UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



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

For the quarterly period ended June 30, ~~2016~~2017



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

For the transition period from to

Commission file number: 1-07533

FEDERAL REALTY INVESTMENT TRUST

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



Maryland		52-0782497
(State of Organization)		(IRS Employer Identification No.)

1626 East Jefferson Street, Rockville, Maryland		20852
(Address of Principal Executive Offices)		(Zip Code)

(301) 998-8100

(Registrant’s Telephone Number, Including Area Code)

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

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

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



Large Accelerated Filer	ý	Accelerated ~~Filer~~filer	¨

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

		Emerging growth company	¨

If an emerging growth company, indicate by checkmark if the registrant has elected not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			¨

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

The number of Registrant’s common shares outstanding on ~~August 1, 2016~~July 28, 2017 was ~~71,426,313.~~

~~Table of Contents~~

72,255,197.

FEDERAL REALTY INVESTMENT TRUST

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED ~~June~~JUNE 30, ~~2016~~2017

TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of June 30, ~~2016~~2017 (unaudited) and December 31, ~~2015~~2016	4
	Consolidated Statements of Comprehensive Income (unaudited) for the three and six months ended June 30, ~~2016~~2017 and ~~2015~~2016	5
	Consolidated Statement of Shareholders' Equity (unaudited) for the six months ended June 30, ~~2016~~2017	6
	Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, ~~2016~~2017 and ~~2015~~2016	7
	Notes to Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30
Item 4.	Controls and Procedures	3130

PART II. OTHER INFORMATION		3130
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3231
Item 3.	Defaults Upon Senior Securities	3331
Item 4.	Mine Safety Disclosures	3332
Item 5.	Other Information	3332
Item 6.	Exhibits	3332

SIGNATURES		3433

PART I—FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS

The following consolidated balance sheet as of December 31, ~~2015~~2016, which has been derived from audited financial statements, and unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted ~~accounting principles~~in the United States (GAAP) have been omitted pursuant to those rules and regulations, although Federal Realty Investment Trust (the "Trust") believes that the disclosures made are adequate to make the information not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Trust’s latest Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal, recurring adjustments) necessary for a fair presentation for the periods presented have been included. The results of operations for the three and six months ended June 30, ~~2016~~2017 are not necessarily indicative of the results that may be expected for the full year.

Federal Realty Investment Trust

Consolidated Balance Sheets


	June 30,			December 31,			June 30,			December 31,
	2016			2015			2017			2016
	(In thousands, except share and per share data)						(In thousands, except share and per share data)
	(Unaudited)						(Unaudited)
ASSETS
Real estate, at cost
Operating (including $1,206,112 and $1,192,336 of consolidated variable interest entities, respectively)	$	5,951,546		$	5,630,771
Operating (including $1,265,976 and $1,226,918 of consolidated variable interest entities, respectively)							$	6,371,714		$	6,125,957
Construction-in-progress	506,843			433,635			719,713			599,260
Asset held for sale							—			33,856
	6,458,389			6,064,406			7,091,427			6,759,073
Less accumulated depreciation and amortization (including $192,445 and $176,057 of consolidated variable interest entities, respectively)	(1,651,549		)	(1,574,041		)
Less accumulated depreciation and amortization (including $226,193 and $209,239 of consolidated variable interest entities, respectively)							(1,808,326		)	(1,729,234		)
Net real estate	4,806,840			4,490,365			5,283,101			5,029,839
Cash and cash equivalents	18,622			21,046			96,326			23,368
Accounts and notes receivable, net	114,431			110,402			168,996			116,749
Mortgage notes receivable, net	41,618			41,618			30,429			29,904
Investment in real estate partnerships	9,807			41,546			13,973			14,864
Prepaid expenses and other assets	197,150			191,582			210,678			208,555
TOTAL ASSETS	$	5,188,468		$	4,896,559		$	5,803,503		$	5,423,279
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Mortgages payable (including $443,766 and $448,315 of consolidated variable interest entities, respectively)	$	476,155		$	481,084
Mortgages payable (including $383,304 and $439,120 of consolidated variable interest entities, respectively)							$	414,891		$	471,117
Capital lease obligations	71,605			71,620			71,573			71,590
Notes payable	383,582			341,961			279,316			279,151
Senior notes and debentures	1,733,611			1,732,551			2,377,208			1,976,594
Accounts payable and accrued expenses	171,982			146,532			190,459			201,756
Dividends payable	67,931			66,338			71,714			71,440
Security deposits payable	15,868			15,439			16,618			16,285
Other liabilities and deferred credits	118,646			121,787			143,002			115,817
Total liabilities	3,039,380			2,977,312			3,564,781			3,203,750
Commitments and contingencies (Note 6)
Redeemable noncontrolling interests	126,102			137,316			152,045			143,694
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			9,997			9,997
Common shares of beneficial interest, $.01 par, 100,000,000 shares authorized, 71,417,253 and 69,493,392 shares issued and outstanding, respectively	716			696
Common shares of beneficial interest, $.01 par, 100,000,000 shares authorized, 72,251,477 and 71,995,897 shares issued and outstanding, respectively							725			722
Additional paid-in capital	2,645,984			2,381,867			2,741,803			2,718,325
Accumulated dividends in excess of net income	(725,665		)	(724,701		)	(759,058		)	(749,734		)
Accumulated other comprehensive loss	(7,293		)	(4,110		)	(1,100		)	(2,577		)
Total shareholders’ equity of the Trust	1,923,739			1,663,749			1,992,367			1,976,733
Noncontrolling interests	99,247			118,182			94,310			99,102
Total shareholders’ equity	2,022,986			1,781,931			2,086,677			2,075,835
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	5,188,468		$	4,896,559		$	5,803,503		$	5,423,279

