Notes payable
Escondido (municipal bonds)			9,400				9,400				0.06	%		October 1, 2016
Revolving credit facility			—				—				LIBOR + 0.90%			April 21, 2017
Term loan			275,000				275,000				LIBOR + 0.90%			November 21, 2018
Various			6,119				16,422				11.31	%		Various through 2028
Total notes payable			290,519				300,822
Senior notes and debentures
5.65% notes			—				125,000				5.65	%		June 1, 2016
6.20% notes			200,000				200,000				6.20	%		January 15, 2017
5.90% notes			150,000				150,000				5.90	%		April 1, 2020
3.00% notes			250,000				250,000				3.00	%		August 1, 2022
2.75% notes			275,000				275,000				2.75	%		June 1, 2023
3.95% notes			300,000				300,000				3.95	%		January 15, 2024
7.48% debentures			29,200				29,200				7.48	%		August 15, 2026
6.82% medium term notes			40,000				40,000				6.82	%		August 1, 2027
4.50% notes			250,000				—				4.50	%		December 1, 2044
Subtotal			1,494,200				1,369,200
Net unamortized discount			(10,387		)		(8,287		)
Total senior notes and debentures			1,483,813				1,360,913
Capital lease obligations
Various			71,647				71,671				Various			Various through 2106
Total debt and capital lease obligations			$	2,409,677			$	2,321,862

F-19

In connection with the acquisition of The Grove at Shrewsbury and Brook 35 on January 1, 2014, we assumed mortgage loans with a face amount of $68.3 million and a fair value of $73.8 million. The mortgage loans are secured by the individual properties with the following contractual terms:

	Principal				Stated Interest Rate			Maturity Date
	(In millions)
Brook 35 Plaza	$	11.5			5.46	%		July 1, 2014
The Grove at Shrewsbury (East)	$	45.4			5.82	%		October 1, 2017
The Grove at Shrewsbury (West)	$	11.4			6.38	%		March 1, 2018

During 2014, we refinanced or issued the following loans or debt securities:

		Amount				Stated Interest Rate			Refinance/Issuance Date		Maturity Date
		(In millions)
Brook 35 Plaza Mortgage Loan	Refinance	$	11.5			4.65	%		June 2, 2014		July 1, 2029
4.50% Senior Notes (1)	Issuance	$	250.0			4.50	%		November 14, 2014		December 1, 2044
THE AVENUE at White Marsh Mortgage Loan	Refinance	$	52.7			3.35	%		December 15, 2014		January 1, 2022

(1) The net proceeds from this note offering after issuance discounts, underwriting fees and other costs were approximately $244.6 million.

During 2014, we fully repaid or redeemed the following loans or debt securities:

		Payoff Amount				Repayment Date		Maturity Date
		(In millions)
Melville Mall Mortgage Loan		$	20.3			June 3, 2014		September 1, 2014
East Bay Bridge Mortgage Loan (1)		$	61.0			December 10, 2014		March 1, 2016
5.65% Senior Notes (2)		$	125.0			December 12, 2014		June 1, 2016

(1) The total amount due at payoff of $64.0 million included a prepayment premium of $3.0 million and accrued but unpaid interest of $0.1 million. The prepayment premium is included in "early extinguishment of debt" in 2014.

(2) The redemption price of $134.5 million included a make-whole premium of approximately $9.2 million and accrued but unpaid interest of $0.2 million. The make-whole premium is included in "early extinguishment of debt" in 2014.

On August 28, 2014, we amended our term loan agreement and lowered the spread over LIBOR by 40 basis points from 130 basis points to 90 basis points based on our current credit rating. The amendment also provides us the option to extend the maturity date by one year.

During 2014, 2013 and 2012, the maximum amount of borrowings outstanding under our revolving credit facility was $79.5 million, $76.0 million and $186.0 million, respectively. The weighted average amount of borrowings outstanding was $12.5 million, $10.5 million and $1.5 million, respectively, and the weighted average interest rate, before amortization of debt fees, was 1.1%, 1.3% and 1.4%, respectively. The revolving credit facility requires an annual facility fee of $0.9 million. At December 31, 2014 and 2013, our revolving credit facility had no balance outstanding.

Our revolving credit facility and certain notes require us to comply with various financial covenants, including the maintenance of minimum shareholders’ equity and debt coverage ratios and a maximum ratio of debt to net worth. As of December 31, 2014, we were in compliance with all loan covenants.

F-20

Scheduled principal payments on mortgages payable, notes payable, senior notes and debentures as of December 31, 2014 are as follows:

	Mortgages Payable					Notes Payable					Senior Notes and Debentures				Total Principal
	(In thousands)
Year ending December 31,
2015	$	153,395				$	369				$	—			$	153,764
2016	3,774					9,806					—				13,580
2017	220,438					451			(1)		200,000				420,889
2018	13,326					275,500					—				288,826
2019	22,731					553					—				23,284
Thereafter	141,201					3,840					1,294,200				1,439,241
	$	554,865				$	290,519				$	1,494,200			$	2,339,584			(2)

---

(1)	Our $600.0 million revolving credit facility matures on April 21, 2017, subject to a one-year extension at our option. As of December 31, 2014, there was no balance outstanding under this credit facility.

(2)	The total debt maturities differ from the total reported on the consolidated balance sheet as of December 31, 2014 due to the unamortized discount or premium on certain senior notes and mortgages payable.

Future minimum lease payments and their present value for property under capital leases as of December 31, 2014, are as follows:

	(In thousands)
Year ending December 31,
2015	$	5,787
2016	5,788
2017	5,797
2018	5,800
2019	5,800
Thereafter	160,210
	189,182
Less amount representing interest	(117,535		)
Present value	$	71,647

NOTE 8—FAIR VALUE OF FINANCIAL INSTRUMENTS

A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability in an orderly transaction. The hierarchy for inputs used in measuring fair value are as follows:

1.	Level 1 Inputs—quoted prices in active markets for identical assets or liabilities

2.	Level 2 Inputs—observable inputs other than quoted prices in active markets for identical assets and liabilities

3.	Level 3 Inputs—prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

Except as disclosed below, the carrying amount of our financial instruments approximates their fair value. The fair value of our mortgages payable, notes payable and senior notes and debentures is sensitive to fluctuations in interest rates. Quoted market prices (Level 1) were used to estimate the fair value of our marketable senior notes and debentures and discounted cash flow analysis (Level 2) is generally used to estimate the fair value of our mortgages and notes payable. Considerable judgment is necessary to estimate the fair value of financial instruments. The estimates of fair value presented herein are not necessarily

F-21

indicative of the amounts that could be realized upon disposition of the financial instruments. A summary of the carrying amount and fair value of our mortgages payable, notes payable and senior notes and debentures is as follows:

	December 31, 2014								December 31, 2013
Carrying Value				Fair Value				Carrying Value				Fair Value
(In thousands)
Mortgages and notes payable	$	854,217			$	880,866			$	889,278			$	912,251
Senior notes and debentures	$	1,483,813			$	1,579,868			$	1,360,913			$	1,397,731

As of December 31, 2014, we have two interest rate swap agreements with a notional amount of $275.0 million that are measured at fair value on a recurring basis. The interest rate swap agreements fix the variable portion of our $275.0 million term loan at 1.72% from December 1, 2011 through November 1, 2018. The fair values of the interest rate swap agreements are based on the estimated amounts we would receive or pay to terminate the contracts at the reporting date and are determined using interest rate pricing models and interest rate related observable inputs. The fair value of our swaps at December 31, 2014 and 2013, was a liability of $3.5 million, and $1.4 million, respectively, and are included in "accounts payable and accrued expenses" on our consolidated balance sheets. The changes in valuation on our interest rate swaps were a $2.1 million decrease and an $11.0 million increase (including $4.3 million for both years reclassified from other comprehensive loss to earnings) for 2014 and 2013, and are included in "accumulated other comprehensive loss". A summary of our financial liabilities that are measured at fair value on a recurring basis, by level within the fair value hierarchy is as follows:

	December 31, 2014																December 31, 2013
	Level 1				Level 2				Level 3				Total				Level 1				Level 2				Level 3				Total
	(In thousands)
Interest rate swaps	$	—			$	3,515			$	—			$	3,515			$	—			$	1,417			$	—			$	1,417

NOTE 9—COMMITMENTS AND CONTINGENCIES

We are sometimes involved in lawsuits, warranty claims, and environmental matters arising in the ordinary course of business. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters.

