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Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 30, 2008

Federal Realty Investment Trust

(Exact name of registrant as specified in its charter)

Maryland

1-07533

52-0782497

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


1626 East Jefferson Street, Rockville, Maryland		20852-4041
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number including area code: 301/998-8100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

The following information is being furnished under Item 12-Results of Operations and Financial Condition. This information, including the exhibits attached hereto, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or under the Exchange Act, regardless of any general incorporation language in such filing.

On October 29, 2008, Federal Realty Investment Trust issued supplemental data pertaining to its operations, as well as a press release, to report its financial results for the quarter ended September 30, 2008. The supplemental data and press release are furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(c)

Exhibits


99.1		Supplemental information at September 30, 2008 (including press release dated October 29, 2008)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		FEDERAL REALTY INVESTMENT TRUST

Date: October 29, 2008		/s/ Andrew P. Blocher
		Andrew P. Blocher
		Senior Vice President,
		Chief Financial Officer and Treasurer

EXHIBIT INDEX


Exh No.		Exhibit
99.1		Supplemental Information at September 30, 2008

Exhibit 99.1

Exhibit 99.1

FEDERAL REALTY INVESTMENT TRUST

SUPPLEMENTAL INFORMATION

September 30, 2008

TABLE OF CONTENTS


1.	Third Quarter 2008 Earnings Press Release	3

2.	Financial Highlights
	Summarized Income Statements	7
	Summarized Balance Sheets	8
	Funds From Operations / Summary of Capital Expenditures	9
	Market Data	10
	Components of Rental Income	11

3.	Summary of Debt
	Summary of Outstanding Debt and Capital Lease Obligations	12
	Summary of Debt Maturities	13

4.	Summary of Redevelopment Opportunities	14

5.	2008 Significant Acquisitions and Dispositions	15

6.	Real Estate Status Report	16

7.	Retail Leasing Summary	18

8.	Lease Expirations	19

9.	Portfolio Leased Statistics	20

10.	Summary of Top 25 Tenants	21

11.	Reconciliation of Net Income to FFO Guidance	22

12.	Joint Venture Disclosure
	Summarized Income Statements and Balance Sheets	23
	Summary of Outstanding Debt and Debt Maturities	24
	Real Estate Status Report	25

13.	Glossary of Terms	26

1626 East Jefferson Street

Rockville, Maryland 20852-4041

301/998-8100

Safe Harbor Language

Certain matters discussed within this Supplemental Information may be deemed to be forward-looking statements within the meaning of the federal securities laws. Although Federal Realty believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. These factors include, but are not limited to, the risk factors described in our Annual Report on Form 10-K filed on February 27, 2008, and include the following:

•

risks that our tenants will not pay rent or that we may be unable to renew leases or re-let space at favorable rents as leases expire;

•

risks that we may not be able to proceed with or obtain necessary approvals for any redevelopment or renovation project, and that completion of anticipated or ongoing property redevelopments or renovations may cost more, take more time to complete, or fail to perform as expected;

•

risks that the number of properties we acquire for our own account, and therefore the amount of capital we invest in acquisitions, may be impacted by our real estate partnership;

•

risks normally associated with the real estate industry, including risks that occupancy levels at our properties and the amount of rent that we receive from our properties may be lower than expected, that new acquisitions may fail to perform as expected, that competition for acquisitions could result in increased prices for acquisitions, that environmental issues may develop at our properties and result in unanticipated costs, and, because real estate is illiquid, that we may not be able to sell properties when appropriate;

•

risks that our growth will be limited if we cannot obtain additional capital;

•

risks of financing, such as our ability to consummate additional financings or obtain replacement financing on terms which are acceptable to us, our ability to meet existing financial covenants and the limitations imposed on our operations by those covenants, and the possibility of increases in interest rates that would result in increased interest expense; and

•

risks related to our status as a real estate investment trust, commonly referred to as a REIT, for federal income tax purposes, such as the existence of complex tax regulations relating to our status as a REIT, the effect of future changes in REIT requirements as a result of new legislation, and the adverse consequences of the failure to qualify as a REIT.

Given these uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements that we make, including those in this Supplemental Information. Except as required by law, we make no promise to update any of the forward-looking statements as a result of new information, future events, or otherwise. You should review the risks contained in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 27, 2008.

LOGO

FOR IMMEDIATE RELEASE


Investor and Media Inquiries
Gina Birdsall		Janelle Stevenson
Investor Relations		Corporate Communications
301/998-8265		301/998-8185
gbirdsall@federalrealty.com		jmstevenson@federalrealty.com

FEDERAL REALTY INVESTMENT TRUST ANNOUNCES THIRD QUARTER 2008

OPERATING RESULTS

ROCKVILLE, Md. (October 29, 2008) – Federal Realty Investment Trust (NYSE:FRT) today reported operating results for its third quarter ended September 30, 2008.

Funds from operations available for common shareholders (FFO) per diluted share was $0.98 and earnings per diluted common share was $0.63 for the quarter ended September 30, 2008, versus $0.92 and $0.41, respectively, for third quarter 2007.

FFO per diluted share was $2.87 and earnings per diluted common share was $1.62 for the nine months ended September 30, 2008, versus $2.71 and $1.30, respectively, for the nine months ended September 30, 2007.

Rent increases on lease rollovers for retail space for which there was a prior tenant were 23% on a cash-basis and 42% on a GAAP-basis for the quarter ended September 30, 2008.

The Trust’s portfolio was 95.5% leased and 94.8% occupied as of September 30, 2008.

Guidance for 2008 FFO per diluted share remains unchanged at $3.89 to $3.92.

Financial Results

For third quarter 2008, Federal Realty reported FFO of $58.3 million, or $0.98 per diluted share. This compares to FFO of $52.5 million, or $0.92 per diluted share, reported for third quarter 2007. For the nine months ended September 30, 2008, Federal Realty reported FFO of $170.4 million, or $2.87 per diluted share compared to FFO of $154.0 million, or $2.71 per diluted share, for the same nine-month period in 2007.

Net income available for common shareholders was $37.0 million and earnings per diluted common share was $0.63 for the quarter ended September 30, 2008, versus $23.4 million and $0.41, respectively, for third quarter 2007. Year-to-date, Federal Realty reported net income available for common shareholders of $95.7 million, or $1.62 per diluted common share. This compares to net income available for common shareholders of $73.1 million, or $1.30 per diluted common share, for the nine months ended September 30, 2007.

FFO is a non-GAAP supplemental earnings measure which the Trust considers meaningful in measuring its operating performance. A reconciliation of FFO to net income is attached to this press release.

FEDERAL REALTY INVESTMENT TRUST ANNOUNCES

THIRD QUARTER 2007 OPERATING RESULTS

October 31, 2007

Page 2

Portfolio Results

On a same-center basis, property operating income increased 4.8% including redevelopments and expansions, and 2.9% excluding redevelopments and expansions over third quarter 2007. These same-center results exclude a $1.2 million option payment received and reported in third quarter 2007 associated with a terminated purchase option with respect to one of Federal Realty’s properties. Including this payment in third quarter 2007 property operating income results in an increase of 3.3% including redevelopments and expansions and 1.4% excluding redevelopments and expansions.

Overall, the Trust’s portfolio was 95.5% leased and 94.8% occupied as of September 30, 2008, compared to 96.4% and 95.1%, respectively, on September 30, 2007. Federal Realty’s same-center portfolio was 96.0% leased and 95.7% occupied on September 30, 2008, compared to 96.7% and 95.9%, respectively, on September 30, 2007.

During third quarter 2008, the Trust signed 76 leases for 369,000 square feet of retail space. On a comparable space basis (i.e., spaces for which there was a former tenant), the Trust leased 351,000 square feet at an average cash-basis contractual rent increase per square foot (i.e., excluding the impact of straight-line rents) of 23%. The average contractual rent on this comparable space for the first year of the new lease is $25.03 per square foot compared to the average contractual rent of $20.28 per square foot for the last year of the prior lease. The previous average contractual rent is calculated by including both the minimum rent and the percentage rent actually paid during the last year of the lease term for the re-leased space. On a GAAP basis (i.e., including the impact of straight-line rents), rent increases per square foot for comparable retail space averaged 42% for third quarter 2008. As of September 30, 2008, Federal Realty’s average contractual, cash basis minimum rent for retail and commercial space in its portfolio is $21.63 per square foot.

“The third quarter results were very solid given the state of the current economy,” commented Donald C. Wood, president and chief executive officer of Federal Realty Investment Trust. “Our conservative operating strategy, which includes low leverage levels combined with high quality retail properties as its core, tends to really shine through in times like these.”

Regular Quarterly Dividends

Federal Realty also announced today that its Board of Trustees declared a regular quarterly cash dividend of $0.65 per share on its common shares, resulting in an indicated annual rate of $2.60 per share. The regular common dividend will be payable on January 15, 2009, to common shareholders of record as of January 2, 2009.

FEDERAL REALTY INVESTMENT TRUST ANNOUNCES

THIRD QUARTER 2008 OPERATING RESULTS

October 29, 2008

Page 3

Guidance

Federal Realty’s guidance for 2008 FFO per diluted share remains unchanged at $3.89 to $3.92 and its 2008 earnings per diluted common share guidance increased to a range of $2.18 to $2.21.

