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•	risks that our tenants will not pay rent, may vacate early or may file for bankruptcy or that we may be unable to renew leases or re-let space at favorable rents as leases expire;

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

•	risk that we are investing a significant amount in ground-up development projects that may not perform as planned, may be dependent on third parties to deliver critical aspects of certain projects, requires spending a substantial amount upfront in infrastructure, and assumes receipt of public funding which has been committed but not entirely funded;

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risks normally associated with the real estate industry, including risks that 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 costs associated with the periodic maintenance and repair or renovation of space, insurance and other operations may increase, 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 associated with general economic conditions, including local economic conditions in our geographic markets;

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

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

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•	Generated earnings per diluted share of $0.80 for the quarter compared to $0.97 in fourth quarter 2015 ($0.73 excluding a $0.24 gain on sale in the fourth quarter 2015). For the year ended 2016, generated earnings per diluted share of $3.50 compared to $3.03 for the year ended 2015.

•	Generated FFO per diluted share of $1.45 for the quarter compared to $1.37 in fourth quarter 2015. For the year ended 2016, generated FFO per diluted share of $5.65 compared to $5.05 for the year ended 2015 ($5.32 excluding prepayment premiums in 2015).

•	Generated same center property operating income growth of 3.0% for the fourth quarter. For the year end 2016, same center growth was 3.1%.

•	Signed leases for 274,622 sf of comparable space (347,604 sf total) in the fourth quarter at an average rent of $37.10 psf and achieved cash basis rollover growth on those comparable spaces of 15%.

•	Affirmed 2017 FFO per diluted share guidance range of $5.83 - $5.93.

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•	February 8, 2017 - Federal Realty announced the promotion of Craig Klimisch to Vice President - Corporate Controller. In this capacity, Mr. Klimisch is responsible for all aspects of accounting functions and processes, internal and external financial reporting and SEC filing requirements. Mr. Klimisch joined Federal Realty in 2011.

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February 9, 2017 - Federal Realty announced the acquisition of Hastings Ranch Plaza, a 274,000 square foot shopping center in Pasadena, California. The Trust acquired the leasehold interest in the shopping center for $29.5 million. Hastings Ranch Plaza enjoys immediate access to Interstate 210 at the Rosemead-Michillinda exit and is within walking distance of the Sierra Madre Station on the Metro Gold Line. Federal Realty anticipates increasing the value over time through potential redevelopment and/or the re-leasing of space currently leased at below market rents.

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•	risks that our tenants will not pay rent, may vacate early or may file for bankruptcy or that we may be unable to renew leases or re-let space at favorable rents as leases expire;

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

•	risks that we are investing a significant amount in ground-up development projects that may not perform as planned, may be dependent on third parties to deliver critical aspects of certain projects, requires spending a substantial amount upfront in infrastructure, and assumes receipt of public funding which has been committed but not entirely funded;

•

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 costs associated with the periodic maintenance and repair or renovation of space, insurance and other operations may increase, 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 associated with general economic conditions, including local economic conditions in our geographic markets;

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

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

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2)	If the $19.1 million early extinguishment of debt charge incurred in the second quarter of 2015 was excluded, our FFO for the year ended December 31, 2015 would have been $371.9 million, and FFO per diluted share would have been $5.32. Additionally, the dividend payout ratio as a percentage of FFO for the year ended December 31, 2015 would have been 67%.

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1)	Amounts include 763,797 and 934,405 operating partnership units outstanding at December 31, 2016 and 2015, 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. The December 31, 2016 and 2015 balances are net of debt issuance costs of $15.4 million and $15.2 million, respectively, reflecting our January 1, 2016 adoption of ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs." See Note 2 of our December 31, 2016 Form 10-K for additional information regarding the adoption.

4)	Fixed rate debt includes our $275.0 million term loan as the rate is effectively fixed by two interest rate swap agreements.

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1)

Minimum rents include $1.9 million and $2.6 million for the three months ended December 31, 2016 and 2015, respectively, and $8.1 million and $7.6 million for the years ended December 31, 2016 and 2015, respectively, to recognize minimum rents on a straight-line basis. In addition, minimum rents include $0.6 million and $0.8 million for the three months ended December 31, 2016 and 2015, respectively, and $1.8 million and $2.7 million for the years ended December 31, 2016 and 2015, respectively, to recognize income from the amortization of in-place leases.

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1)	We entered into two interest rate swap agreements to fix the variable rate portion of our $275.0 million term loan at 1.72% through November 1, 2018. The swap agreements effectively fix the rate on the term loan at 2.62% and thus the loan is included in fixed rate debt.

2)	There were no borrowings under our revolving credit facility during the three months ended December 31, 2016. For the year ended December 31, 2016, the maximum amount drawn under our revolving credit facility was $251.5 million, and the weighted average effective interest rate on borrowings under our revolving credit facility, before amortization of debt fees was 1.3%.

3)	The weighted average effective interest rate includes the amortization of any debt issuance costs and discounts and premiums if applicable, except as described in Note 4.

4)

The weighted average effective interest rate excludes $0.6 million in quarterly financing fees and quarterly debt fee amortization on our revolving credit facility which had no outstanding balance on December 31, 2016. In addition, the weighted average effective interest rate is calculated using the fixed rate on our term loan of 2.62% as the result of the interest rate swap agreements discussed in Note 1. The term loan is included in fixed rate debt.

5)

Fixed charges consist of interest on borrowed funds (including capitalized interest), amortization of debt discount/premium and debt costs, and the portion of rent expense representing an interest factor. EBITDA includes a gain on sale of real estate and change in control of interests of $32.5 million for the year ended December 31, 2016 and $16.8 million and $28.3 million for the three months and year ended December 31, 2015, respectively. Adjusted EBITDA is reconciled to net income in the Glossary of Terms.

6)	Fixed charges for the year ended December 31, 2015 exclude the $19.1 million early extinguishment of debt charge related to the make-whole premium paid as part of the early redemption of the 6.20% senior notes in the second quarter of 2015.

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1)	Our $275.0 million unsecured term loan matures on November 21, 2018, subject to a one-year extension at our option.

2)	Our $800.0 million revolving credit facility matures on April 20, 2020, subject to two six-month extensions at our option. As of December 31, 2016, there was no outstanding balance under this credit facility.

3)	The total debt maturities differs from the total reported on the consolidated balance sheet due to the unamortized net premium/(discount) and debt issuance costs on certain mortgage loans, note payable, and senior notes as of December 31, 2016.

4)	The weighted average rate reflects the weighted average interest rate on debt maturing in the respective year.

5)	The weighted average rate excludes $0.6 million in quarterly financing fees and quarterly debt fee amortization on our revolving credit facility.

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(1)	There is no guarantee 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 for redevelopment projects generally reflects only the deal specific cash, unleveraged incremental Property Operating Income (POI) generated by the redevelopment and is calculated as Incremental POI divided by incremental cost. Incremental POI is the POI generated by the redevelopment after deducting rent being paid or management's estimate of rent to be paid for the redevelopment space and any other space taken out of service to accommodate the redevelopment. Projected ROI for redevelopment projects 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 generally the year in which 95% physical occupancy of the redeveloped space is achieved. Economic stabilization may occur at a later point in time.

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

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