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

Federal Realty Investment Trust

Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015			2017			2016			2017			2016
	(In thousands, except per share data)												(In thousands, except per share data)
REVENUE
Rental income	$	192,935		$	175,884		$	388,243		$	357,050		$	204,246		$	192,935		$	408,693		$	388,243
Other property income	3,488			4,420			5,800			6,885			3,068			3,488			5,258			5,800
Mortgage interest income	1,558			1,157			2,282			2,318			735			1,558			1,487			2,282
Total revenue	197,981			181,461			396,325			366,253			208,049			197,981			415,438			396,325
EXPENSES
Rental expenses	36,978			32,623			79,797			74,062			37,128			36,978			78,237			79,797
Real estate taxes	23,397			20,667			46,191			41,061			26,522			23,397			51,612			46,191
General and administrative	9,036			9,299			17,046			18,152			8,643			9,036			16,910			17,046
Depreciation and amortization	48,435			42,671			96,234			84,655			52,666			48,435			104,045			96,234
Total operating expenses	117,846			105,260			239,268			217,930			124,959			117,846			250,804			239,268
OPERATING INCOME	80,135			76,201			157,057			148,323			83,090			80,135			164,634			157,057
Other interest income	77			74			180			103			68			77			174			180
Interest expense	(23,101		)	(23,445		)	(46,830		)	(47,613		)	(23,907		)	(23,101		)	(47,665		)	(46,830		)
Early extinguishment of debt	—			(19,072		)	—			(19,072		)
Income from real estate partnerships	—			406			41			626
(Loss) income from real estate partnerships													(114		)	—			(114		)	41
INCOME FROM CONTINUING OPERATIONS	57,111			34,164			110,448			82,367			59,137			57,111			117,029			110,448
Gain on change in control of interests and sale of real estate	1,787			11,509			27,513			11,509
Gain on sale of real estate and change in control of interests, net													18,996			1,787			19,174			27,513
NET INCOME	58,898			45,673			137,961			93,876			78,133			58,898			136,203			137,961
Net income attributable to noncontrolling interests	(2,957		)	(2,041		)	(5,065		)	(4,058		)	(1,842		)	(2,957		)	(3,722		)	(5,065		)
NET INCOME ATTRIBUTABLE TO THE TRUST	55,941			43,632			132,896			89,818			76,291			55,941			132,481			132,896
Dividends on preferred shares	(135		)	(135		)	(271		)	(271		)	(135		)	(135		)	(271		)	(271		)
NET INCOME AVAILABLE FOR COMMON SHAREHOLDERS	$	55,806		$	43,497		$	132,625		$	89,547		$	76,156		$	55,806		$	132,210		$	132,625
EARNINGS PER COMMON SHARE, BASIC
Continuing operations	$	0.78		$	0.46		$	1.50		$	1.13		$	0.79		$	0.78		$	1.57		$	1.50
Gain on change in control of interests and sale of real estate, net	0.01			0.17			0.38			0.17
Gain on sale of real estate and change in control of interests, net													0.26			0.01			0.26			0.38
	$	0.79		$	0.63		$	1.88		$	1.30		$	1.05		$	0.79		$	1.83		$	1.88
Weighted average number of common shares, basic	70,797			68,531			70,270			68,449			72,001			70,797			71,928			70,270
EARNINGS PER COMMON SHARE, DILUTED
Continuing operations	$	0.77		$	0.46		$	1.50		$	1.13		$	0.79		$	0.77		$	1.57		$	1.50
Gain on change in control of interest and sale of real estate, net	0.01			0.17			0.38			0.17
Gain on sale of real estate and change in control of interests, net													0.26			0.01			0.26			0.38
	$	0.78		$	0.63		$	1.88		$	1.30		$	1.05		$	0.78		$	1.83		$	1.88
Weighted average number of common shares, diluted	70,974			68,713			70,451			68,638			72,124			70,974			72,061			70,451