We are currently a party to various legal proceedings. We accrue a liability for litigation if an unfavorable outcome is probable and the amount of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, we accrue the best estimate within the range; however, if no amount within the range is a better estimate than any other amount, the minimum within the range is accrued. Legal fees related to litigation are expensed as incurred. Other than as described below, we do not believe that the ultimate outcome of these matters, either individually or in the aggregate, could have a material adverse effect on our financial position or overall trends in results of operations; however, litigation is subject to inherent uncertainties. Also under our leases, tenants are typically obligated to indemnify us from and against all liabilities, costs and expenses imposed upon or asserted against us (1) as owner of the properties due to certain matters relating to the operation of the properties by the tenant, and (2) where appropriate, due to certain matters relating to the ownership of the properties prior to their acquisition by us.

We reserve for estimated losses, if any, associated with warranties given to a buyer at the time real estate is sold or other potential liabilities relating to that sale, taking any insurance policies into account. These warranties may extend up to ten years and require significant judgment. If changes in facts and circumstances indicate that warranty reserves are understated, we will accrue additional reserves at such time a liability has been incurred and the costs can be reasonably estimated. Warranty reserves are released once the legal liability period has expired or all related work has been substantially completed. Any increases to our estimated warranty losses would usually result in a decrease in net income.

We are self-insured for general liability costs up to predetermined retained amounts per claim, and we believe that we maintain adequate accruals to cover our retained liability. We currently do not maintain third party stop-loss insurance policies to cover liability costs in excess of predetermined retained amounts. Our accrual for self-insurance liability is determined by management and is based on claims filed and an estimate of claims incurred but not yet reported. Management considers a number of factors, including third-party actuarial analysis and future increases in costs of claims, when making these determinations. If our liability costs exceed these accruals, it will reduce our net income.

F-22

At December 31, 2014 and 2013, our reserves for warranties and general liability costs were $7.2 million and $7.4 million, respectively, and are included in “accounts payable and accrued expenses” in our consolidated balance sheets. Any potential losses which exceed our estimates would result in a decrease in our net income. During 2014 and 2013, we made payments from these reserves of $1.4 million and $1.2 million, respectively. Although we consider the reserve to be adequate, there can be no assurance that the reserve will prove to be adequate over-time to cover losses due to the difference between the assumptions used to estimate the reserve and actual losses.

At December 31, 2014, we had letters of credit outstanding of approximately $13.0 million which are collateral for existing indebtedness and other obligations of the Trust.

As of December 31, 2014 in connection with capital improvement, development, and redevelopment projects, the Trust has contractual obligations of approximately $232.3 million.

We are obligated under ground lease agreements on several shopping centers requiring minimum annual payments as follows, as of December 31, 2014:

	(In thousands)
Year ending December 31,
2015	$	1,478
2016	2,437
2017	2,473
2018	2,488
2019	2,676
Thereafter	154,211
	$	165,763

A master lease for Mercer Mall includes a fixed purchase price option for $55 million in 2023. If we fail to exercise our purchase option, the owner of Mercer Mall has a put option which would require us to purchase Mercer Mall for $60 million in 2025.

Under the terms of the Congressional Plaza partnership agreement, from and after January 1, 1986, an unaffiliated third party has the right to require us and the other minority partner to purchase its 29.47% interest in Congressional Plaza at the interest’s then-current fair market value. If the other minority partner defaults in their obligation, we must purchase the full interest. Based on management’s current estimate of fair market value as of December 31, 2014, our estimated maximum liability upon exercise of the put option would range from approximately $72 million to $76 million.

Under the terms of a partnership which owns a project in southern California, if certain leasing and revenue levels are obtained for the property owned by the partnership, the other partner may require us to purchase their 10% partnership interest at a formula price based upon property operating income. The purchase price for the partnership interest will be paid using our common shares or, subject to certain conditions, cash. If the other partner does not redeem their interest, we may choose to purchase the partnership interest upon the same terms.

A master lease for Melville Mall includes a fixed purchase price option in 2021 for $5 million. If we fail to exercise our purchase option, the owner of Melville Mall has a put option which would require us to purchase Melville Mall in 2023 for $5 million.

The other member in Montrose Crossing has the right to require us to purchase all of its 10.1% interest in Montrose Crossing at the interest's then-current fair market value. If the other member fails to exercise its put option, we have the right to purchase its interest on or after December 27, 2021 at fair market value. Based on management’s current estimate of fair market value as of December 31, 2014, our estimated maximum liability upon exercise of the put option would range from approximately $9 million to $10 million.

Two of the members in Plaza El Segundo have the right to require us to purchase their 10.0% and 11.8% ownership interests at the interests' then-current fair market value. If the members fail to exercise their put options, we have the right to purchase each of their interests on or after December 30, 2026 at fair market value. Based on management’s current estimate of fair market value as of December 31, 2014, our estimated maximum liability upon exercise of the put option would range from approximately $18 million to $21 million. Also, between January 1, 2017 and February 1, 2017, we have an option to purchase

F-23

the preferred interest of another member in Plaza El Segundo. The purchase price will be the lesser of fair value or the $4.9 million stated value of the preferred interest plus any accrued and unpaid preferred returns.

Effective January 1, 2017, the other member in The Grove at Shrewsbury and Brook 35 has the right to require us to purchase all of its approximately 4.8% interest in The Grove at Shrewsbury and approximately 8.8% interest in Brook 35 at the interests' then-current fair market value.

Under the terms of certain partnership agreements, the partners have the right to exchange their operating partnership units for cash or the same number of our common shares, at our option. A total of 917,255 operating partnership units are outstanding which have a total fair value of $122.4 million, based on our closing stock price on December 31, 2014.

NOTE 10—SHAREHOLDERS’ EQUITY

We have a Dividend Reinvestment Plan (the “Plan”), whereby shareholders may use their dividends and optional cash payments to purchase shares. In 2014, 2013 and 2012, 18,705 shares, 20,026 shares and 22,814 shares, respectively, were issued under the Plan.

As of December 31, 2014, 2013, and 2012, we had 399,896 shares of 5.417% Series 1 Cumulative Convertible Preferred Shares (“Series 1 Preferred Shares”) outstanding that have a liquidation preference of $25 per share and

par value $0.01 per share. The Series 1 Preferred Shares accrue dividends at a rate of 5.417% per year and are convertible at any time by the holders to our common shares at a conversion rate of $104.69 per share. The Series 1 Preferred Shares are also convertible under certain circumstances at our election. The holders of the Series 1 Preferred Shares have no voting rights.

On February 12, 2014 we replaced our existing at the market (“ATM”) equity program with a new ATM equity program in which we may from time to time offer and sell common shares having an aggregate offering price of up to $300.0 million. We intend to use the net proceeds to fund potential acquisition opportunities, fund our development and redevelopment pipeline, repay amounts of outstanding under our revolving credit facility and/or for general corporate purposes. For the year ended December 31, 2014, we issued 1,768,583 common shares at a weighted average price per share of $122.09 for net cash proceeds of $213.6 million and paid $2.2 million in commissions and $0.2 million in additional offering expenses related to the sales of these common shares. For the year ended December 31, 2013, we issued 1,734,974 common shares at a weighted average price per share of $108.01 for net cash proceeds of $185.2 million and paid $2.0 million in commissions and $0.2 million in additional offering expenses related to the sales of these common shares. As of December 31, 2014, we had the capacity to issue up to $84.1 million in common shares under our ATM equity program.