Summary of Other Quarterly Activities and Recent Developments

September 8, 2008—Acquired Courtyard Shops, a 127,000 square foot Publix-anchored neighborhood shopping center located in Wellington, Florida, an affluent community in central Palm Beach County, Florida. Federal Realty acquired the property from an institutional owner for $37.9 million. Courtyard Shops boasts average household incomes in excess of $115,000 within a 3-mile radius of the property, a highly productive Publix store, and potential for strong NOI growth. In addition, the property benefits from significant barriers to new competition due to considerable portions of Wellington being protected as an equestrian preserve established to keep the community’s character intact as Wellington is world-famous for its equestrian events and polo clubs.

August 26, 2008—Announced the promotion of Andrew P. Blocher to the position of senior vice president, chief financial officer and treasurer effective September 1, 2008, succeeding Joseph M. Squeri, who left the Trust to pursue other professional interests.

Conference Call Information

Federal Realty’s management team will present an in-depth discussion of the Trust’s operating performance on its third quarter 2008 earnings conference call, which is scheduled for October 30, 2008, at 11 a.m. Eastern Daylight Time. To participate, please call (866) 831-6234 five to ten minutes prior to the call’s start time and use the passcode EARNINGS (required). Federal Realty will also provide an online webcast on the Company’s website, www.federalrealty.com, which will remain available for 30 days following the call. A telephone recording of the call will also be available through November 28, 2008, by dialing (888) 286-8010 and entering the passcode 54745083.

About Federal Realty

Federal Realty Investment Trust is an equity real estate investment trust specializing in the ownership, management, development, and redevelopment of high quality retail assets. Federal Realty’s portfolio (excluding joint venture properties) contains approximately 18.1 million square feet located primarily in strategically selected metropolitan markets in the Northeast, Mid-Atlantic, and California. In addition, the Trust has an ownership interest in approximately 1.0 million square feet of retail space through a joint venture in which the Trust has a 30% interest. Our operating portfolio (excluding joint venture properties) was 95.5% leased to national, regional, and local retailers as of September 30, 2008, with no single tenant accounting for more than approximately 2.6% of annualized base

FEDERAL REALTY INVESTMENT TRUST ANNOUNCES

THIRD QUARTER 2008 OPERATING RESULTS

October 29, 2008

Page 4

rent. Federal Realty has paid quarterly dividends to its shareholders continuously since its founding in 1962, and has increased its dividend rate for 41 consecutive years, the longest record in the REIT industry. Federal Realty is an S&P MidCap 400 company and its shares are traded on the NYSE under the symbol FRT.

Safe Harbor Language

Certain matters discussed within this press release may be deemed to be forward-looking statements within the meaning of the federal securities laws. Although Federal Realty believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. These factors include, but are not limited to, the risk factors described in our Annual Report on Form 10-K filed on February 27, 2008 and include the following:

risks that our tenants will not pay rent or that we may be unable to renew leases or re-let space at favorable rents as leases expire;

risks that the number of properties we acquire for our own account, and therefore the amount of capital we invest in acquisitions, may be impacted by our real estate partnership;

risks that our growth will be limited if we cannot obtain additional capital;

Given these uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements that we make, including those in this press release. Except as may be required by law, we make no promise to update any of the forward-looking statements as a result of new information, future events or otherwise. You should carefully review the risks and risk factors included in our Annual Report on Form 10-K filed February 27, 2008.

Federal Realty Investment Trust

Summarized Income Statements

September 30, 2008


	Three months ended September 30,						Nine months ended September 30,
	2008			2007			2008			2007
	(in thousands, except per share data)
	(unaudited)
Revenue
Rental income	$	126,654		$	117,801		$	371,792		$	343,821
Other property income		4,005			4,634			12,015			9,550
Mortgage interest income		1,108			1,129			3,342			3,386

Total revenue		131,767			123,564			387,149			356,757

Expenses
Rental expenses		27,562			25,225			81,011			73,024
Real estate taxes		14,760			12,030			41,331			33,767
General and administrative		5,391			7,172			19,451			18,894
Depreciation and amortization		28,642			25,045			81,837			75,450

Total operating expenses		76,355			69,472			223,630			201,135

Operating income		55,412			54,092			163,519			155,622

Other interest income		115			192			662			623
Interest expense		(25,337	)		(28,732	)		(74,166	)		(84,247	)
Income from real estate partnership		407			473			1,180			1,120

Income from continuing operations before minority interests		30,597			26,025			91,195			73,118

Minority interests		(1,315	)		(1,629	)		(4,056	)		(4,309	)

Income from continuing operations		29,282			24,396			87,139			68,809

Discontinued operations
Income from discontinued operations		382			2,019			1,485			5,611
Gain (loss) on sale of real estate from discontinued operations		7,438			(2,900	)		7,438			(1,051	)

Results from discontinued operations		7,820			(881	)		8,923			4,560

Net income		37,102			23,515			96,062			73,369

Dividends on preferred stock		(136	)		(136	)		(406	)		(307	)

Net income available for common shareholders	$	36,966		$	23,379		$	95,656		$	73,062

EARNINGS PER COMMON SHARE, BASIC
Continuing operations	$	0.50		$	0.43		$	1.48		$	1.23
Discontinued operations		0.13			(0.01	)		0.15			0.08

	$	0.63		$	0.42		$	1.63		$	1.31

Weighted average number of common shares, basic		58,720			56,302			58,624			55,967

EARNINGS PER COMMON SHARE, DILUTED
Continuing operations	$	0.50		$	0.43		$	1.47		$	1.22
Discontinued operations		0.13			(0.02	)		0.15			0.08

	$	0.63		$	0.41		$	1.62		$	1.30

Weighted average number of common shares, diluted		58,950			56,690			58,902			56,404

Federal Realty Investment Trust

Summarized Balance Sheets

September 30, 2008


	September 30, 2008			December 31, 2007
	(in thousands)
	(unaudited)
ASSETS

Real estate, at cost
Operating	$	3,547,709		$	3,267,081
Construction-in-progress		91,169			147,925
Assets held for sale (discontinued operations)		—			37,841

		3,638,878			3,452,847
Less accumulated depreciation and amortization		(822,291	)		(756,703	)

Net real estate		2,816,587			2,696,144

Cash and cash equivalents		48,991			50,691
Accounts and notes receivable		69,439			61,108
Mortgage notes receivable		40,437			40,638
Investment in real estate partnership		29,422			29,646
Prepaid expenses and other assets		106,666			111,070

TOTAL ASSETS	$	3,111,542		$	2,989,297

LIABILITIES AND SHAREHOLDERS’ EQUITY

Liabilities
Mortgages payable and capital lease obligations	$	455,982		$	450,084
Notes payable		341,912			210,820
Senior notes and debentures		956,627			977,556
Accounts payable and other liabilities		208,271			204,387

Total liabilities		1,962,792			1,842,847

Minority interests		32,085			31,818

Shareholders’ equity
Preferred stock		9,997			9,997
Common shares and other shareholders’ equity		1,106,668			1,104,635

Total shareholders’ equity		1,116,665			1,114,632

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	3,111,542		$	2,989,297

Federal Realty Investment Trust

Funds From Operations / Summary of Capital Expenditures

September 30, 2008


	Three months ended September 30,						Nine months ended September 30,
	2008			2007			2008			2007
	(in thousands, except per share data)
Funds from Operations available for common shareholders (FFO) (1)
Net income	$	37,102		$	23,515		$	96,062		$	73,369
(Gain) loss on sale of real estate		(7,438	)		2,900			(7,438	)		1,051
Depreciation and amortization of real estate assets		26,037			23,651			74,037			71,910
Amortization of initial direct costs of leases		2,136			1,945			6,441			6,122
Depreciation of joint venture real estate assets		331			324			992			915

Funds from operations		58,168			52,335			170,094			153,367
Dividends on preferred stock		(136	)		(136	)		(406	)		(307	)
Income attributable to operating partnership units		244			279			707			923

FFO	$	58,276		$	52,478		$	170,395		$	153,983

FFO per diluted share	$	0.98		$	0.92		$	2.87		$	2.71

Weighted average number of common shares, diluted		59,327			57,148			59,280			56,885

Summary of Capital Expenditures
Non-maintenance capital expenditures
Development, redevelopment and expansions	$	25,670		$	24,246		$	76,080		$	75,958
Tenant improvements and incentives		5,590			5,099			14,973			14,807

Total non-maintenance capital expenditures		31,260			29,345			91,053			90,765
Maintenance capital expenditures		3,608			2,594			8,963			6,349

Total capital expenditures	$	34,868		$	31,939		$	100,016		$	97,114

Dividends and Payout Ratios
Regular common dividends declared	$	38,322		$	34,523		$	110,104		$	99,328

Dividend payout ratio as a percentage of FFO		66	%		66	%		65	%		65	%

Notes:

(1)	See Glossary of Terms.