COMPREHENSIVE INCOME	$	58,490		$	46,740		$	134,778		$	92,482		$	78,526		$	58,490		$	137,680		$	134,778

COMPREHENSIVE INCOME ATTRIBUTABLE TO THE TRUST	$	55,533		$	44,699		$	129,713		$	88,424		$	76,684		$	55,533		$	133,958		$	129,713

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

Federal Realty Investment Trust

Consolidated Statement of Shareholders’ Equity

For the Six Months Ended June 30, ~~2016~~2017

(Unaudited)


	Shareholders’ Equity of the Trust																									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			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						Accumulated Dividends in Excess of Net Income			Shares				Noncontrolling Interests			Amount					Shares		Amount					Additional Paid-in Capital			Accumulated Dividends in Excess of Net Income			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total Shareholders' Equity
	(In thousands, except share data)																									(In thousands, except share data)
BALANCE AT DECEMBER 31, 2015	399,896	$	9,997	69,493,392		$	696	Additional Paid-in Capital			$	2,381,867			$	Accumulated Other Comprehensive Loss	(724,701	)	$	(4,110	)		Total Shareholders' Equity		$	118,182		$	1,781,931
Net income, excluding $1,411 attributable to redeemable noncontrolling interests	—	—		—		—		—				132,896				—			3,654				136,550
Other comprehensive loss - change in value of interest rate swaps	—	—		—		—		—				—				(3,183		)	—				(3,183		)
BALANCE AT DECEMBER 31, 2016																										399,896		$	9,997	71,995,897		$	722	$	2,718,325		$	(749,734	)	$	(2,577	)	$	99,102		$	2,075,835
January 1, 2017 adoption of new accounting standard - See Note 2																										—		—		—		—		83			(83		)	—			—			—
Net income, excluding $1,704 attributable to redeemable noncontrolling interests																										—		—		—		—		—			132,481			—			2,018			134,499
Other comprehensive income - change in fair value of interest rate swaps																										—		—		—		—		—			—			1,477			—			1,477
Dividends declared to common shareholders	—	—		—		—		—				(133,589		)		—			—				(133,589		)	—		—		—		—		—			(141,451		)	—			—			(141,451		)
Dividends declared to preferred shareholders	—	—		—		—		—				(271		)		—			—				(271		)	—		—		—		—		—			(271		)	—			—			(271		)
Distributions declared to noncontrolling interests	—	—		—		—		—				—				—			(4,505		)		(4,505		)	—		—		—		—		—			—			—			(3,310		)	(3,310		)
Common shares issued	—	—		1,603,685		16		240,820				—				—			—				240,836			—		—		98,695		1		13,341			—			—			—			13,342
Exercise of stock options	—	—		50,881		—		4,175				—				—			—				4,175			—		—		52,307		1		3,830			—			—			—			3,831
Shares issued under dividend reinvestment plan	—	—		8,331		—		1,257				—				—			—				1,257			—		—		9,140		—		1,253			—			—			—			1,253
Share-based compensation expense, net of forfeitures	—	—		125,484		2		6,050				—				—			—				6,052			—		—		103,941		1		6,456			—			—			—			6,457
Shares withheld for employee taxes	—	—		(30,160	)	—		(4,371		)		—				—			—				(4,371		)	—		—		(28,533	)	—		(4,077		)	—			—			—			(4,077		)
Conversion and redemption of OP units	—	—		165,640		2		18,162				—				—			(18,164		)		—			—		—		20,030		—		2,569			—			—			(2,569		)	—
Contributions from noncontrolling interests	—	—		—		—		—				—				—			80				80			—		—		—		—		—			—			—			4,547			4,547
Adjustment to redeemable noncontrolling interests	—	—		—		—		(1,976		)		—				—			—				(1,976		)
BALANCE AT JUNE 30, 2016	399,896	$	9,997	71,417,253		$	716	$	2,645,984			$	(725,665	)		$	(7,293	)	$	99,247			$	2,022,986
Purchase of noncontrolling interest																										—		—		—		—		23			—			—			(5,478		)	(5,455		)
BALANCE AT JUNE 30, 2017																										399,896		$	9,997	72,251,477		$	725	$	2,741,803		$	(759,058	)	$	(1,100	)	$	94,310		$	2,086,677