NOTE 11—DIVIDENDS

The following table provides a summary of dividends declared and paid per share:

	Year Ended December 31,
	2014								2013								2012
	Declared				Paid				Declared				Paid				Declared				Paid
Common shares	$	3.300			$	3.210			$	3.020			$	2.970			$	2.840			$	2.800
5.417% Series 1 Cumulative Convertible Preferred shares	$	1.354			$	1.354			$	1.354			$	1.354			$	1.354			$	1.354

A summary of the income tax status of dividends per share paid is as follows:

	Year Ended December 31,
2014				2013				2012
Common shares
Ordinary dividend	$	3.178			$	2.911			$	2.772
Capital gain	0.032				0.059				0.028
	$	3.210			$	2.970			$	2.800
5.417% Series 1 Cumulative Convertible Preferred shares
Ordinary dividend	$	1.340			$	1.327			$	1.340
Capital gain	0.014				0.027				0.014
	$	1.354			$	1.354			$	1.354

F-24

On October 30, 2014, the Trustees declared a quarterly cash dividend of $0.87 per common share, payable January 15, 2015 to common shareholders of record on January 2, 2015.

NOTE 12—OPERATING LEASES

At December 31, 2014, our 89 predominantly retail shopping center and mixed-use properties are located in 13 states and the District of Columbia. There are approximately 2,700 leases with tenants providing a wide range of retail products and services. These tenants range from sole proprietorships to national retailers; no one tenant or corporate group of tenants accounts for more than 3.1% of annualized base rent.

Our leases with commercial property and residential tenants are classified as operating leases. Commercial property leases generally range from three to ten years (certain leases with anchor tenants may be longer), and in addition to minimum rents, may provide for percentage rents based on the tenant’s level of sales achieved and cost recoveries for the tenant’s share of certain operating costs. Leases on apartments are generally for a period of 1 year or less.

As of December 31, 2014, minimum future commercial property rentals from noncancelable operating leases, before any reserve for uncollectible amounts and assuming no early lease terminations, at our operating properties are as follows:

	(In thousands)
Year ending December 31,
2015	$	484,911
2016	447,519
2017	389,507
2018	323,748
2019	268,600
Thereafter	1,718,254
	$	3,632,539

NOTE 13—COMPONENTS OF RENTAL INCOME AND EXPENSE

The principal components of rental income are as follows:

	Year Ended December 31,
	2014				2013				2012
	(In thousands)
Minimum rents
Retail and commercial	$	472,602			$	448,058			$	420,989
Residential	36,099				28,902				27,611
Cost reimbursement	135,592				122,578				112,424
Percentage rent	10,169				9,359				8,568
Other	11,860				11,192				10,522
Total rental income	$	666,322			$	620,089			$	580,114

Minimum rents include the following:

	Year Ended December 31,
	2014				2013				2012
	(In millions)
Straight-line rents	$	5.1			$	5.4			$	6.1
Net amortization of above and below market leases	$	2.4			$	3.1			$	1.1

F-25

The principal components of rental expenses are as follows:

	Year Ended December 31,
2014				2013				2012
(In thousands)
Repairs and maintenance	$	55,444			$	46,600			$	41,550
Utilities	20,499				19,219				19,201
Management fees and costs	17,416				16,250				15,167
Payroll	11,554				9,237				8,691
Marketing	9,532				8,664				7,321
Insurance	6,462				6,811				6,267
Ground Rent	1,952				1,916				2,189
Bad debt expense	2,021				442				2,173
Other operating	10,537				9,556				10,057
Total rental expenses	$	135,417			$	118,695			$	112,616

NOTE 14—DISCONTINUED OPERATIONS

During 2013 and prior to our adoption of ASU 2014-08 as further discussed in Note 2, certain disposal transactions were considered discontinued operations. A summary of the financial information for the discontinued operations is as follows:

	Year Ended December 31,
	2013				2012
	(in millions)
Revenue from discontinued operations	$	1.5			$	2.2
Income from discontinued operations	$	0.9			$	1.4

NOTE 15—SHARE-BASED COMPENSATION PLANS

A summary of share-based compensation expense included in net income is as follows:

	Year Ended December 31,
	2014				2013				2012
	(In thousands)
Share-based compensation incurred
Grants of common shares	$	12,892			$	10,907			$	9,846
Grants of options	49				292				525
	12,941				11,199				10,371
Capitalized share-based compensation	(1,188		)		(1,024		)		(908		)
Share-based compensation expense	$	11,753			$	10,175			$	9,463

As of December 31, 2014, we have grants outstanding under two share-based compensation plans. In May 2010, our shareholders approved the 2010 Performance Incentive Plan, as amended (“the 2010 Plan”), which authorized the grant of share options, common shares and other share-based awards for up to 2,450,000 common shares of beneficial interest. Our 2001 Long Term Incentive Plan (the “2001 Plan”), which expired in May 2010, authorized the grant of share options, common shares and other share-based awards of 3,250,000 common shares of beneficial interest.

Option awards under both plans are required to have an exercise price at least equal to the closing trading price of our common shares on the date of grant. Options and restricted share awards under these plans generally vest over three to six years and option awards typically have a ten-year contractual term. We pay dividends on unvested shares. Certain options and share awards provide for accelerated vesting if there is a change in control. Additionally, the vesting on certain option and share awards can accelerate in part or in full upon retirement based on the age of the retiree or upon termination without cause.

The fair value of each option award is estimated on the date of grant using the Black-Scholes model. Expected volatilities, term, dividend yields, employee exercises and estimated forfeitures are primarily based on historical data. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair value of each share award is determined

F-26

based on the closing trading price of our common shares on the grant date. No options were granted in 2014, 2013 and 2012. The following table provides a summary of option activity for 2014:

	Shares Under Option			Weighted- Average Exercise Price				Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
								(In years)		(In thousands)
Outstanding at December 31, 2013	375,460			$	63.00
Granted	—			—
Exercised	(29,218	)		73.38
Forfeited or expired	(2,500	)		82.15
Outstanding at December 31, 2014	343,742			$	61.55			3.4		$	24,719
Exercisable at December 31, 2014	343,599			$	61.55			3.4		$	24,709

The total cash received from options exercised during 2014, 2013 and 2012 was $2.3 million, $1.0 million and $5.7 million, respectively. The total intrinsic value of options exercised during the years ended December 31, 2014, 2013 and 2012 was $1.1 million, $0.7 million and $4.2 million, respectively.

The following table provides a summary of restricted share activity for 2014:

	Shares			Weighted-Average Grant-Date Fair Value
Unvested at December 31, 2013	298,203			$	93.71
Granted	119,677			111.45
Vested	(108,882	)		94.12
Forfeited	(2,030	)		98.02
Unvested at December 31, 2014	306,968			$	100.45

The weighted-average grant-date fair value of stock awarded in 2014, 2013 and 2012 was $111.45, $106.70 and $96.35, respectively. The total vesting-date fair value of shares vested during the year ended December 31, 2014, 2013 and 2012, was $12.1 million, $10.6 million and $10.3 million, respectively.

As of December 31, 2014, there was $15.5 million of total unrecognized compensation cost related to unvested share-based compensation arrangements (i.e. options and unvested shares) granted under our plans. This cost is expected to be recognized over the next 9.4 years with a weighted-average period of 2.1 years.

Subsequent to December 31, 2014, common shares were awarded under various compensation plans as follows:

Date		Award				Vesting Term		Beneficiary
February 6, 2015		50,734		Restricted shares		2-5 years		Officers and key employees
January 2, 2015		5,059		Shares		Immediate		Trustees

NOTE 16—SAVINGS AND RETIREMENT PLANS

We have a savings and retirement plan in accordance with the provisions of Section 401(k) of the Code. Generally, employees can elect, at their discretion, to contribute a portion of their compensation up to a maximum of $17,500 for 2014 and 2013, and $17,000 for 2012. Under the plan, we contribute 50% of each employee’s elective deferrals up to 5% of eligible earnings. In addition, we may make discretionary contributions within the limits of deductibility set forth by the Code. Our full-time employees are immediately eligible to become plan participants. Employees are eligible to receive matching contributions immediately on their participation; however, these matching payments will not vest until their third anniversary of employment for new employees who joined the Trust after December 31, 2011, and their first anniversary of employment for all other participants. Our expense for the years ended December 31, 2014, 2013 and 2012 was approximately $442,000, $384,000 and $427,000, respectively.