Federal Realty Investment Trust

Market Data

September 30, 2008


	September 30,
	2008			2007
	(in thousands, except per share data)
Market data
Common shares outstanding (1)		58,974			56,604
Market price per common share	$	85.60		$	88.60

Common equity market capitalization	$	5,048,174		$	5,015,114

Series 1 preferred shares outstanding (2)		400			400
Liquidation price per Series 1 preferred share	$	25.00		$	25.00

Series 1 preferred equity market capitalization	$	10,000		$	10,000

Equity market capitalization	$	5,058,174		$	5,025,114

Total debt (3)		1,754,521			1,834,903

Total market capitalization	$	6,812,695		$	6,860,017

Total debt to market capitalization at then current market price		26	%		27	%

Total debt to market capitalization at constant common share price of $88.60		25	%		27	%

Total debt to market capitalization at 10/28/08 closing market price of $55.84 (4)		35	%		N/A

Fixed rate debt ratio:
Fixed rate debt and capital lease obligations (5)		92	%		90	%
Variable rate debt		8	%		10	%

		100	%		100	%

Notes:

(1)

Consists of 60,466,238 shares issued net of 1,492,173 shares held in Treasury as of September 30, 2008. As of September 30, 2007, consists of 58,091,319 shares issued net of 1,487,407 shares held in Treasury. Amounts do not include 376,260 and 380,938 Operating Partnership Units outstanding at September 30, 2008 and 2007, respectively.

(2)	These shares, issued March 8, 2007, are unregistered.

(3)

Total debt includes capital leases, mortgages payable, notes payable, senior notes and debentures, net of premiums and discounts from our consolidated balance sheet. It does not include the $24.4 million which is the Trust’s 30% share of the total $81.4 million debt of the partnership with a discretionary fund created and advised by ING Clarion Partners.

(4)	This information is being provided to reflect updated market conditions.

(5)

On February 21, 2008, we entered into two interest rate swap agreements to fix the variable portion of our $200 million term note through November 6, 2008. The first swap fixed the variable rate at 2.725% on a notional amount of $100 million and the second swap fixed the variable rate at 2.852% on a notional amount of $100 million for a combined fixed rate of 2.789%. As the interest rate on the term loan was effectively fixed by the two swap agreements through November 6, 2008, the $200 million term loan is included in fixed rate debt.

Federal Realty Investment Trust

Components of Rental Income

September 30, 2008


	Three months ended September 30,				Nine months ended September 30,
	2008		2007		2008		2007
	(in thousands)				(in thousands)
Minimum rents
Retail and commercial (1)	$	92,294	$	87,332	$	273,123	$	256,649
Residential (2)		4,845		3,935		12,970		11,277
Cost reimbursements		26,676		23,838		76,085		66,893
Percentage rents		1,298		1,125		5,428		4,692
Other		1,541		1,571		4,186		4,310

Total rental income	$	126,654	$	117,801	$	371,792	$	343,821

Notes:

(1)

Minimum rents include $1.3 million and $1.8 million for the three months ended September 30, 2008 and 2007, respectively, and $4.2 million and $6.2 million for the nine months ended September 30, 2008 and 2007, respectively, to recognize minimum rents on a straight-line basis. In addition, minimum rents include $0.6 million and $0.9 million for the three months ended September 30, 2008 and 2007, respectively, and $1.9 million and $2.2 million for the nine months ended September 30, 2008 and 2007, to recognize income from the amortization of in-place leases in accordance with SFAS No. 141.

(2)

Residential minimum rents consist of the rental amounts for residential units at Rollingwood Apartments, the Crest at Congressional Plaza Apartments, Santana Row, and for 2008, Arlington East (Bethesda Row). The first rental units at Arlington East were delivered and became rent paying in late May 2008. Lease-up of these rental units will continue through 2008.

Federal Realty Investment Trust

Summary of Outstanding Debt and Capital Lease Obligations

September 30, 2008


	Maturity date	Stated interest rate as of September 30, 2008				Balance as of September 30, 2008					Weighted average effective rate at September 30, 2008 (j)
						(in thousands)
Mortgage loans (a)
Secured fixed rate
164 E. Houston Street	10/06/08	7.500	%	(b	)	$	5
White Marsh Other	12/31/08	6.060	%				1,120
Mercer Mall	04/01/09	8.375	%				4,390
Federal Plaza	06/01/11	6.750	%				33,265
Tysons Station	09/01/11	7.400	%				6,111
Courtyard Shops	07/01/12	6.870	%				7,782
Bethesda Row	01/01/13	5.370	%				19,996
Bethesda Row	02/01/13	5.050	%				4,459
White Marsh Plaza	04/01/13	6.040	%	(c	)		10,186
Crow Canyon	08/11/13	5.400	%				21,311
Melville Mall	09/01/14	5.250	%	(d	)		24,619
THE AVENUE at White Marsh	01/01/15	5.460	%				60,275
Barracks Road	11/01/15	7.950	%				41,542
Hauppauge	11/01/15	7.950	%				15,660
Lawrence Park	11/01/15	7.950	%				29,445
Wildwood	11/01/15	7.950	%				25,881
Wynnewood	11/01/15	7.950	%				30,007
Brick Plaza	11/01/15	7.415	%				30,771
Shoppers’ World	01/31/21	5.910	%				5,897
Mount Vernon	04/15/28	5.660	%	(e	)		11,722
Chelsea	01/15/31	5.360	%				8,136

Subtotal							392,580
Net unamortized discount							(381	)

Total mortgage loans							392,199				6.80	%

Notes payable
Unsecured fixed rate
Term note	11/06/09	LIBOR + 0.575	%	(f	)		200,000
Other	04/01/12	6.500	%				2,259
Perring Plaza renovation	01/31/13	10.000	%				1,253
Unsecured variable rate
Revolving credit facility	07/27/10	LIBOR + 0.425	%	(g	)		129,000
Escondido (Municipal bonds)	10/01/16	2.413	%	(h	)		9,400

Total notes payable							341,912				3.65%		(k)

Senior notes and debentures
Unsecured fixed rate
8.75% notes	12/01/09	8.750	%				175,000
4.50% notes	02/15/11	4.500	%				75,000
6.00% notes	07/15/12	6.000	%				175,000
5.40% notes	12/01/13	5.400	%				135,000
5.65% notes	06/01/16	5.650	%				125,000
6.20% notes	01/15/17	6.200	%				200,000
7.48% debentures	08/15/26	7.480	%	(i	)		29,200
6.82% medium term notes	08/01/27	6.820	%				40,000

Subtotal							954,200
Net unamortized premium							2,427

Total senior notes and debentures							956,627				6.42	%

Capital lease obligations
Various	Various through 2106	Various					63,783				6.94	%

Total debt and capital lease obligations							$1,754,521

Total fixed rate debt and capital lease obligations						$	1,616,121		92	%	6.18	%
Total variable rate debt							138,400		8	%	3.69	%	(k	)

TOTAL DEBT AND CAPITAL LEASES OBLIGATIONS						$	1,754,521		100	%	5.98	%


	Three months ended September 30,		Nine months ended September 30,
	2008	2007	2008	2007
Operational Statistics
Ratio of EBITDA to combined fixed charges and preferred share dividends (l)	3.39x	2.41x	3.13x	2.47x
Ratio of adjusted EBITDA to combined fixed charges and preferred share dividends (l)	3.11x	2.49x	3.03x	2.48x

Notes:

(a)	Mortgage loans do not include our 30% share ($24.4 million) of the $81.4 million debt of the partnership with a discretionary fund created and advised by ING Clarion Partners.

(b)	This mortgage loan and accrued interest were paid off on October 6, 2008.

(c)	The interest rate of 6.04% represents the weighted average interest rate for two mortgage loans secured by this property. The loan balance represents an interest-only loan of $4.35 million at a stated rate of 6.18% and the remaining balance at a stated rate of 5.96%.

(d)

We acquired control of Melville Mall through a 20-year master lease and secondary financing. Because we control this property and retain substantially all of the economic benefit and risk associated with it, this property is consolidated and the mortgage loan is reflected on the balance sheet though it is not our legal obligation.

(e)	The interest rate is fixed at 5.66% for the first ten years and then will be reset to a market rate in 2013. The lender has the option to call the loan on April 15, 2013 or anytime thereafter.

(f)

In July 2008, we exercised our option and extended the maturity date to November 6, 2009. On February 21, 2008, we entered into two interest rate swap agreements to fix the variable portion of this debt through November 6, 2008. The first swap fixed the variable rate at 2.725% on a notional amount of $100 million and the second swap fixed the variable rate at 2.852% on a notional amount of $100 million for a combined fixed rate of 2.789%. The weighted average effective rate, before amortization of debt fees, was 3.41% and 3.68% for the three and nine months ended September 30, 2008, respectively.

(g)	The weighted average effective interest rate, before amortization of debt fees, was 3.01% and 3.02% for the three and nine months ended September 30, 2008, respectively. This credit facility matures on July 27, 2010, subject to a one-year extension at our option.

(h)	The bonds bear interest at a variable rate determined weekly which would enable the bonds to be remarketed at 100% of their principal amount.

(i)	On August 15, 2008, one of the holders redeemed $20.8 million of the outstanding $50.0 million balance. The notice period for additional redemptions has expired.

(j)	The weighted average effective interest rate includes the amortization of any deferred financing fees, discounts and premiums, if applicable.

(k)

The weighted average effective interest rate excludes $0.1 million in quarterly financing fees on our revolving credit facility which had a $129.0 million balance on September 30, 2008. On November 6, 2008, the interest rate swap agreements, which effectively fix the interest rate on our $200 million term note, will terminate. As a result, subsequent to November 6, 2008, the note will be classified as variable rate debt.