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

Federal Realty Investment Trust

Consolidated Statements of Cash Flows

(Unaudited)


	Six Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2017			2016
	(In thousands)						(In thousands)
OPERATING ACTIVITIES
Net income	$	137,961		$	93,876		$	136,203		$	137,961
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	96,234			84,655			104,045			96,234
Gain on change in control of interests and sale of real estate	(27,513		)	(11,509		)
Early extinguishment of debt	—			19,072
Income from real estate partnerships	(41		)	(626		)
Gain on sale of real estate and change in control of interests, net							(19,174		)	(27,513		)
Loss (income) from real estate partnerships							114			(41		)
Other, net	278			1,825			(2,934		)	278
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
Decrease (increase) in accounts receivable	935			(7,765		)
(Increase) decrease in prepaid expenses and other assets	(1,075		)	3,724
Decrease in accounts payable and accrued expenses	(3,939		)	(12,620		)
(Decrease) increase in security deposits and other liabilities	(3,604		)	3,016
Decrease in accounts receivable							3,467			935
Decrease (increase) in prepaid expenses and other assets							13,767			(1,075		)
Increase in accounts payable and accrued expenses							1,568			432
Increase (decrease) in security deposits and other liabilities							4,773			(3,604		)
Net cash provided by operating activities	199,236			173,648			241,829			203,607
INVESTING ACTIVITIES
Acquisition of real estate	(129,770		)	(108,919		)	(168,345		)	(129,770		)
Capital expenditures - development and redevelopment	(142,091		)	(124,916		)	(229,198		)	(142,091		)
Capital expenditures - other	(23,594		)	(20,745		)	(33,622		)	(23,594		)
Proceeds from sale of real estate	—			45,821
Proceeds from sale of real estate and real estate partnership interests							46,731			—
Investment in real estate partnerships	(2,064		)	(149		)	(430		)	(2,064		)
Distribution from real estate partnership	3,800			—
Distribution from real estate partnership in excess of earnings							1,672			3,800
Leasing costs	(7,188		)	(8,045		)	(6,273		)	(7,188		)
Repayment of mortgage and other notes receivable, net	5			602
(Issuance) repayment of mortgage and other notes receivable, net							(514		)	5
Net cash used in investing activities	(300,902		)	(216,351		)	(389,979		)	(300,902		)
FINANCING ACTIVITIES
Net borrowings under revolving credit facility, net of costs	41,500			106,500
Net borrowings under revolving credit facility							—			41,500
Issuance of senior notes, net of costs	—			208,644			399,410			—
Redemption and retirement of senior notes	—			(219,228		)
Repayment of mortgages, capital leases and notes and other payables	(37,233		)	(13,337		)
Repayment of mortgages and capital leases							(53,924		)	(37,233		)
Issuance of common shares, net of costs	245,221			58,007			17,390			245,221
Dividends paid to common and preferred shareholders	(131,076		)	(118,721		)	(140,447		)	(131,076		)
Shares withheld for employee taxes							(4,077		)	(4,371		)
Contributions from noncontrolling interests							13,068			80
Distributions to and redemptions of noncontrolling interests	(6,147		)	(4,938		)	(10,312		)	(19,250		)
Redemption of redeemable noncontrolling interests	(13,023		)	—
Net cash provided by financing activities	99,242			16,927			221,108			94,871
Decrease in cash and cash equivalents	(2,424		)	(25,776		)
Increase (decrease) in cash and cash equivalents							72,958			(2,424		)
Cash and cash equivalents at beginning of year	21,046			47,951			23,368			21,046
Cash and cash equivalents at end of period	$	18,622		$	22,175		$	96,326		$	18,622

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

Federal Realty Investment Trust

Notes to Consolidated Financial Statements

June 30, ~~2016~~2017

(Unaudited)

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, California, and South Florida. As of June 30, ~~2016,~~2017, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 9699 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. 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.

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. Certain ~~2015~~2016 amounts have been reclassified to conform to current period presentation.