A non-qualified deferred compensation plan for our officers and certain other employees was established in 1994 that allows the participants to defer a portion of their income. As of December 31, 2014 and 2013, we are liable to participants for approximately $10.3 million and $9.2 million, respectively, under this plan. Although this is an unfunded plan, we have purchased certain investments to match this obligation. Our obligation under this plan and the related investments are both included in the accompanying consolidated financial statements.

F-27

NOTE 17—EARNINGS PER SHARE

We have calculated earnings per share (“EPS”) under the two-class method. The two-class method is an earnings allocation methodology whereby EPS for each class of common stock and participating securities is calculated according to dividends declared and participation rights in undistributed earnings. For 2014, 2013 and 2012, we had 0.3 million weighted average unvested shares outstanding, which are considered participating securities. Therefore, we have allocated our earnings for basic and diluted EPS between common shares and unvested shares; the portion of earnings allocated to the unvested shares is reflected as “earnings allocated to unvested shares” in the reconciliation below.

In the dilutive EPS calculation, dilutive stock options were calculated using the treasury stock method consistent with prior periods. There were no anti-dilutive stock options in 2014, 2013, or 2012. The conversions of downREIT operating partnership units and 5.417% Series 1 Cumulative Convertible Preferred Shares are anti-dilutive for all periods presented and accordingly, have been excluded from the weighted average common shares used to compute diluted EPS.

	Year Ended December 31,
	2014				2013				2012
	(In thousands, except per share data)
NUMERATOR
Income from continuing operations	$	167,888			$	137,811			$	142,972
Less: Preferred share dividends	(541		)		(541		)		(541		)
Less: Income from continuing operations attributable to noncontrolling interests	(7,754		)		(4,927		)		(4,307		)
Less: Earnings allocated to unvested shares	(1,003		)		(889		)		(845		)
Income from continuing operations available for common shareholders	158,590				131,454				137,279
Results from discontinued operations attributable to the Trust	—				24,803				1,400
Gain on sale of real estate	4,401				4,994				11,860
Net income available for common shareholders, basic and diluted	$	162,991			$	161,251			$	150,539
DENOMINATOR
Weighted average common shares outstanding—basic	67,322				65,331				63,881
Effect of dilutive securities:
Stock options	170				152				175
Weighted average common shares outstanding—diluted	67,492				65,483				64,056
EARNINGS PER COMMON SHARE, BASIC
Continuing operations	$	2.35			$	2.01			$	2.15
Discontinued operations	—				0.38				0.02
Gain on sale of real estate	0.07				0.08				0.19
	$	2.42			$	2.47			$	2.36
EARNINGS PER COMMON SHARE, DILUTED
Continuing operations	$	2.34			$	2.00			$	2.14
Discontinued operations	—				0.38				0.02
Gain on sale of real estate	0.07				0.08				0.19
	$	2.41			$	2.46			$	2.35
Income from continuing operations attributable to the Trust	$	160,134			$	132,884			$	138,665

F-28

NOTE 18—SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

Summarized quarterly financial data is as follows:

	First Quarter				Second Quarter				Third Quarter				Fourth Quarter
	(In thousands, except per share data)
2014
Revenue	$	170,828			$	167,947			$	170,938			$	176,377
Operating income	$	63,444			$	68,361			$	67,622			$	71,610
Net income(1)	$	40,545			$	45,416			$	49,049			$	37,279
Net income attributable to the Trust(1)	$	38,753			$	43,545			$	47,075			$	35,162
Net income available for common shareholders(1)	$	38,618			$	43,410			$	46,939			$	35,027
Earnings per common share—basic(1)	$	0.58			$	0.64			$	0.69			$	0.51
Earnings per common share—diluted(1)	$	0.57			$	0.64			$	0.69			$	0.51
	First Quarter				Second Quarter				Third Quarter				Fourth Quarter
	(In thousands, except per share data)
2013
Revenue(2)	$	157,149			$	157,388			$	159,030			$	163,846
Operating income	$	62,502			$	63,488			$	64,701			$	63,470
Net income(1)	$	35,842			$	38,797			$	63,366			$	29,603
Net income attributable to the Trust(1)	$	34,588			$	37,539			$	62,098			$	28,456
Net income available for common shareholders(1)	$	34,453			$	37,404			$	61,962			$	28,321
Earnings per common share—basic(1)	$	0.53			$	0.57			$	0.94			$	0.43
Earnings per common share—diluted(1)	$	0.53			$	0.57			$	0.94			$	0.42

(1)	Third quarter 2014 includes a $4.4 million gain on sale reflecting our share of the Partnership's sale of Pleasant Shops as further discussed in Note 5. Third quarter 2013 includes a $23.9 million gain on sale of two retail buildings as further discussed in Note 3.

(2)	Revenue in 2013 has been reduced to reflect the results of discontinued operations as further discussed in Note 14. Revenue from discontinued operations, by quarter, is summarized as follows:

	First Quarter				Second Quarter				Third Quarter				Fourth Quarter
	(In thousands)
2013 revenue from discontinued operations	$	602			$	559			$	385			$	—

NOTE 19—SUBSEQUENT EVENT

In January 2015, we acquired a controlling interest in San Antonio Center, a 376,000 square foot shopping center in Mountain View, California based on a total value of $62.2 million. Our effective interest approximates 80% and was funded by the assumption of our share of $18.7 million of mortgage debt, which has a stated interest rate of 5.27% and matures on January 1, 2016, approximately 58,000 downREIT operating partnership units and approximately $27 million of cash. We incurred $0.7 million of acquisition costs in 2014 which are included in "general and administrative expenses."

F-29

FEDERAL REALTY INVESTMENT TRUST SCHEDULE III SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2014 (Dollars in thousands)
COLUMN A				COLUMN B				COLUMN C								COLUMN D				COLUMN E												COLUMN F				COLUMN G		COLUMN H		COLUMN I
Descriptions				Encumbrance				Initial cost to company								Cost Capitalized Subsequent to Acquisition				Gross amount at which carried at close of period												Accumulated Depreciation and Amortization				Date of Construction		Date Acquired		Life on which depreciation in latest income statements is computed
Land				Building and Improvements				Land				Building and Improvements				Total
150 POST STREET (California)		CA		$	—			$	11,685			$	9,181			$	16,350			$	11,685			$	25,531			$	37,216			$	16,363			1908/1965		10/23/1997		35 years
29TH PLACE (Virginia)		VA		4,917				10,211				18,863				11,222				10,225				30,071				40,296				7,323				1975 - 2001		5/30/2007		35 years
ANDORRA (Pennsylvania)		PA		—				2,432				12,346				10,875				2,432				23,221				25,653				17,090				1953		1/12/1988		35 years
ASSEMBLY ROW/ASSEMBLY SQUARE MARKETPLACE (Massachusetts)		MA		—				93,252				34,196				305,854				93,252				340,050				433,302				21,953				2005, 2012-2014		2005-2013		35 years
THE AVENUE AT WHITE MARSH (Maryland)		MD		52,705				20,682				72,432				4,514				20,685				76,943				97,628				22,282				1997		3/8/2007		35 years
BALA CYNWYD (Pennsylvania)		PA		—				3,565				14,466				22,187				3,566				36,652				40,218				16,281				1955		9/22/1993		35 years
BARRACKS ROAD (Virginia)		VA		35,985				4,363				16,459				39,643				4,363				56,102				60,465				37,539				1958		12/31/1985		35 years
BETHESDA ROW (Maryland)		MD		—				46,579				35,406				141,226				44,880				178,331				223,211				56,776				1945-2008		12/31/93, 6/2/97, 1/20/06, 9/25/08, 9/30/08, & 12/27/10		35 - 50 years
BRICK PLAZA (New Jersey)		NJ		26,415				—				24,715				35,770				3,944				56,541				60,485				42,119				1958		12/28/1989		35 years
BRISTOL PLAZA (Connecticut)		CT		—				3,856				15,959				9,602				3,856				25,561				29,417				14,521				1959		9/22/1995		35 years
BROOK 35 (New Jersey)		NJ		11,500				7,128				38,355				573				7,128				38,928				46,056				1,312				1986/2004		1/1/2014		35 years
CHELSEA COMMONS (Massachusetts)		MA		6,790				9,417				19,466				13,825				9,396				33,312				42,708				5,484				1962/1969/2008		8/25/06, 1/30/07, & 7/16/08		35 years
COLORADO BLVD (California)		CA		—				5,262				4,071				8,787				5,262				12,858				18,120				9,336				1905-1988		12/31/96 & 8/14/98		35 years
CONGRESSIONAL PLAZA (Maryland)		MD		—				2,793				7,424				69,801				1,020				78,998				80,018				47,425				1965/2003		4/1/1965		35 years
COURTHOUSE CENTER (Maryland)		MD		—				1,750				1,869				1,142				1,750				3,011				4,761				1,589				1975		12/17/1997		35 years
COURTYARD SHOPS (Florida)		FL		—				16,862				21,851				2,025				16,894				23,844				40,738				5,731				1990/1998		9/4/2008		35 years
CROSSROADS (Illinois)		IL		—				4,635				11,611				14,897				4,635				26,508				31,143				14,056				1959		7/19/1993		35 years