(l)

Fixed charges consist of interest on borrowed funds (including capitalized interest), amortization of debt discount or premium and expense and the portion of rent expense representing an interest factor. EBITDA includes $7.4 million in gain on sale for both the three and nine months ended September 30, 2008, and $2.9 million and $1.1 million in loss on sale for the three and nine months ended September 30, 2007, respectively. Adjusted EBITDA is reconciled to net income in the Glossary of Terms.

Federal Realty Investment Trust

Summary of Debt Maturities

September 30, 2008

DEBT MATURITIES

(in thousands)


Year	Scheduled Amortization		Maturities		Total				Percent of Debt Maturing		Cumulative Percent of Debt Maturing
2008	$	1,890	$	1,109	$	2,999			0.2	%	0.2	%
2009		9,588		379,348		388,936			22.2	%	22.4	%
2010		9,880		129,000		138,880	(1	)	7.9	%	30.3	%
2011		9,906		112,252		122,158			7.0	%	37.3	%
2012		9,973		181,916		191,889			10.9	%	48.2	%
2013		9,215		186,884		196,099			11.2	%	59.4	%
2014		9,164		20,127		29,291			1.7	%	61.1	%
2015		6,924		198,391		205,315			11.7	%	72.8	%
2016		2,976		134,400		137,376			7.8	%	80.6	%
2017		3,184		200,000		203,184			11.6	%	92.2	%
Thereafter		63,472		72,876		136,348			7.8	%	100.0	%

Total	$	136,172	$	1,616,303	$	1,752,475	(2	)	100.0	%

Notes:

(1)	Our $300 million four-year revolving credit facility matures on July 27, 2010, subject to a one-year extension at our option. As of September 30, 2008, there was $129.0 million drawn under this credit facility.

(2)	The total debt maturities differs from the total reported on the consolidated balance sheet due to the unamortized net discount or premium on certain mortgage loans, senior notes and debentures as of September 30, 2008.

Federal Realty Investment Trust

Summary of Redevelopment Opportunities

September 30, 2008

Current Redevelopment Opportunities (1) ($ millions)

Property

Location

Opportunity

Projected
ROI (2)

Projected
Cost (1)

Cost
to
Date

Projects Anticipated to Stabilize in 2008 (3)

Arlington East

Bethesda, MD

Ground floor retail, four levels of residential units above retail, two levels of below grade parking

Eastgate

Chapel Hill, NC

Center redevelopment including new grocery anchor, façade renovation and site improvements

Subtotal: Projects Anticipated to Stabilize in 2008 (3) (4)

Projects Anticipated to Stabilize in 2009 (3) (5)

Santana Row

San Jose, CA

5-story building with 15,000 square feet of ground level retail and 65,000 square feet of office space

Hollywood Galaxy Building

Hollywood, CA

Re-tenanting three level entertainment center and converting project into urban neighborhood community center

Houston Street

San Antonio, TX

Construction of a new building with ground level leased to Walgreen’s pharmacy and office above

Village of Shirlington—Phase III & IV

Arlington, VA

Ground lease to hotel operator and ground floor retail as part of office building development (by others)

Subtotal: Projects Anticipated to Stabilize in 2009 (3) (4) (5)

Total: Projects Anticipated to Stabilize in 2008 and 2009 (3) (4)

166

117

Potential future redevelopment pipeline includes (6):

Property

Location

Opportunity

Assembly Square

Somerville, MA

Potential substantial transit oriented mixed-use development

Bala Cynwyd

Bala Cynwyd, PA

Redevelopment of nine acres of land for a transit oriented mixed-use project or retail center

Barracks Road

Charlottesville, VA

Anchor re-tenanting, pad re-tenanting, and site improvements

Brick Plaza

Brick, NJ

Redvelopment and expansion of existing pad site

Bethesda Row

Bethesda, MD

Anchor re-tenanting and modifications of building on Hampden Lane

Courthouse Center

Rockville, MD

Center redevelopment adjacent to Rockville Town Square

Federal Plaza

Rockville, MD

Pad building opportunities

Flourtown

Flourtown, PA

Anchor re-tenanting, small shop demolition, new retail building, façade renovation, and site improvements

Hollywood Peterson Building

Hollywood, CA

Co-terminus leases create potential for property redevelopment and expansion

Lancaster

Lancaster, PA

Renovation and expansion of existing grocer, new bank pad, and façade renovation

Linden Square

Wellesley, MA

Additional phases of infill redevelopment

Mercer Mall

Lawrenceville, NJ

Construction of new outparcel

Mid-Pike Plaza

Rockville, MD

Co-terminus leases create potential for retail redevelopment or transit oriented mixed-use development

Pike 7

Vienna, VA

Co-terminus leases create potential for retail redevelopment or mixed-use development

Santana Row

San Jose, CA

Future phases of mixed-use development

Town Center of New Britain

New Britain, PA

Renovation and expansion of existing grocer

Westgate

San Jose, CA

Center redevelopment

Notes:

(1)

These current redevelopment opportunities are being pursued by the Trust. There is no guaranty that the Trust will ultimately complete any or all of these opportunities, that the Projected Return on Investment (ROI) or Projected Costs will be the amounts shown or that stabilization will occur as anticipated. The projected ROI and Projected Cost are management’s best estimate based on current information and may change over time.

(2)

Projected ROI reflects only the deal specific cash, unleveraged Incremental Property Operating Income (POI) generated by the redevelopment and is calculated as Incremental POI divided by cost. Incremental POI is the POI generated by the redevelopment after deducting rent being paid for the redevelopment space and any other space taken out of service to accommodate the redevelopment. Projected ROI does NOT include peripheral impacts, such as the impact on future lease rollovers at the property or the impact on the long-term value of the property.

(3)	Stabilization is the year in which 95% occupancy of the redeveloped space is achieved.

(4)	All subtotals and totals reflect cost weighted-average ROIs.

(5)	Excludes $55 million of development capital at Linden Square, anticipated at acquisition of this in-process development.

(6)	These future redevelopment opportunities are being explored by the Trust. There is no guaranty that the Trust will ultimately pursue or complete any or all of these opportunities.

Federal Realty Investment Trust

2008 Significant Acquisitions and Dispositions

Through September 30, 2008

Federal Realty Investment Trust Significant Acquisitions

Date

Property

City / State

GLA

Purchase price

Anchor tenants

(in square feet)

(in millions)

May 30, 2008

Del Mar Village

Boca Raton, FL

154,000

41.7

Winn Dixie & CVS

July 11, 2008

7015 & 7045 Beracasa Way

(Del Mar Village)

Boca Raton, FL

24,000

6.7

July 16, 2008

Chelsea Commons Phase II
(Chelsea Commons)

Chelsea, MA

26,000

8.0

September 4, 2008

Courtyard Shops

Wellington, FL

127,000

37.9

Publix

September 25 and 30, 2008

Bethesda Row

Bethesda, MD

N/A

38.8

(1)

331,000

133.1

Federal Realty Investment Trust Significant Dispositions

Date

Property

City / State

GLA

Sales price

September 25 and 30, 2008

Four Land Parcels:

38.8

(1)

The Shoppes at Nottingham Square

White Marsh, MD

134,000

White Marsh Other

White Marsh, MD

3,000

White Marsh Other (2)

White Marsh, MD

N/A

North Dartmouth

North Dartmouth, MA

135,000

(1)

On September 25 and 30, 2008, we completed exchange transactions whereby we sold our fee interest in four land parcels that were subject to long-term ground leases with tenants and acquired the fee interest in two land parcels under our Bethesda Row property. Three of the land parcels sold were in White Marsh, MD, and one parcel was in North Dartmouth, MA. Prior to the transactions, the land parcels at Bethesda Row were encumbered by capital lease obligations which were extinguished as part of the transactions.

(2)	This land parcel was subject to a ground lease covering 50,000 square feet of office space not included in our gross leasable area.