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

We are currently under construction on 221 condominium units at our Assembly Row and Pike & Rose properties. Gains or losses on the sale of these condominium units are recognized in accordance with the provisions of ASC Topic 360-20, “Property, Plant and Equipment – Real Estate Sales.” We account for contracted condominium sales under the percentage-of-completion method, based on an evaluation of the criteria specified in ASC Topic 360-20 including: the legal commitment of the purchaser in the real estate contract, whether the construction of the project is beyond a preliminary phase, whether sufficient units have been contracted to ensure the project will not revert to a rental project, the ability to reasonably estimate the aggregate project sale proceeds and aggregate project costs, and the determination that the buyer has made an adequate initial and continuing cash investment under the contract. When the percentage-of-completion criteria have not been met, no profit is recognized. The application of this criteria can be complex and requires us to make assumptions.

Recently Issued Accounting Pronouncements

In ~~February 2016,~~May 2014, the FASB issued ASU ~~2016-02, "Leases.~~2014-09, "Revenue from Contracts with Customers." ASU ~~2016-02 significantly changes~~2014-09 as amended and interpreted by ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12, and ASU 2016-20, 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. While we are still completing the assessment of the impact of these

standards to our consolidated financial statements, we believe the majority of our revenue falls outside of the scope of this

guidance. However, the new guidance will affect the accounting ~~for leases by requiring lessees~~method related to ~~recognize assets and liabilities for leases greater than 12 months~~our gains on ~~their balance sheet. The lessor model stays substantially~~condominium sales. Currently, gains on contracted sales are recognized using the ~~same; however, there were modifications to conform lessor accounting~~percentage-of-completion method, with the ~~lessee model, eliminate~~gain recognized once certain criteria have been met in advance of legal closing. Under the new guidance, condominium sale gains will be recognized as the

condominium units are legally sold, which will typically be upon closing. We intend to implement the new revenue recognition guidance retrospectively with the cumulative effect recognized in retained earnings at the date of initial application.

In February 2017, the FASB issued ASU 2017-05, "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets." ASU 2017-05 clarifies that ASC 610-20 applies to all nonfinancial assets (including real estate) for which the counterparty is not a customer and also clarifies that all businesses are derecognized using the deconsolidation guidance. Additionally, it defines an insubstance nonfinancial asset as a financial asset that is promised to a counterparty in a contract in which substantially all of the fair value of the assets promised in the contract is concentrated in nonfinancial assets, which excludes cash or cash equivalents and liabilities. The new guidance is expected to impact the gain recognized when a real estate ~~specific~~asset is sold to a non-customer and a noncontrolling interest is retained. Under the current guidance, ~~further define certain lease~~a partial sale is recognized and ~~non-lease components,~~carryover basis is used for the retained interest, however, the new guidance eliminates the use of carryover basis and ~~change the definition of initial direct costs of leases requiring significantly more leasing related costs~~generally requires a full gain to be ~~expensed upfront.~~recognized. ASU ~~2016-02~~2017-05 is effective for us in the first quarter of ~~2019,~~2018, and we are currently assessing the impact of this standard to our consolidated financial statements.

In ~~March 2016,~~May 2017, the FASB issued ASU ~~2016-08~~2017-09, "Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting." ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Under the new guidance, an ~~amendment to~~entity will not apply modification accounting if the awards' fair value, vesting conditions, and the classification of the award as equity or a liability are the same immediately before and after the change. ASU ~~2014-09, "Revenue from Contracts with Customers." The amendment clarifies how to identify the unit of accounting~~2017-09 is effective for ~~the principal versus agent evaluation, how to apply the control principle to certain types of arrangements, such as service transactions, and reframed the indicators~~us in the ~~guidance~~first quarter of 2018, is applied prospectively to ~~focus on evidence that an entity~~awards granted or modified after the adoption date, and is ~~acting as~~not expected to have a ~~principal rather than as an agent. We are currently assessing the~~significant impact ~~of this standard~~ to our consolidated financial statements.

Recently Adopted Accounting Pronouncements

In March 2016, the FASB issued ASU 2016-09, "Compensation - Stock Compensation." ASU 2016-09 simplifies the accounting for share-based payment transactions, including a policy election option with respect to accounting for forfeitures either as they occur or estimating forfeitures (as is currently required), as well as increasing the amount an employer can withhold to cover income taxes on equity awards. Additionally, ASU 2016-09 isrequires the cash paid to a taxing authority when shares are withheld to pay employee taxes to be classified as a "financing activity" rather than an "operating activity," as was done previously on the Statement of Cash Flows. We adopted this standard effective ~~for us in the first quarter of~~January 1, 2017, and as a result, we are ~~currently assessing~~now accounting for forfeitures as they occur, and have recorded the cumulative impact ~~of this standard~~on the adoption date as a $0.1 million adjustment to ~~our consolidated financial statements.~~additional paid in capital and retained earnings. The amount reclassified from "operating activities" to "financing activities" for shares withheld for employee taxes was $4.4 million.