F-30

FEDERAL REALTY INVESTMENT TRUST SCHEDULE III SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2014 (Dollars in thousands)
COLUMN A				COLUMN B				COLUMN C								COLUMN D				COLUMN E												COLUMN F				COLUMN G		COLUMN H		COLUMN I
Descriptions				Encumbrance				Initial cost to company								Cost Capitalized Subsequent to Acquisition				Gross amount at which carried at close of period												Accumulated Depreciation and Amortization				Date of Construction		Date Acquired		Life on which depreciation in latest income statements is computed
Land				Building and Improvements				Land				Building and Improvements				Total
CROW CANYON COMMONS (California)		CA		—				27,245				54,575				4,915				27,245				59,490				86,735				15,878				Late 1970's/ 1998/2006		12/29/05 & 2/28/07		35 years
DARIEN (Connecticut)		CT		—				29,809				18,302				21				29,809				18,323				48,132				1,134				1920-2009		4/3/2013		35 years
DEDHAM PLAZA (Massachusetts)		MA		—				12,287				12,918				9,834				12,287				22,752				35,039				12,909				1959		12/31/1993		35 years
DEL MAR VILLAGE (Florida)		FL		—				15,624				41,712				2,494				15,587				44,243				59,830				15,971				1982/1994/2007		5/30/08, 7/11/08, & 10/14/14		35 years
EAST BAY BRIDGE (California)		CA		—				29,079				138,035				1,395				29,079				139,430				168,509				9,604				1994-2001, 2011/2012		12/21/2012		35 years
EASTGATE (North Carolina)		NC		—				1,608				5,775				20,329				1,608				26,104				27,712				17,343				1963		12/18/1986		35 years
ELLISBURG (New Jersey)		NJ		—				4,028				11,309				18,818				4,013				30,142				34,155				17,344				1959		10/16/1992		35 years
ESCONDIDO PROMENADE (California)		CA		—				19,117				15,829				12,118				19,117				27,947				47,064				12,034				1987		12/31/96 & 11/10/10		35 years
FALLS PLAZA (Virginia)		VA		—				1,798				1,270				9,787				1,819				11,036				12,855				7,607				1960/1962		9/30/67 & 10/05/72		25 years
FEDERAL PLAZA (Maryland)		MD		—				10,216				17,895				37,699				10,216				55,594				65,810				37,299				1970		6/29/1989		35 years
FINLEY SQUARE (Illinois)		IL		—				9,252				9,544				13,829				9,252				23,373				32,625				16,607				1974		4/27/1995		35 years
FLOURTOWN (Pennsylvania)		PA		—				1,345				3,943				9,010				1,345				12,953				14,298				4,490				1957		4/25/1980		35 years
FRESH MEADOWS (New York)		NY		—				24,625				25,255				30,115				24,633				55,362				79,995				30,687				1946-1949		12/5/1997		35 years
FRIENDSHIP CENTER (District of Columbia)		DC		—				12,696				20,803				3,999				12,696				24,802				37,498				8,889				1998		9/21/2001		35 years
GAITHERSBURG SQUARE (Maryland)		MD		—				7,701				5,271				12,810				5,973				19,809				25,782				15,980				1966		4/22/1993		35 years
GARDEN MARKET (Illinois)		IL		—				2,677				4,829				5,181				2,677				10,010				12,687				6,111				1958		7/28/1994		35 years
GOVERNOR PLAZA (Maryland)		MD		—				2,068				4,905				19,744				2,068				24,649				26,717				17,018				1963		10/1/1985		35 years
GRAHAM PARK PLAZA (Virginia)		VA		—				1,237				15,096				17,536				1,169				32,700				33,869				24,764				1971		7/21/1983		35 years
GRATIOT PLAZA (Michigan)		MI		—				525				1,601				17,092				525				18,693				19,218				15,431				1964		3/29/1973		25.75 years
GREENWICH AVENUE (Connecticut)		CT		—				7,484				5,444				1,041				7,484				6,485				13,969				3,590				1968		4/12/1995		35 years

F-31

FEDERAL REALTY INVESTMENT TRUST SCHEDULE III SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2014 (Dollars in thousands)
COLUMN A				COLUMN B				COLUMN C								COLUMN D				COLUMN E												COLUMN F				COLUMN G		COLUMN H		COLUMN I
Descriptions				Encumbrance				Initial cost to company								Cost Capitalized Subsequent to Acquisition				Gross amount at which carried at close of period												Accumulated Depreciation and Amortization				Date of Construction		Date Acquired		Life on which depreciation in latest income statements is computed
Land				Building and Improvements				Land				Building and Improvements				Total
HAUPPAUGE (New York)		NY		13,566				8,791				15,262				4,060				8,426				19,687				28,113				9,591				1963		8/6/1998		35 years
HERMOSA AVENUE (California)		CA		—				1,116				280				4,485				1,368				4,513				5,881				2,365				1922		9/17/1997		35 years
HOLLYWOOD BLVD. (California)		CA		—				8,300				16,920				21,729				8,300				38,649				46,949				10,619				1929/1991		3/22/99 & 6/18/99		35 years
HOUSTON STREET (Texas)		TX		—				14,680				1,976				45,419				14,778				47,297				62,075				27,915				var		1998		35 years
HUNTINGTON (New York)		NY		—				11,713				16,008				16,042				11,713				32,050				43,763				12,121				1962		12/12/88 & 10/26/07		35 years
HUNTINGTON SQUARE (New York)		NY		—				—				10,075				2,307				—				12,382				12,382				1,717				1980/2004-2007		8/16/2010		35 years
IDYLWOOD PLAZA (Virginia)		VA		—				4,308				10,026				2,390				4,308				12,416				16,724				7,553				1991		4/15/1994		35 years
KINGS COURT (California)		CA		—				—				10,714				894				—				11,608				11,608				7,429				1960		8/24/1998		26 years
LANCASTER (Pennsylvania)		PA		4,907				—				2,103				11,441				75				13,469				13,544				7,341				1958		4/24/1980		22 years
LANGHORNE SQUARE (Pennsylvania)		PA		—				720				2,974				18,082				720				21,056				21,776				12,997				1966		1/31/1985		35 years
LAUREL (Maryland)		MD		—				7,458				22,525				22,974				7,464				45,493				52,957				32,934				1956		8/15/1986		35 years
LAWRENCE PARK (Pennsylvania)		PA		25,507				5,723				7,160				19,078				5,734				26,227				31,961				23,109				1972		7/23/1980		22 years
LEESBURG PLAZA (Virginia)		VA		—				8,184				10,722				16,729				8,184				27,451				35,635				12,093				1967		9/15/1998		35 years
LINDEN SQUARE (Massachusetts)		MA		—				79,382				19,247				48,105				79,269				67,465				146,734				15,329				1960-2008		8/24/2006		35 years
MELVILLE MALL (New York)		NY		—				35,622				32,882				1,401				35,622				34,283				69,905				7,968				1974		10/16/2006		35 years
MERCER MALL (New Jersey)		NJ		55,741				28,684				48,028				39,012				28,684				87,040				115,724				30,786				1975		10/14/2003		25 - 35 years
MONTROSE CROSSING (Maryland)		MD		75,867				48,624				91,819				12,663				48,624				104,482				153,106				12,524				1960s, 1970s, 1996 & 2011		12/27/11, 12/19/13		35 years
MOUNT VERNON/SOUTH VALLEY/7770 RICHMOND HWY. (Virginia)		VA		—				10,068				33,501				38,701				10,230				72,040				82,270				25,865				1966/1972/1987/2001		3/31/03, 3/21/03, & 1/27/06		35 years
TOWN CENTER OF NEW BRITAIN (Pennsylvania)		PA		—				1,282				12,285				1,064				1,341				13,290				14,631				3,752				1969		6/29/2006		35 years
NORTH DARTMOUTH (Massachusetts)		MA		—				9,366				—				2				9,366				2				9,368				2				2004		8/24/2006