Federal Realty Investment Trust

Real Estate Status Report

September 30, 2008


Property Name			MSA Description	Year Acquired	Real Estate at Cost		Mortgage and/or Capital Lease Obligation (1)		GLA (2)	% Leased		Grocery Anchor GLA (3)	Grocery Anchor (3)	Other Principal Tenants
					(in thousands)		(in thousands)
East Region

Washington Metropolitan Area
Bethesda Row	(4	)	Washington, DC-MD- VA	1993-2006	$	186,843	$	25,486	521,000	96	%	40,000	Giant Food	Barnes & Noble / Landmark Theater
Congressional Plaza	(5	)	Washington, DC-MD-VA	1965		69,806			334,000	93	%	28,000	Whole Foods	Buy Buy Baby/Container Store
Courthouse Center			Washington, DC-MD- VA	1997		4,224			37,000	77	%
Falls Plaza/Falls Plaza-East			Washington, DC-MD-VA	1967-1972		11,982			144,000	98	%	51,000	Giant Food	CVS / Staples
Federal Plaza			Washington, DC-MD-VA	1989		62,130		33,265	248,000	96	%			TJ Maxx / Micro Center / Ross
Friendship Center			Washington, DC-MD-VA	2001		33,342			119,000	100	%			Borders / Linens ‘n Things / Maggiano’s
Gaithersburg Square			Washington, DC-MD-VA	1993		23,979			209,000	94	%			Bed, Bath & Beyond / Borders / Ross
Idylwood Plaza			Washington, DC-MD-VA	1994		15,548			73,000	100	%	30,000	Whole Foods
Laurel			Washington, DC-MD-VA	1986		47,617			386,000	99	%	61,000	Giant Food	Marshalls
Leesburg Plaza	(6	)	Washington, DC-MD-VA	1998		34,158		—	236,000	99	%	55,000	Giant Food	Petsmart / Pier One / Office Depot
Loehmann’s Plaza			Washington, DC-MD-VA	1983		31,981			269,000	97	%	58,000	Giant Food	Bally Total Fitness / Loehmann’s
Mid-Pike Plaza			Washington, DC-MD-VA	1982		44,214			309,000	100	%			Linens ‘n Things / Toys R Us / Bally Total Fitness / AC Moore / Filene’s Basement
Mount Vernon/South Valley/ 7770 Richmond Hwy	(6	)	Washington, DC-MD-VA	2003-2006		76,920		11,722	565,000	95	%	62,000	Shoppers Food Warehouse	Bed, Bath & Beyond / Michaels / Home Depot / TJ Maxx / Gold’s Gym
Old Keene Mill			Washington, DC-MD-VA	1976		5,873			92,000	99	%	24,000	Whole Foods
Pan Am			Washington, DC-MD-VA	1993		28,092			227,000	100	%	63,000	Safeway	Micro Center / Michaels
Pentagon Row			Washington, DC-MD-VA	1999		87,780			296,000	99	%	45,000	Harris Teeter	Bally Total Fitness / Bed, Bath & Beyond / DSW / Cost Plus
Pike 7			Washington, DC-MD-VA	1997		34,835			164,000	100	%			DSW / Staples / TJ Maxx
Quince Orchard			Washington, DC-MD-VA	1993		20,923			253,000	84	%	24,000	Magruders	Circuit City / Staples
Rockville Town Square			Washington, DC-MD-VA	2006-2007		36,722			182,000	100	%			CVS / Gold’s Gym
Rollingwood Apartments			Washington, DC-MD-VA	1971		7,128			N/A	97	%
Sam’s Park & Shop			Washington, DC-MD-VA	1995		12,130			49,000	94	%			Petco
Tower			Washington, DC-MD-VA	1998		19,734			112,000	69	%			Talbots
Tyson’s Station			Washington, DC-MD-VA	1978		3,668		6,111	49,000	98	%			Trader Joes
Village at Shirlington	(4	)	Washington, DC-MD-VA	1995		50,580		6,252	245,000	98	%	28,000	Harris Teeter	AMC Loews / Carlyle Grand Café
Wildwood			Washington, DC-MD-VA	1969		17,673		25,881	85,000	100	%	20,000	Balducci’s	CVS

			Total Washington Metropolitan Area			967,882			5,204,000	96	%
New York / New Jersey
Brick Plaza			Monmouth-Ocean, NJ	1989		56,269		30,771	409,000	100	%	66,000	A&P	AMC Loews / Barnes & Noble / Sports Authority
Forest Hills			New York, NY	1997		8,077			46,000	100	%			Midway Theatre
Fresh Meadows			New York, NY	1997		68,740			404,000	96	%	15,000	Island of Gold	Filene’s Basement / Kohl’s / AMC Loews
Hauppauge			Nassau-Suffolk, NY	1998		27,705		15,660	133,000	98	%	61,000	Shop Rite	AC Moore
Huntington			Nassau-Suffolk, NY	1988		38,041			279,000	100	%			Buy Buy Baby / Toys R Us / Bed, Bath & Beyond / Barnes & Noble
Melville Mall	(7	)	Nassau-Suffolk, NY	2006		68,571		24,619	247,000	100	%	54,000	Waldbaum’s	Kohl’s / Marshalls
Mercer Mall	(4	)	Trenton, NJ	2003		104,590		55,983	501,000	99	%	75,000	Shop Rite	Bed, Bath & Beyond / DSW / TJ Maxx / Raymour & Flanigan
Troy			Newark, NJ	1980		23,200			207,000	98	%	64,000	Pathmark

			Total New York /New Jersey			395,193			2,226,000	99	%
Philadelphia Metropolitan Area
Andorra			Philadelphia, PA-NJ	1988		22,990			267,000	94	%	24,000	Acme Markets	Kohl’s /Staples /L.A. Fitness
Bala Cynwyd			Philadelphia, PA-NJ	1993		33,997			280,000	100	%	45,000	Acme Markets	Lord & Taylor / L.A. Fitness
Ellisburg Circle			Philadelphia, PA-NJ	1992		27,687			268,000	99	%	47,000	Genuardi’s	Buy Buy Baby / Stein Mart
Feasterville			Philadelphia, PA-NJ	1980		11,887			111,000	89	%	53,000	Genuardi’s	OfficeMax
Flourtown			Philadelphia, PA-NJ	1980		15,262			189,000	86	%	42,000	Genuardi’s
Langhorne Square			Philadelphia, PA-NJ	1985		18,781			216,000	97	%	55,000	Redner’s Warehouse Mkts.	Marshalls
Lawrence Park			Philadelphia, PA-NJ	1980		29,299		29,445	353,000	100	%	53,000	Acme Markets	CHI / TJ Maxx / HomeGoods
Northeast			Philadelphia, PA-NJ	1983		22,510			286,000	92	%			Burlington Coat / Marshalls
Town Center of New Britain			Philadelphia, PA-NJ	2006		14,048			124,000	87	%	36,000	Giant Food	Rite Aid
Willow Grove			Philadelphia, PA-NJ	1984		26,910			215,000	99	%			Barnes & Noble / Marshalls / Toys R Us
Wynnewood			Philadelphia, PA-NJ	1996		36,186		30,007	255,000	97	%	98,000	Genuardi’s	Bed, Bath & Beyond / Borders / Old Navy

			Total Philadelphia Metropolitan Area			259,557			2,564,000	96	%
New England
Assembly Square			Boston-Cambridge- Quincy, MA-NH	2005-2006		132,066			332,000	100	%			AC Moore / Bed, Bath & Beyond / Christmas Tree Shops / Kmart / Staples / Sports Authority / TJ Maxx
Chelsea Commons	(8	)	Boston-Cambridge- Quincy, MA-NH	2006-2008		28,929		8,136	222,000	92	%	16,000	Sav-A-Lot	Home Depot
Dedham Plaza			Boston-Cambridge- Quincy, MA-NH	1993		30,483			242,000	88	%	80,000	Star Market
Linden Square			Boston-Cambridge- Quincy, MA-NH	2006-2007		140,478			210,000	82	%	50,000	Roche Brothers Supermarkets	CVS / Fitness Club for Women / Wellesley Volkswagen, Buick
North Dartmouth			Boston-Cambridge- Quincy, MA-NH	2006		9,368			48,000	100	%	48,000	Stop & Shop
Queen Anne Plaza			Boston-Cambridge- Quincy, MA-NH	1994		15,487			149,000	100	%	50,000	Hannaford	TJ Maxx
Saugus Plaza			Boston-Cambridge- Quincy, MA-NH	1996		13,692			171,000	94	%	55,000	Super Stop & Shop	Kmart

			Total New England			370,503			1,374,000	93	%
Baltimore
Governor Plaza			Baltimore, MD	1985		21,739			269,000	100	%	16,500	Aldi	Bally Total Fitness / Office Depot
Perring Plaza			Baltimore, MD	1985		26,591			402,000	98	%	58,000	Shoppers Food Warehouse	Home Depot / Burlington Coat Factory / Jo-Ann Stores
THE AVENUE at White Marsh	(9	)	Baltimore, MD	2007		94,246		60,275	298,000	98	%			AMC Loews / Old Navy / Barnes & Noble / AC Moore
The Shoppes at Nottingham Square			Baltimore, MD	2007		15,807			52,000	100	%
White Marsh Plaza			Baltimore, MD	2007		24,900		10,186	80,000	98	%	54,000	Giant Food
White Marsh Other			Baltimore, MD	2007		43,666		1,120	49,000	100	%

			Total Baltimore			226,949			1,150,000	99	%

Federal Realty Investment Trust

Real Estate Status Report

September 30, 2008


Property Name		MSA Description	Year Acquired	Real Estate at Cost		Mortgage and/or Capital Lease Obligation (1)		GLA (2)	% Leased		Grocery Anchor GLA (3)	Grocery Anchor (3)	Other Principal Tenants
				(in thousands)		(in thousands)
Chicago
Crossroads		Chicago, IL	1993		23,574			173,000	87	%			Golfsmith Guitar Center
Finley Square		Chicago, IL	1995		31,400			315,000	98	%			Bed, Bath & Beyond / Buy Buy Baby/ Petsmart
Garden Market		Chicago, IL	1994		11,502			140,000	94	%	63,000	Dominick’s	Walgreens
North Lake Commons		Chicago, IL	1994		13,618			129,000	93	%	77,000	Dominick’s