In ~~April 2016 and May 2016,~~January 2017, the FASB issued ASU ~~2016-10 and ASU 2016-12, respectively, "Revenue from Contracts with Customers.~~2017-01, "Clarifying the Definition of a Business." ASU ~~2016-10 clarifies~~2017-01 changes the ~~existing guidance on identifying performance obligations and licensing implementation. ASU 2016-12 adds practical expedients related~~definition of a business to ~~the transition for contract modifications and further defines a completed~~

~~contract, clarifies the objective~~exclude acquisitions where substantially all of the ~~collectability assessment~~fair value of the assets acquired are concentrated in a single identifiable asset or a group of similar identifiable assets. Given this change in definition, we believe most of our shopping center acquisitions will no longer be considered business combinations but rather asset acquisitions. While there are various differences between the accounting for an asset acquisition and ~~how revenue is recognized if collectability is not probable, and~~a business combination, the largest impact will be that transaction costs are capitalized for asset acquisitions rather than expensed when ~~non-cash considerations should be measured. We are currently assessing the impact of these standards to our consolidated financial statements.~~

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses." ASU 2016-13 changes the impairment model for most financial assets and certain other instruments, requiring the use of an "expected credit loss" model and adding more disclosure requirements. ASU 2016-13 is effective for usthey were considered business combinations. Based on acquisitions in the ~~first quarter~~past several years, transaction costs for a single shopping center acquisition have typically ranged from $0.2 million to $2.4 million with significantly higher transaction costs expected for an acquisition of ~~2020, and we are currently assessing the impact of this standard to our consolidated financial statements.~~

~~Recently Adopted Accounting Pronouncements~~

In February 2015, the FASB issued ASU 2015-02, "Amendments to the Consolidation Analysis." ASU 2015-02 modifies the evaluation of whether limited partnerships and similar legal entities are variable or voting interest entities, eliminates the presumption that the general partner should consolidate a limited partnership, modifies the consolidation analysis for reporting entities that are involved in variable interest entities, particularly those that have fee arrangements and related party relationships, and provides a scope exception from consolidation guidance for reporting entities with interests in legal entities that operate as registered money market funds.larger portfolio. We adopted ~~the~~this standard effective January 1, ~~2016,~~2017, and ~~as a result, partnerships controlling ten properties (previously consolidated as voting interest entities)~~ are ~~now considered to be variable interest entities. As we have~~applying the obligation to absorb losses and the right to receive benefits and control the activities that most significantly impact the economic performance of these entities, we are the primary beneficiary and we will continue to consolidate each of these entities. Net real estate assets of $566.1 million and mortgage payables of $194.9 million are included in our consolidated balance sheet at January 1, 2016 for these newly classified variable interest entities. In addition, our equity method investmentnew guidance prospectively. Our acquisitions in the ~~Pike & Rose hotel joint venture is now considered a variable interest~~first six months of 2017 (further discussed in ~~a variable interest entity. As we do not control the activities that most significantly impact the economic performance of the joint venture, we are not the primary beneficiary~~Note 3 below) qualified as asset acquisitions and do not consolidate. Our investment in the joint venture was $6.6 million at January 1, 2016, and our maximum exposure to loss, which includes contributions to date and our remaining required contribution to complete construction of the hotel is approximately $13.5 million.

~~In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 requires debt issuance~~consequently, all transaction costs related to a debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, rather than classified as an asset. Recognition and measurement of debt issuance costs are not affected. Subsequently, in August 2015, the FASB issued ASU 2015-15, "Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements," which allows an entity to present the costs related to securing a line-of credit arrangement as an asset, regardless of whether there are any outstanding borrowings. We adopted the standards effective January 1, 2016 and have adjusted our balance sheet presentation in both periods to reflect the net debt issuance costs as a reduction of the respective liability. The adoption resulted in a $15.2 million decrease to total assets and liabilities at December 31, 2015, for this reclassification. Debt issuance costs related to our revolving credit facility continue to be classified as an asset and are included in "prepaids and other assets" in our consolidated balance sheet.were capitalized.