F-32

FEDERAL REALTY INVESTMENT TRUST SCHEDULE III SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2014 (Dollars in thousands)
COLUMN A				COLUMN B				COLUMN C								COLUMN D				COLUMN E												COLUMN F				COLUMN G		COLUMN H		COLUMN I
Descriptions				Encumbrance				Initial cost to company								Cost Capitalized Subsequent to Acquisition				Gross amount at which carried at close of period												Accumulated Depreciation and Amortization				Date of Construction		Date Acquired		Life on which depreciation in latest income statements is computed
Land				Building and Improvements				Land				Building and Improvements				Total
NORTHEAST (Pennsylvania)		PA		—				1,152				10,596				13,116				1,153				23,711				24,864				18,127				1959		8/30/1983		35 years
NORTH LAKE COMMONS (Illinois)		IL		—				2,782				8,604				5,184				2,628				13,942				16,570				7,064				1989		4/27/1994		35 years
OLD KEENE MILL (Virginia)		VA		—				638				998				4,744				638				5,742				6,380				4,870				1968		6/15/1976		33.33 years
OLD TOWN CENTER (California)		CA		—				3,420				2,765				31,637				3,420				34,402				37,822				19,398				1962, 1997-1998		10/22/1997		35 years
PAN AM SHOPPING CENTER (Virginia)		VA		—				8,694				12,929				7,178				8,695				20,106				28,801				13,321				1979		2/5/1993		35 years
PENTAGON ROW (Virginia)		VA		—				—				2,955				95,525				—				98,480				98,480				39,074				1999 - 2002		1998 & 11/22/10		35 years
PERRING PLAZA (Maryland)		MD		—				2,800				6,461				20,575				2,800				27,036				29,836				20,605				1963		10/1/1985		35 years
PIKE & ROSE (Maryland)		MD		—				31,471				10,335				240,995				26,201				256,600				282,801				1,326				1963 & 2012-2014		5/18/82, 10/26/07, & 7/31/12		50 years
PIKE 7 (Virginia)		VA		—				9,709				22,799				3,720				9,653				26,575				36,228				14,025				1968		3/31/1997		35 years
PLAZA EL SEGUNDO (California)		CA		180,269				62,127				153,556				36,876				62,127				190,432				252,559				18,186				2006 & 2007		12/30/11, 6/14/13, 7/26/13 & 12/27/13		35 years
QUEEN ANNE PLAZA (Massachusetts)		MA		—				3,319				8,457				6,274				3,319				14,731				18,050				8,433				1967		12/23/1994		35 years
QUINCE ORCHARD (Maryland)		MD		—				3,197				7,949				21,878				2,928				30,096				33,024				14,462				1975		4/22/1993		35 years
ROCKVILLE TOWN SQUARE (Maryland)		MD		4,508				—				8,092				41,858				—				49,950				49,950				11,727				2005 - 2007		2006 - 2007		50 years
ROLLINGWOOD APTS. (Maryland)		MD		22,130				552				2,246				7,046				572				9,272				9,844				8,189				1960		1/15/1971		25 years
SAM'S PARK & SHOP (District of Columbia)		DC		—				4,840				6,319				1,338				4,840				7,657				12,497				4,364				1930		12/1/1995		35 years
SANTANA ROW (California)		CA		—				66,682				7,502				619,379				57,574				635,989				693,563				135,085				1999-2006, 2009, 2011, 2014		3/5/97, 7/13/12, 9/6/12, 4/30/13 & 9/23/13		40 - 50 years
SAUGUS PLAZA (Massachusetts)		MA		—				4,383				8,291				2,227				4,383				10,518				14,901				5,436				1976		10/1/1996		35 years
SHIRLINGTON (Virginia)		VA		6,491				9,761				14,808				35,364				4,234				55,699				59,933				20,957				1940, 2006-2009		12/21/1995		35 years

F-33

FEDERAL REALTY INVESTMENT TRUST SCHEDULE III SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2014 (Dollars in thousands)
COLUMN A				COLUMN B				COLUMN C								COLUMN D				COLUMN E												COLUMN F				COLUMN G		COLUMN H		COLUMN I
Descriptions				Encumbrance				Initial cost to company								Cost Capitalized Subsequent to Acquisition				Gross amount at which carried at close of period												Accumulated Depreciation and Amortization				Date of Construction		Date Acquired		Life on which depreciation in latest income statements is computed
Land				Building and Improvements				Land				Building and Improvements				Total
THE GROVE AT SHREWSBURY (New Jersey)		NJ		59,633				18,016				103,115				406				18,016				103,521				121,537				3,507				1988/1993/2007		1/1/2014 & 10/6/14		35 years
THE SHOPPES AT NOTTINGHAM SQUARE (Maryland)		MD		—				4,441				12,849				148				4,441				12,997				17,438				3,515				2005 - 2006		3/8/2007		35 years
THIRD STREET PROMENADE (California)		CA		—				22,645				12,709				42,994				25,125				53,223				78,348				28,315				1888-2000		1996-2000		35 years
TOWER (Virginia)		VA		—				7,170				10,518				3,715				7,280				14,123				21,403				7,396				1953-1960		8/24/1998		35 years
TOWER SHOPS (Florida)		FL		—				29,940				43,390				10,594				29,962				53,962				83,924				8,425				1989		1/19/11 & 6/13/14		35 years
TROY (New Jersey)		NJ		—				3,126				5,193				21,653				4,028				25,944				29,972				18,843				1966		7/23/1980		22 years
TYSON'S STATION (Virginia)		VA		—				388				453				3,679				475				4,045				4,520				3,277				1954		1/17/1978		17 years
WESTGATE CENTER (California)		CA		—				6,319				107,284				28,278				6,319				135,562				141,881				31,731				1960-1966		3/31/2004		35 years
WHITE MARSH PLAZA (Maryland)		MD		—				3,478				21,413				248				3,478				21,661				25,139				6,307				1987		3/8/2007		35 years
WHITE MARSH OTHER (Maryland)		MD		—				34,281				1,843				402				34,311				2,215				36,526				591				1985		3/8/2007		35 years
WILDWOOD (Maryland)		MD		22,420				9,111				1,061				8,354				9,111				9,415				18,526				7,946				1958		5/5/1969		33.33 years
WILLOW GROVE (Pennsylvania)		PA		—				1,499				6,643				21,819				1,499				28,462				29,961				23,185				1953		11/20/1984		35 years
WILLOW LAWN (Virginia)		VA		—				3,192				7,723				73,143				7,790				76,268				84,058				48,754				1957		12/5/1983		35 years
WYNNEWOOD (Pennsylvania)		PA		25,994				8,055				13,759				18,808				8,055				32,567				40,622				18,729				1948		10/29/1996		35 years
TOTALS				$	635,345			$	1,116,102			$	1,781,103			$	2,711,793			$	1,102,836			$	4,506,162			$	5,608,998			$	1,467,050

F-34

FEDERAL REALTY INVESTMENT TRUST SCHEDULE III SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED Three Years Ended December 31, 2014 Reconciliation of Total Cost (in thousands)
Balance, December 31, 2011	$	4,426,444
Additions during period
Acquisitions	193,131
Improvements	187,990
Deduction during period—disposition and retirements of property	(27,891		)
Balance, December 31, 2012	4,779,674
Additions during period
Acquisitions	76,359
Improvements	329,522
Deduction during period—disposition and retirements of property	(36,092		)
Balance, December 31, 2013	5,149,463
Additions during period
Acquisitions	174,328
Improvements	329,674
Deduction during period—disposition and retirements of property and transfer to joint venture	(44,467		)
Balance, December 31, 2014	$	5,608,998

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(1)	For Federal tax purposes, the aggregate cost basis is approximately $5.1 billion as of December 31, 2014.