		Total Chicago			80,094			757,000	94	%
South Florida
Courtyard Shops	(8)(10)	Miami-Ft Lauderdale	2008		38,267		7,782	127,000	92	%	49,000	Publix
Del Mar Village	(8)(10)	Miami-Ft Lauderdale	2008		53,820			180,000	91	%	44,000	Winn Dixie	CVS

		Total South Florida			92,087			307,000	92	%

East Region -Other
Barracks Road		Charlottesville, VA	1985		44,401		41,542	488,000	94	%	99,000	Harris Teeter / Kroger	Bed, Bath & Beyond / Barnes & Noble / Old Navy
Bristol Plaza		Hartford, CT	1995		26,850			272,000	86	%	74,000	Stop & Shop	TJ Maxx
Eastgate		Raleigh-Durham-Chapel Hill, NC	1986		24,833			155,000	95	%			Stein Mart
Gratiot Plaza		Detroit, MI	1973		18,133			217,000	99	%	69,000	Kroger	Bed, Bath & Beyond / Best Buy / DSW
Greenwich Avenue		New Haven-Bridgeport-Stamford-Waterbury	1995		15,993			42,000	100	%			Saks Fifth Avenue
Lancaster	(11)	Lancaster, PA	1980		10,817		4,907	107,000	94	%	39,000	Giant Food	Michaels
Shoppers’ World		Charlottesville, VA	2007		29,489		5,897	170,000	97	%	28,000	Whole Foods	Staples
Shops at Willow Lawn		Richmond-Petersburg, VA	1983		75,885			476,000	88	%	60,000	Kroger	Old Navy / Staples / Ross

		Total East Region - Other			246,401			1,927,000	92	%

		Total East Region			2,638,666			15,509,000	96	%

West Region California
Colorado Blvd		Los Angeles-Long Beach, CA	1996-1998		16,649			69,000	100	%			Pottery Barn / Banana Republic
Crow Canyon		San Ramon, CA	2005-2007		64,874		21,311	242,000	92	%	58,000	Save Mart	Loehmann’s / Rite Aid
Escondido	(12)	San Diego, CA	1996		28,318			222,000	96	%			Cost Plus / TJ Maxx / Toys R Us
Fifth Ave		San Diego, CA	1996-1997		12,969			51,000	97	%			Urban Outfitters
Hermosa Ave		Los Angeles-Long Beach, CA	1997		5,397			22,000	100	%
Hollywood Blvd	(13)	Los Angeles-Long Beach, CA	1999		37,605			153,000	85	%			DSW / L.A. Fitness
Kings Court	(6)	San Jose, CA	1998		11,573			79,000	99	%	25,000	Lunardi’s Super Market	Longs Drug Store
Old Town Center		San Jose, CA	1997		34,030			95,000	95	%			Borders / Gap Kids / Banana Republic
Santana Row		San Jose, CA	1997		491,158			562,000	99	%			Crate & Barrel / Container Store / Best Buy / Borders / CineArts Theatre
Third St Promenade		Los Angeles-Long Beach, CA	1996-2000		78,906			211,000	99	%			J. Crew / Banana Republic / Old Navy / Abercrombie & Fitch
Westgate		San Jose, CA	2004		116,023			645,000	96	%	38,000	Safeway	Target / Burlington Coat Factory / Barnes & Noble / Ross
150 Post Street		San Francisco, CA	1997		37,503			102,000	100	%			Brooks Brothers / H & M

		Total California			935,005			2,453,000	96	%
West Region -Other
Houston St		San Antonio, TX	1998		65,207		5	168,000	77	%			Hotel Valencia

		Total West Region			1,000,212			2,621,000	95	%

Grand Total				$	3,638,878	$	456,363	18,130,000	96	%

Notes:

(1)	The mortgage or capital lease obligations differ from the total reported on the consolidated balance sheet due to the unamortized discount or premium on certain mortgage payables.

(2)	Excludes newly created redevelopment square footage not yet in service, as well as residential and hotel square footage.

(3)	Grocery anchor is defined as a grocery tenant leasing 15,000 square feet or more.

(4)	Portion of property subject to capital lease obligation.

(5)	The Trust has a 64.1% ownership interest in the property.

(6)	Property owned in a “downreit” partnership, of which a wholly owned subsidiary of the Trust is the sole general partner, with third party partners holding operating partnership units.

(7)	On October 16, 2006, the Trust acquired control of Melville Mall through a 20 year master lease and secondary financing. Since the Trust controls this property and retains substantially all of the economic benefit and risks associated with it, we consolidate this property and its operations.

(8)	A preliminary allocation of the purchase price has been made and will be finalized after various valuation studies are complete.

(9)	50% of the ownership of this property is in a “downreit” partnership, of which a wholly owned subsidiary of the Trust is the sole general partner, with third party partners holding operating partnership units.

(10)

In connection with the acquisitions of these properties, we entered into Reverse Section 1031 like-kind exchange agreements with third party intermediaries. Since we control the respective properties and retain all of the economic benefits and risks associated with them, we consolidate the properties and their operations.

(11)	Property subject to capital lease obligation.

(12)	The Trust has a 70% ownership interest in the property.

(13)	The Trust has a 90% ownership interest in the property.

Federal Realty Investment Trust

Retail Leasing Summary (1)

September 30, 2008

Total Lease Summary - Comparable (2)


Quarter	Number of Leases Signed	% of Comparable Leases Signed		GLA Signed	Contractual Rent (3) Per Sq. Ft.		Prior Rent (4) Per Sq. Ft.		Annual Increase in Rent		Cash Basis % Increase Over Prior Rent		Straight- lined Basis % Increase Over Prior Rent		Weighted Average Lease Term (5)	Tenant Improvements & Incentives (6)		Tenant Improvements & Incentives Per Sq. Ft.
3rd Quarter 2008	68	100	%	351,310	$	25.03	$	20.28	$	1,669,056	23	%	42	%	7.8	$	2,728,958	$	7.77
2nd Quarter 2008	84	100	%	239,207	$	36.39	$	29.21	$	1,717,881	25	%	42	%	7.3	$	2,316,197	$	9.68
1st Quarter 2008	74	100	%	268,608	$	29.29	$	23.73	$	1,494,431	23	%	37	%	6.3	$	2,209,591	$	8.23
4th Quarter 2007	87	100	%	471,853	$	19.65	$	16.04	$	1,701,647	22	%	31	%	4.7	$	2,360,410	$	5.00

Total - 12 months	313	100	%	1,330,978	$	26.02	$	21.08	$	6,583,015	23	%	38	%	6.5	$	9,615,156	$	7.22

New Lease Summary - Comparable (2)


Quarter	Number of Leases Signed	% of Comparable Leases Signed		GLA Signed	Contractual Rent (3) Per Sq. Ft.		Prior Rent (4) Per Sq. Ft.		Annual Increase in Rent		Cash Basis % Increase Over Prior Rent		Straight- lined Basis % Increase Over Prior Rent		Weighted Average Lease Term (5)	Tenant Improvements & Incentives (6)		Tenant Improvements & Incentives Per Sq. Ft.
3rd Quarter 2008	26	38	%	93,768	$	43.16	$	29.76	$	1,257,073	45	%	65	%	9.0	$	2,224,958	$	23.73
2nd Quarter 2008	31	37	%	115,097	$	34.23	$	26.46	$	894,253	29	%	47	%	8.5	$	1,770,940	$	15.39
1st Quarter 2008	28	38	%	106,860	$	36.64	$	28.39	$	880,956	29	%	44	%	7.9	$	2,204,591	$	20.63
4th Quarter 2007	23	26	%	118,389	$	20.47	$	16.35	$	487,942	25	%	40	%	7.4	$	2,345,410	$	19.81

Total - 12 months	108	35	%	434,114	$	33.00	$	24.89	$	3,520,224	33	%	49	%	8.3	$	8,545,899	$	19.69

Renewal Lease Summary - Comparable (2) (7)


Quarter	Number of Leases Signed	% of Comparable Leases Signed		GLA Signed	Contractual Rent (3) Per Sq. Ft.		Prior Rent (4) Per Sq. Ft.		Annual Increase in Rent		Cash Basis % Increase Over Prior Rent		Straight- lined Basis % Increase Over Prior Rent		Weighted Average Lease Term (5)	Tenant Improvements & Incentives (6)		Tenant Improvements & Incentives Per Sq. Ft.
3rd Quarter 2008	42	62	%	257,542	$	18.43	$	16.83	$	411,983	10	%	25	%	6.7	$	504,000	$	1.96
2nd Quarter 2008	53	63	%	124,110	$	38.40	$	31.76	$	823,628	21	%	38	%	6.2	$	545,257	$	4.39
1st Quarter 2008	46	62	%	161,748	$	24.44	$	20.65	$	613,475	18	%	30	%	4.7	$	5,000	$	0.03
4th Quarter 2007	64	74	%	353,464	$	19.37	$	15.94	$	1,213,705	22	%	28	%	3.8	$	15,000	$	0.04

Total - 12 months	205	65	%	896,864	$	22.65	$	19.23	$	3,062,791	18	%	30	%	5.2	$	1,069,257	$	1.19

Total Lease Summary - Comparable and Non-comparable (2)


Quarter	Number of Leases Signed	GLA Signed	Contractual Rent (3) Per Sq. Ft.		Weighted Average Lease Term (5)	Tenant Improvements & Incentives (6)		Tenant Improvements & Incentives Per Sq. Ft.
3rd Quarter 2008	76	369,323	$	26.12	8.1	$	3,721,035	$	10.08
2nd Quarter 2008	90	253,048	$	36.40	7.5	$	2,940,855	$	11.62
1st Quarter 2008	85	295,646	$	30.61	6.4	$	3,005,202	$	10.16
4th Quarter 2007	93	482,730	$	20.36	5.0	$	2,686,086	$	5.56

Total - 12 months	344	1,400,747	$	26.94	6.7	$	12,353,178	$	8.82

Notes:

(1)	Leases on this report represent retail activity only; office and residential leases are not included.