Consolidated Statements of Cash Flows—Supplemental Disclosures

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

Six Months Ended
June 30,
2016 2015
(In thousands)
SUPPLEMENTAL DISCLOSURES:
Total interest costs incurred $ 54,803
$ 57,156
Interest capitalized (7,973 ) (9,543 )
Interest expense $ 46,830
$ 47,613
Cash paid for interest, net of amounts capitalized (1) $ 45,577
$ 71,832
Cash paid for income taxes $ 250
$ 222
NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Mortgage loans assumed with acquisition $ 34,385
$ 18,666
DownREIT operating partnership units redeemed for common shares $ 18,164
$ 4,115
DownREIT operating partnership units issued with acquisition $ —
$ 7,742
Shares issued under dividend reinvestment plan $ 1,047
$ 983

~~(1) 2015 includes $19.2 million related to early extinguishment of debt.~~



	Six Months Ended
	June 30,
	2017			2016
	(In thousands)
SUPPLEMENTAL DISCLOSURES:
Total interest costs incurred	$	59,304		$	54,803
Interest capitalized	(11,639		)	(7,973		)
Interest expense	$	47,665		$	46,830
Cash paid for interest, net of amounts capitalized	$	47,995		$	45,577
Cash paid for income taxes	$	341		$	250
NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Mortgage loans refinanced	$	125,000		$	—
Mortgage loans assumed with acquisition	$	—		$	34,385
DownREIT operating partnership units issued with acquisition of noncontrolling interest	$	5,918		$	—
DownREIT operating partnership units redeemed for common shares	$	2,569		$	18,164
Shares issued under dividend reinvestment plan	$	1,036		$	1,047

NOTE 3—REAL ESTATE

AsOn February 1, 2017, we acquired a leasehold interest in Hastings Ranch Plaza, a 274,000 square foot shopping center in Pasadena, California for $29.5 million. The land is subject to a long-term ground lease that expires on April 30, 2054. Approximately $21.5 million of ~~December~~assets acquired were allocated to lease intangibles and included within other assets. Approximately $15.2 million of net assets acquired were allocated to lease liabilities and included in other liabilities.

On March 31, ~~2015,~~2017, we ~~had~~acquired the fee interest in Riverpoint Center, a ~~joint venture arrangement (the “Partnership”) with affiliates of a discretionary fund created and advised by Clarion Partners (“Clarion”). We owned 30% of the equity~~211,000 square foot shopping center in the ~~Partnership and Clarion owned 70%. The Partnership owned~~ ~~six~~ ~~retail real estate properties and we accounted~~Lincoln Park neighborhood of Chicago, Illinois for ~~our interest in the Partnership using the equity method.~~ ~~On January 13, 2016, we acquired Clarion's 70% interest in the Partnership for $153.7 million, which included the payment of $130 million of cash and the assumption of mortgage loans totaling $34.4~~$107.0 million. ~~As a result of the transaction, we gained control of thesix~~ underlying properties and, effective January 13, 2016, have consolidated the properties. We also recognized a gain on acquisition of the controlling interest of $25.7 million related to the difference between the carrying value and fair value of the previously held equity interest. Approximately ~~$7.3~~$1.0 million and ~~$4.9~~$12.3 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~~leased three parcels of land at our Assembly Row property to two ground lessees. During 2016, both lessees exercised purchase options under the related ground leases. The sale transaction related to the purchase option on one of our ground leases was completed on April 4, 2017 for a sales price of $36.0 million. On June 28, 2017, the sale transactions related to the purchase options on our other two ground lease parcels were completed for a total sales price of $17.3 million. The net gain recognized in connection with these transactions was approximately $15.4 million.

On May 19, 2017, we acquired the fee interest in a 71,000 square foot, mixed-use property located in Berkeley, California based on a gross value of $23.9 million. The acquisition was completed through a newly formed entity for which we own a 90% controlling interest. Approximately $0.8 million and $0.3 million of ~~acquisition costs, of which $0.1~~net assets acquired were allocated to other assets for "above market leases," and other liabilities for "below market leases," respectively. Additionally, approximately $2.4 million ~~were incurred in 2016~~was allocated to noncontrolling interests.