F-35

FEDERAL REALTY INVESTMENT TRUST SCHEDULE III SUMMARY OF REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED Three Years Ended December 31, 2014 Reconciliation of Accumulated Depreciation and Amortization (in thousands)
Balance, December 31, 2011	$	1,127,588
Additions during period—depreciation and amortization expense	128,654
Deductions during period—disposition and retirements of property	(31,947		)
Balance, December 31, 2012	1,224,295
Additions during period—depreciation and amortization expense	147,730
Deductions during period—disposition and retirements of property	(21,554		)
Balance, December 31, 2013	1,350,471
Additions during period—depreciation and amortization expense	155,662
Deductions during period—disposition and retirements of property	(39,083		)
Balance, December 31, 2014	$	1,467,050

F-36

FEDERAL REALTY INVESTMENT TRUST SCHEDULE IV MORTGAGE LOANS ON REAL ESTATE Year Ended December 31, 2014 (Dollars in thousands)
Column A		Column B		Column C		Column D		Column E						Column F						Column G						Column H
Description of Lien		Interest Rate		Maturity Date		Periodic Payment Terms		Prior Liens						Face Amount of Mortgages						Carrying Amount of Mortgages(1)						Principal Amount of Loans Subject to delinquent Principal or Interest
Mortgage on retail buildings in Philadelphia, PA		8% or 10% based on timing of draws, plus participation		May 2021		Interest only monthly; balloon payment due at maturity		$	—					$	20,286					$	20,286			(2)		$	—
Mortgage on retail buildings in Philadelphia, PA		10% plus participation		May 2021		Interest only monthly; balloon payment due at maturity		—						9,250						9,250						—
Second Mortgage on hotel building in San Jose, CA		9%		August 2016		Principal and interest; balloon payment due at maturity(3)		34,000				(4)		10,691						9,737						—
Mortgage on retail building in Norwalk, CT		7%		June 2015		Interest only; balloon payment due at maturity		—						11,715						11,715						—
								$	34,000					$	51,942					$	50,988					$	—

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(1)	For Federal tax purposes, the aggregate tax basis is approximately $51.9 million as of December 31, 2014.

(2)	This mortgage is available for up to $25.0 million.

(3)	This note was amended on August 4, 2006. The amended note decreased the interest from 14% to 9% per annum, and requires monthly payments of principal and interest based on 15-year amortization schedule.

(4)	We do not hold the first mortgage loan on this property. Accordingly, the amount of the prior lien at December 31, 2014 is estimated.

F-37

FEDERAL REALTY INVESTMENT TRUST SCHEDULE IV MORTGAGE LOANS ON REAL ESTATE - CONTINUED Three Years Ended December 31, 2014 Reconciliation of Carrying Amount (in thousands)
Balance, December 31, 2011	$	55,967
Additions during period:
Issuance of loans	70
Deductions during period:
Collection and satisfaction of loans	(1,161		)
Amortization of discount	772
Balance, December 31, 2012	55,648
Deductions during period:
Collection and satisfaction of loans	(1,057		)
Amortization of discount	564
Balance, December 31, 2013	55,155
Deductions during period:
Collection and satisfaction of loans	(4,778		)
Amortization of discount	611
Balance, December 31, 2014	$	50,988

F-38

EXHIBIT INDEX

Exhibit No.		Description
3.1		Declaration of Trust of Federal Realty Investment Trust dated May 5, 1999 as amended by the Articles of Amendment of Declaration of Trust of Federal Realty Investment Trust dated May 6, 2004, as corrected by the Certificate of Correction of Articles of Amendment of Declaration of Trust of Federal Realty Investment Trust dated June 17, 2004, as amended by the Articles of Amendment of Declaration of Trust of Federal Realty Investment Trust dated May 6, 2009 (previously filed as Exhibit 3.1 to the Trust’s Registration Statement on Form S-3 (File No. 333-160009) and incorporated herein by reference)
3.2		Amended and Restated Bylaws of Federal Realty Investment Trust dated February 12, 2003, as amended October 29, 2003, May 5, 2004, February 17, 2006 and May 6, 2009 (previously filed as Exhibit 3.2 to the Trust’s Registration Statement on Form S-3 (File No. 333-160009) and incorporated herein by reference)
4.1		Specimen Common Share certificate (previously filed as Exhibit 4(i) to the Trust’s Annual Report on Form 10-K for the year ended December 31, 1999 (File No. 1-07533) and incorporated herein by reference)
4.2		Articles Supplementary relating to the 5.417% Series 1 Cumulative Convertible Preferred Shares of Beneficial Interest (previously filed as Exhibit 4.1 to the Trust’s Current Report on Form 8-K filed on March 13, 2007, (File No. 1-07533) and incorporated herein by reference)
4.3		** Indenture dated December 1, 1993 related to the Trust’s 7.48% Debentures due August 15, 2026; and 6.82% Medium Term Notes due August 1, 2027; (previously filed as Exhibit 4(a) to the Trust’s Registration Statement on Form S-3 (File No. 33-51029), and amended on Form S-3 (File No. 33-63687), filed on December 13, 1993 and incorporated herein by reference)
4.4		** Indenture dated September 1, 1998 related to the Trust’s 5.65% Notes due 2016; 6.20% Notes due 2017; 5.95% Notes due 2014 and the 5.90% Notes due 2020; 3.00% Notes due 2022; 2.75% Notes due 2023; 3.95% Notes due 2024; 4.50% Notes due 2044 (previously filed as Exhibit 4(a) to the Trust’s Registration Statement on Form S-3 (File No. 333-63619) filed on September 17, 1998 and incorporated herein by reference)
10.1		* Severance Agreement between the Trust and Donald C. Wood dated February 22, 1999 (previously filed as a portion of Exhibit 10 to the Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (File No. 1-07533) (the "1999 1Q Form 10-Q") and incorporated herein by reference)
10.2		* Executive Agreement between Federal Realty Investment Trust and Donald C. Wood dated February 22, 1999 (previously filed as a portion of Exhibit 10 to the 1999 1Q Form 10-Q and incorporated herein by reference)
10.3		* Amendment to Executive Agreement between Federal Realty Investment Trust and Donald C. Wood dated February 16, 2005 (previously filed as Exhibit 10.12 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 1-07533) (the “2004 Form 10-K”) and incorporated herein by reference)
10.4		2001 Long-Term Incentive Plan (previously filed as Exhibit 99.1 to the Trust’s S-8 Registration Number 333-60364 filed on May 7, 2001 and incorporated herein by reference)
10.5		* Health Coverage Continuation Agreement between Federal Realty Investment Trust and Donald C. Wood dated February 16, 2005 (previously filed as Exhibit 10.26 to the 2004 Form 10-K and incorporated herein by reference)
10.6		* Severance Agreement between the Trust and Dawn M. Becker dated April 19, 2000 (previously filed as Exhibit 10.26 to the Trust’s 2005 2Q Form 10-Q and incorporated herein by reference)
10.7		* Amendment to Severance Agreement between the Trust and Dawn M. Becker dated February 16, 2005 (previously filed as Exhibit 10.27 to the 2004 Form 10-K and incorporated herein by reference)
10.8		Form of Restricted Share Award Agreement for awards made under the Trust’s 2003 Long-Term Incentive Award Program for shares issued out of 2001 Long-Term Incentive Plan (previously filed as Exhibit 10.28 to the 2004 Form 10-K and incorporated herein by reference)
10.9		Form of Restricted Share Award Agreement for long term vesting and retention awards for shares issued out of the 2010 Plan (previously filed as Exhibit 10.35 to the Trust's Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 1-07533) (the "2010 Form 10-K") and incorporated herein by reference)
10.10		Form of Option Award Agreement for awards made under the Trust’s 2003 Long-Term Incentive Award Program for shares issued out of the 2001 Long-Term Incentive Plan (previously filed as Exhibit 10.32 to the 2005 Form 10-K and incorporated herein by reference)