(2)	Comparable leases represent those leases signed on spaces for which there was a former tenant.

(3)	Contractual rent represents contractual minimum rent under the new lease for the first 12 months of the term.

(4)	Prior rent represents minimum rent and percentage rent, if any, paid by the prior tenant in the final 12 months of the term.

(5)	Weighted average is determined on the basis of square footage.

(6)	See Glossary of Terms.

(7)	Renewal leases represent expiring leases rolling over with the same tenant in the same location. All other leases are categorized as new.

Federal Realty Investment Trust

Lease Expirations

September 30, 2008

Assumes no exercise of lease options


	Anchor Tenants (1)					Small Shop Tenants					Total
Year	Expiring SF	% of Anchor SF		Minimum Rent PSF (2)		Expiring SF	% of Small Shop SF		Minimum Rent PSF (2)		Expiring SF	% of Total SF		Minimum Rent PSF (2)
2008	—	0	%	$	—	217,000	3	%	$	20.92	217,000	1	%	$	20.92
2009	572,000	6	%	$	10.92	772,000	10	%	$	27.75	1,344,000	8	%	$	20.59
2010	720,000	8	%	$	12.01	1,000,000	13	%	$	26.79	1,720,000	10	%	$	20.60
2011	710,000	7	%	$	14.78	1,134,000	15	%	$	30.17	1,844,000	11	%	$	24.24
2012	1,022,000	11	%	$	13.10	1,062,000	14	%	$	31.20	2,084,000	12	%	$	22.32
2013	1,054,000	11	%	$	14.43	955,000	13	%	$	31.76	2,009,000	12	%	$	22.67
2014	1,196,000	12	%	$	16.82	446,000	6	%	$	34.39	1,642,000	10	%	$	21.59
2015	467,000	5	%	$	15.60	430,000	6	%	$	28.26	897,000	5	%	$	21.67
2016	384,000	4	%	$	17.85	414,000	6	%	$	31.78	798,000	5	%	$	25.08
2017	623,000	6	%	$	17.18	431,000	6	%	$	31.97	1,054,000	6	%	$	23.23
Thereafter	2,905,000	30	%	$	15.55	573,000	8	%	$	35.93	3,478,000	20	%	$	18.91

Total (3)	9,653,000	100	%	$	14.93	7,434,000	100	%	$	30.33	17,087,000	100	%	$	21.63

Assumes all lease options are exercised


	Anchor Tenants (1)					Small Shop Tenants					Total
Year	Expiring SF	% of Anchor SF		Minimum Rent PSF (2)		Expiring SF	% of Small Shop SF		Minimum Rent PSF (2)		Expiring SF	% of Total SF		Minimum Rent PSF (2)
2008	—	0	%	$	—	172,000	2	%	$	20.62	172,000	1	%	$	20.62
2009	251,000	3	%	$	11.86	453,000	6	%	$	29.54	704,000	4	%	$	23.24
2010	239,000	3	%	$	8.49	538,000	7	%	$	29.43	777,000	5	%	$	22.99
2011	43,000	1	%	$	7.19	640,000	9	%	$	28.94	683,000	4	%	$	27.57
2012	235,000	2	%	$	14.92	614,000	8	%	$	32.11	849,000	5	%	$	27.35
2013	127,000	1	%	$	15.11	532,000	7	%	$	30.60	659,000	4	%	$	27.62
2014	274,000	3	%	$	12.27	437,000	6	%	$	33.07	711,000	4	%	$	25.06
2015	189,000	2	%	$	17.17	416,000	6	%	$	26.03	605,000	4	%	$	23.26
2016	125,000	1	%	$	20.50	403,000	5	%	$	32.38	528,000	3	%	$	29.57
2017	127,000	1	%	$	26.65	540,000	7	%	$	30.04	667,000	4	%	$	29.39
Thereafter	8,043,000	83	%	$	15.02	2,689,000	37	%	$	31.09	10,732,000	62	%	$	19.05

Total (3)	9,653,000	100	%	$	14.93	7,434,000	100	%	$	30.33	17,087,000	100	%	$	21.63

Notes:

(1)	Anchor is defined as a tenant leasing 15,000 square feet or more.

(2)	Minimum Rent reflects in-place contractual (cash-basis) rent as of September 30, 2008.

(3)	Represents occupied square footage as of September 30, 2008.

Federal Realty Investment Trust

Portfolio Leased Statistics

September 30, 2008

Overall Portfolio Statistics (1)


	At September 30, 2008				At September 30, 2007
Type	Size	Leased	Leased %		Size	Leased	Leased %
Retail Properties (2) (sf)	18,130,000	17,323,000	95.5	%	19,507,000	18,808,000	96.4	%
Residential Properties (3) (units)	723	700	96.8	%	723	700	96.8	%

Same Center Statistics (1)


	At September 30, 2008				At September 30, 2007
Type	Size	Leased	Leased %		Size	Leased	Leased %
Retail Properties (2) (4) (sf)	16,817,000	16,136,000	96.0	%	16,821,000	16,265,000	96.7	%
Residential Properties (3) (units)	723	700	96.8	%	723	700	96.8	%

Notes:

(1)	See Glossary of Terms.

(2)	Leasable square feet; excludes redevelopment square footage not yet placed in service.

(3)

Overall portfolio and Same Center statistics at September 30, 2008 and 2007 include Rollingwood, The Crest at Congressional and the residential rental units at Santana Row. The 180 residential units at Arlington East (Bethesda Row) were first delivered in late May 2008 and will continue to be delivered through 2008.

(4)	Excludes properties purchased, sold or under redevelopment.

Federal Realty Investment Trust

Summary of Top 25 Tenants

September 30, 2008


Rank	Tenant Name	Annualized Base Rent			Percentage of Total Annualized Base Rent		Tenant GLA		Percentage of Total GLA		Number of Stores Leased
1	Bed, Bath & Beyond, Inc.	$	9,637,000		2.61	%	647,000		3.57	%	15
2	Ahold USA, Inc.	$	8,167,000		2.21	%	571,000		3.15	%	11
3	TJX Companies	$	6,984,000		1.89	%	540,000		2.98	%	15
4	Safeway, Inc.	$	6,719,000		1.82	%	481,000		2.65	%	9
5	Gap, Inc.	$	6,438,000		1.74	%	220,000		1.21	%	11
6	CVS Corporation	$	5,643,000		1.53	%	179,000		0.99	%	16
7	Barnes & Noble, Inc.	$	4,705,000		1.27	%	201,000		1.11	%	8
8	OPNET Technologies, Inc.	$	3,645,000		0.99	%	83,000		0.46	%	2
9	Best Buy Stores, L.P.	$	3,457,000		0.94	%	99,000		0.55	%	3
10	Staples, Inc.	$	3,376,000		0.91	%	187,000		1.03	%	9
11	DSW, Inc	$	3,263,000		0.88	%	125,000		0.69	%	5
12	Supervalu Inc.(Acme/Sav-A- Lot/Star Mkt/Shoppers Food)	$	3,213,000		0.87	%	338,000		1.86	%	7
13	Borders Group, Inc.	$	2,901,000		0.78	%	129,000		0.71	%	5
14	Home Depot, Inc.	$	2,832,000		0.77	%	335,000		1.85	%	4
15	Kohl’s Corporation	$	2,793,000		0.76	%	322,000		1.78	%	3
16	Ross Stores, Inc.	$	2,672,000		0.72	%	149,000		0.82	%	5
17	Wachovia Corporation	$	2,669,000		0.72	%	61,000		0.34	%	13
18	Wakefern Food Corporation	$	2,546,000		0.69	%	136,000		0.75	%	2
19	A.C. Moore, Inc.	$	2,483,000		0.67	%	141,000		0.78	%	6
20	Bank of America, N.A.	$	2,408,000		0.65	%	64,000		0.35	%	18
21	L.A. Fitness International LLC	$	2,388,000		0.65	%	117,000		0.65	%	3
22	AMC Entertainment Inc.	$	2,378,000		0.64	%	166,000		0.92	%	4
23	Dollar Tree Stores, Inc.	$	2,357,000		0.64	%	158,000		0.87	%	14
24	Container Store, Inc.	$	2,354,000		0.64	%	52,000		0.29	%	2
25	PETsMART, Inc.	$	2,240,000		0.61	%	130,000		0.72	%	5

	Totals - Top 25 Tenants	$	98,268,000		26.60	%	5,631,000		31.08	%	195

	Total: (1)	$	369,557,000	(2)			18,130,000	(3)			2,456

Notes:

(1)	Does not include amounts related to leases these tenants have with our partnership with a discretionary fund created and advised by ING Clarion Partners.