Exhibit No.		Description
10.11		Amended and Restated 2001 Long-Term Incentive Plan (previously filed as Exhibit 10.34 to the Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 1-07533) and incorporated herein by reference)
10.12		* Amendment to Severance Agreement between the Trust and Donald C. Wood dated January 1, 2009 (previously filed as Exhibit 10.26 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-07533) (“the 2008 Form 10-K”) and incorporated herein by reference)
10.13		* Second Amendment to Executive Agreement between the Trust and Donald C. Wood dated January 1, 2009 (previously filed as Exhibit 10.27 to the Trust’s 2008 Form 10-K and incorporated herein by reference)
10.14		* Amendment to Health Coverage Continuation Agreement between the Trust and Donald C. Wood dated January 1, 2009 (previously filed as Exhibit 10.28 to the Trust’s 2008 Form 10-K and incorporated herein by reference)
10.15		* Second Amendment to Severance Agreement between the Trust and Dawn M. Becker dated January 1, 2009 (previously filed as Exhibit 10.30 to the Trust’s 2008 Form 10-K and incorporated herein by reference)
10.16		2010 Performance Incentive Plan (previously filed as Appendix A to the Trust’s Definitive Proxy Statement for the 2010 Annual Meeting of Shareholders (File No. 01-07533) and incorporated herein by reference)
10.17		Amendment to 2010 Performance Incentive Plan (“the 2010 Plan”) (previously filed as Appendix A to the Trust’s Proxy Supplement for the 2010 Annual Meeting of Shareholders (File No. 01-07533) and incorporated herein by reference)
10.18		* Restricted Share Award Agreement between the Trust and Donald C. Wood dated October 12, 2010 (previously filed as Exhibit 10.36 to the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 01-07533) and incorporated herein by reference)
10.19		Form of Restricted Share Award Agreement for awards made under the Trust’s Long-Term Incentive Award Program and the Trust’s Annual Incentive Bonus Program and basic awards with annual vesting for shares issued out of the 2010 Plan (previously filed as Exhibit 10.34 to the Trust’s 2010 Form 10-K (File No. 1-07533) and incorporated herein by reference)
10.20		Form of Option Award Agreement for awards made under the Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as Exhibit 10.38 to the Trust’s 2010 Form 10-K (File No. 1-07533) and incorporated herein by reference)
10.21		Form of Option Award Agreement for front loaded awards made under the Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as Exhibit 10.39 to the Trust’s 2010 Form 10-K (File No. 1-07533) and incorporated herein by reference)
10.22		Form of Option Award Agreement for basic options awarded out of the 2010 Plan (previously filed as Exhibit 10.40 to the Trust’s 2010 Form 10-K (File No. 1-07533) and incorporated herein by reference)
10.23		Form of Restricted Share Award Agreement, dated as of February 10, 2011, between the Trust and Dawn M. Becker (previously filed as Exhibit 10.41 to the Trust’s 2010 Form 10-K (File No. 1-07533) and incorporated herein by reference)
10.24		* Severance Agreement between the Trust and James M. Taylor dated July 30, 2012 (previously filed as Exhibit 10.35 to the Trust's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 (File No. 1-07533) and incorporated herein by reference)
10.25		Credit Agreement dated as of July 7, 2011, by and among the Trust, as Borrower, the financial institutions party thereto and their permitted assignees under Section 12.6., as Lenders, Wells Fargo Bank, National Association, as Administrative Agent, PNC Bank, National Association, as Syndication Agent, Wells Fargo Securities, LLC, as a Lead Arranger and Book Manager, and PNC Capital Markets LLC, as a Lead Arranger and Book Manager (previously filed as Exhibit 10.1 to the Trust’s Current Report on Form 8-K (File No. 1-07533), filed on July 11, 2011 and incorporated herein by reference)
10.26		Term Loan Agreement dated as of November 22, 2011, by and among the Trust, as Borrower, the financial institutions party thereto and their permitted assignees under Section 12.6., as Lenders, PNC Bank, National Association, as Administrative Agent, Capital One, N.A., Syndication Agent, PNC Capital Markets, LLC, as a Lead Arranger and Book Manager, and Capital One, N.A., as a Lead Arranger and Book Manager (previously filed as Exhibit 10.1 to the Trust's Current Report on Form 8-K (File No. 1-07533), filed on November 28, 2011 and incorporated herein by reference)

Exhibit No.		Description
10.27		Revised Form of Restricted Share Award Agreement for front loaded awards made under the Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as Exhibit 10.35 to the Trust's Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 1-07533) (the "2012 Form 10-K") and incorporated herein by reference)
10.28		Revised Form of Restricted Share Award Agreement for long-term vesting and retention awards made under the Trust’s Long-Term Incentive Award Program for shares issued out of the 2010 Plan (previously filed as Exhibit 10.36 to the Trust's 2012 Form 10-K (File No. 1-07533) and incorporated herein by reference)
10.29		Revised Form of Performance Share Award Agreement for shares awarded out of the 2010 Plan (previously filed as Exhibit 10.37 to the Trust's 2012 Form 10-K (File No. 1-07533) and incorporated herein by reference)
10.30		Revised Form of Restricted Share Award Agreement for awards made under the Trust’s Long-Term Incentive Award Program and the Trust’s Annual Incentive Bonus Program and basic awards with annual vesting for shares issued out of the 2010 Plan (previously filed as Exhibit 10.38 to the Trust's 2012 Form 10-K (File No. 1-07533) and incorporated herein by reference)
10.31		First Amendment to the Credit Agreement, dated as of April 22, 2013, by and among Federal Realty Investment Trust, each of the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (previously filed as Exhibit 10.1 to the Trust's Current Report on Form 8-K (File No. 1-07533), filed on April 26, 2013 and incorporated herein by reference)
10.32		First Amendment to the Term Loan Agreement, dated as of April 22, 2013, by and among Federal Realty Investment Trust, each of the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent (previously filed as Exhibit 10.40 to the Trust's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (File No. 1-07533) and incorporated herein by reference
10.33		Second Amendment to Term Loan Agreement, dated as of August 28, 2014, by and among Federal Realty Investment Trust, each of the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent (previously filed as Exhibit 10.1 to the Trust's Current Report on Form 8-K (File No. 1-07533), filed on September 2, 2014 and incorporated herein by reference)
21.1		Subsidiaries of Federal Realty Investment Trust (filed herewith)
23.1		Consent of Grant Thornton LLP (filed herewith)
31.1		Rule 13a-14(a) Certification of Chief Executive Officer (filed herewith)
31.2		Rule 13a-14(a) Certification of Chief Financial Officer (filed herewith)
32.1		Section 1350 Certification of Chief Executive Officer (filed herewith)
32.2		Section 1350 Certification of Chief Financial Officer (filed herewith)
101		The following materials from Federal Realty Investment Trust’s Annual Report on Form 10-K for the year ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Comprehensive Income, (3) the Consolidated Statement of Shareholders’ Equity, (4) the Consolidated Statements of Cash Flows, and (5) Notes to Consolidated Financial Statements that have been detail tagged.

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• Management contract or compensatory plan required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

** Pursuant to Regulation S-K Item 601(b)(4)(iii), the Trust by this filing agrees, upon request, to furnish to the Securities and Exchange Commission a copy of other instruments defining the rights of holders of long-term debt of the Trust.