(2)	Reflects annual in-place contractual (cash-basis) rent as of September 30, 2008.

(3)	Excludes redevelopment square footage not yet placed in service.

Federal Realty Investment Trust

Reconciliation of Net Income to FFO Guidance

September 30, 2008


	2008 Guidance
	($ millions except per share amounts) (1)
Net income	$	129		to	$	131
Gain on sale of real estate		(7	)			(7	)
Depreciation and amortization of real estate & real estate partnership assets		100				100
Amortization of initial direct costs of leases		9				9

Funds from operations		230				232
Dividends on preferred stock		(1	)			(1	)
Income attributable to operating partnership units		1				1

Funds from operations available for common shareholders		231		to		232

Weighted Average Shares (diluted)		59.3

Funds from operations available for common shareholders per diluted share	$	3.89			$	3.92

Note:

(1)	Individual items may not add up to total due to rounding.

Federal Realty Investment Trust

Summarized Income Statements and Balance Sheets - Joint Venture

September 30, 2008

CONSOLIDATED INCOME STATEMENTS


	Three months ended September 30,						Nine months ended September 30,
	2008			2007			2008			2007
	(in thousands)						(in thousands)
	(unaudited)						(unaudited)
Revenues
Rental income	$	4,730		$	4,849		$	14,107		$	12,667
Other property income		57			86			166			236

		4,787			4,935			14,273			12,903
Expenses
Rental		719			751			2,264			1,953
Real estate taxes		523			439			1,483			1,183
Depreciation and amortization		1,193			1,163			3,570			3,300

		2,435			2,353			7,317			6,436

Operating income		2,352			2,582			6,956			6,467
Interest expense		(1,134	)		(1,137	)		(3,404	)		(3,343	)

Net income	$	1,218		$	1,445		$	3,552		$	3,124

CONSOLIDATED BALANCE SHEETS


	September 30, 2008			December 31, 2007
	(in thousands)
	(unaudited)
ASSETS
Real estate, at cost	$	202,077			201,641
Less accumulated depreciation and amortization		(13,406	)		(9,894	)

Net real estate		188,671			191,747
Cash and cash equivalents		2,374			1,453
Other assets		7,398			7,173

TOTAL ASSETS	$	198,443		$	200,373

LIABILITIES AND PARTNERS’ CAPITAL
Liabilities
Mortgages payable	$	81,410		$	81,540
Other liabilities		7,511			8,691

Total liabilities		88,921			90,231
Partners’ capital		109,522			110,142

TOTAL LIABILITIES AND PARTNERS’ CAPITAL	$	198,443		$	200,373

Federal Realty Investment Trust

Summary of Outstanding Debt and Debt Maturities - Joint Venture

September 30, 2008

OUTSTANDING DEBT


	Maturity	Stated Interest Rate as of September 30, 2008		Balance
				(in thousands)
Mortgage Loans
Secured Fixed Rate
Campus Plaza	12/01/09	4.530	%(a)	$	11,000
Pleasant Shops	12/01/09	4.530	%(a)		12,400
Plaza del Mercado	07/05/14	5.770	%(b)		13,125
Atlantic Plaza	12/01/14	5.120	%(a)		10,500
Barcroft Plaza	07/01/16	5.990	%(a)(c)		20,785
Greenlawn Plaza	07/01/16	5.900	%(a)		13,600

	Total Fixed Rate Debt			$	81,410

Debt Maturities

(in thousands)


Year	Scheduled Amortization		Maturities		Total		Percent of Debt Maturing		Cumulative Percent of Debt Maturing
2008	$	45	$	—	$	45	0.1	%	0.1	%
2009		185		23,400		23,585	28.9	%	29.0	%
2010		196		—		196	0.2	%	29.2	%
2011		208		—		208	0.3	%	29.5	%
2012		220		—		220	0.3	%	29.8	%
2013		233		—		233	0.3	%	30.1	%
2014		142		22,396		22,538	27.7	%	57.8	%
2015		—		—		—	0.0	%	57.8	%
2016		—		34,385		34,385	42.2	%	100.0	%

Total	$	1,229	$	80,181	$	81,410	100.0	%

Notes:

(a)	Interest only until maturity.

(b)	Effective July 5, 2007, principal and interest payments were due based on a 30-year amortization schedule.

(c)	The stated interest rate represents the weighted average interest rate for two mortgage loans secured by this property. The loan balance represents a note of $16.6 million at a stated rate of 6.06% and a note of $4.2 million at a stated rate of 5.71%.

Federal Realty Investment Trust

Real Estate Status Report - Joint Venture

September 30, 2008


Property Name	MSA Description	Year Acquired	Real Estate at Cost		Mortgage or Capital Lease Obligation		GLA	% Leased		Grocery Anchor GLA (1)	Grocery Anchor (1)	Other Principal Tenants
			(in thousands)		(in thousands)
East Region
Washington Metropolitan Area
Barcroft Plaza	Washington, DC MD-VA	2006-2007		34,023	$	20,785	100,000	94	%	46,000	Harris Teeter	Bank of America
Free State Shopping Center	Washington, DC-MD-VA	2007		65,790			279,000	99	%	73,000	Giant Food	TJ Maxx / Ross / Office Depot
Plaza del Mercado	Washington, DC-MD-VA	2004		21,031		13,125	96,000	94	%	25,000	Giant Food	CVS

	Total Washington Metropolitan Area			120,844			475,000	97	%
New York / New Jersey
Greenlawn Plaza	Nassau-Suffolk, NY	2006		19,983		13,600	106,000	100	%	46,000	Waldbaum’s	Tuesday Morning

	Total New York / New Jersey			19,983			106,000	100	%
New England
Atlantic Plaza	Boston Worcester-Lawrence-Lowell-Brockton, MA	2004		16,413		10,500	124,000	96	%	63,000	Shaw’s Supermarket	Sears
Campus Plaza	Boston Worcester-Lawrence-Lowell-Brockton, MA	2004		22,101		11,000	116,000	100	%	46,000	Roche Brothers	Burlington Coat Factory
Pleasant Shops	Boston Worcester-Lawrence-Lowell-Brockton, MA	2004		22,736		12,400	129,000	97	%	38,000	Foodmaster	Marshalls

	Total New England			61,250			369,000	98	%

	Total East Region			202,077			950,000	98	%

Grand Totals			$	202,077	$	81,410	950,000	98	%

Note:

(1)	Grocery anchor is defined as a grocery tenant leasing 15,000 square feet or more.

Glossary of Terms

Adjusted EBITDA: Adjusted EBITDA is a non-GAAP measure that means net income or loss plus depreciation and amortization, net interest expense, income taxes, gain or loss on sale of real estate and impairments of real estate, if any. Adjusted EBITDA is presented because we believe that it provides useful information to investors regarding our ability to service debt and because it approximates a key covenant in material notes. Adjusted EBITDA should not be considered an alternative measure of operating results or cash flow from operations as determined in accordance with GAAP. The reconciliation of Adjusted EBITDA to net income for the three and nine months ended September 30, 2008 and 2007 is as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
	(in thousands)						(in thousands)
Net income	$	37,102		$	23,515		$	96,062		$	73,369
Depreciation and amortization		28,643			26,071			81,838			79,457
Interest expense		25,337			30,533			74,166			89,752
Other interest income		(116	)		(315	)		(666	)		(1,004	)

EBITDA		90,966			79,804			251,400			241,574
(Gain) loss on sale of real estate		(7,438	)		2,900			(7,438	)		1,051

Adjusted EBITDA	$	83,528		$	82,704		$	243,962		$	242,625

Funds From Operations (FFO): FFO is a supplemental measure of real estate companies’ operating performances. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as follows: income available for common shareholders before depreciation and amortization of real estate assets and excluding extraordinary items and gains and losses on sale of real estate. NAREIT developed FFO as a relative measure of performance and liquidity of an equity REIT in order to recognize that the value of income-producing real estate historically has not depreciated on the basis determined under GAAP. However, FFO does not represent cash flows from operating activities in accordance with GAAP (which, unlike FFO, generally reflects all cash effects of transactions and other events in the determination of net income); should not be considered an alternative to net income as an indication of our performance; and is not necessarily indicative of cash flow as a measure of liquidity or ability to pay dividends. We consider FFO a meaningful, additional measure of operating performance because it primarily excludes the assumption that the value of real estate assets diminishes predictably over time, and because industry analysts have accepted it as a performance measure. Comparison of our presentation of FFO to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs.

Property Operating Income: Rental income, other property income and mortgage interest income, less rental expenses and real estate taxes and excluding operating results from discontinued operations.

Overall Portfolio: Includes all operating properties owned in reporting period.

Same Center: Information provided on a same center basis is provided for only those properties that were owned and operated for the entirety of both periods being compared, excludes properties that were redeveloped, expanded or under development and properties purchased or sold at any time during the periods being compared.

Tenant Improvements and Incentives: Represents not only the total dollars committed for the improvement (fit-out) of a space as it relates to a specific lease but may also include base building costs (i.e. expansion, escalators or new entrances) which are required to make the space leasable. Incentives include amounts paid to tenants as an inducement to sign a lease that do not represent building improvements.