For the three and ~~included in "general and administrative expense" for the~~ six months ended June 30, ~~2016.~~

~~On May 12, 2016, an unconsolidated joint venture that~~2017 we ~~hold an interest in sold~~recognized a ~~building in Coconut Grove, Florida. Our share of the~~$3.3 million gain, net of ~~noncontrolling interests, was $0.7~~$1.7 million of income taxes, related to the sale of condominiums at our Assembly Row property based on the percentage-of-completion method. In connection with recording the gain, we recognized a receivable of $43.3 million. The closing of the Assembly Row condominium sales is expected to commence in 2018.As of June 30, 2017, no gain has been recognized for contracted condominium sales at Pike & Rose, as not all of the criteria necessary for profit recognition have been met.

NOTE 4—DEBT

On ~~January 13, 2016, in connection with~~June 5, 2017 we refinanced the ~~acquisition of our partner's 70% interest in our unconsolidated real estate partnership, we assumed interest only~~$175.0 million mortgage ~~loans with~~loan on Plaza El Segundo at a face amount of ~~$34.4~~$125.0 million and repaid the remaining $50.0 million at par. The new mortgage loan bears interest at 3.83% and matures on June 5, 2027.

On June 23, 2017, we issued $400.0 million aggregate principal amount of fixed rate senior unsecured notes in two separate series. We issued $300.0 million of 3.25% notes that mature on July 15, 2027, were offered at 99.083% of the principal amount, with a ~~fair value~~yield to maturity of ~~$34.7~~3.358%. Additionally, we issued $100.0 million of 4.50% notes due December 1, 2044. The 4.50%

notes were offered at 105.760% of the principal amount, with a yield to maturity of 4.143%, and have the same terms and are of the same series as the senior notes first issued on November 14, 2014. Our net proceeds from the June note offering after net issuance premium, underwriting fees and other costs was approximately $399.4 million. ~~These mortgage loans had a weighted average interest rate of 5.95% and were repaid at par on April 1, 2016.~~

On April 20, 2016, we upsized our $600.0 million revolving credit facility to $800.0 million and extended the maturity date to April 20, 2020, subject to two six-month extensions at our option. Under the amended credit facility, the spread over LIBOR is 82.5 basis points based on our credit rating as of April 20, 2016. In addition, we have an option (subject to bank approval) to increase the credit facility through an accordion feature to $1.5 billion.

During the three and six months ended June 30, ~~2016,~~2017, the maximum amount of borrowings outstanding under our $800.0 million revolving credit facility was ~~$171.0~~$344.0 million, ~~and $251.5 million, respectively,~~ and the weighted average interest rate, before amortization of debt fees, was ~~1.3%~~1.8%, for both periods. During the three and six months ended June 30, ~~2016,~~2017, the weighted average borrowings outstanding were ~~$137.3~~$252.1 million and ~~$150.3~~$173.2 million, respectively. At June 30, ~~2016, the~~2017, there was no outstanding ~~balance was $95.0 million.~~balance. Our revolving credit facility, term loan 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 June 30, ~~2016,~~2017, we were in compliance with all default related debt covenants.

NOTE 5—FAIR VALUE OF FINANCIAL INSTRUMENTS

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 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:


	June 30, 2016				December 31, 2015				June 30, 2017				December 31, 2016
	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
	(In thousands)
Mortgages and notes payable	$	859,737	$	875,724	$	823,045	$	833,931	$	694,207	$	702,636	$	750,268	$	760,260
Senior notes and debentures	$	1,733,611	$	1,860,202	$	1,732,551	$	1,786,758	$	2,377,208	$	2,438,952	$	1,976,594	$	2,015,973

As of June 30, ~~2016,~~2017, 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% through November 1, 2018. 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 12 months, we expect to reclassify an estimated ~~$3.4~~$1.0 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 has not impacted earnings as of June 30, ~~2016,~~2017, and we do not anticipate it will have a significant effect in the future.

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 June 30, ~~2016~~2017 was a liability of ~~$7.3~~$1.1 million and is included in "accounts payable and accrued expenses" on our consolidated balance sheet. For the three and six months ended June 30, ~~2016,~~2017, the change in valuation on our interest rate swaps resulted in a $0.4 million and ~~a $3.2~~$1.5 million ~~increase~~decrease in our derivative liability, respectively, (including ~~$0.9~~$0.5 million and ~~$1.8~~$1.1 million, respectively, reclassified from other comprehensive loss to interest expense). The change in valuation on our interest rate swaps is 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:

June 30, 2016 December 31, 2015
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
(In thousands)
Interest rate swaps $ —
$ 7,293
$ —
$ 7,293
$ —
$ 4,110
$ —
$ 4,110



	June 30, 2017								December 31, 2016
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(In thousands)
Interest rate swaps	$	—	$	1,100	$	—	$	1,100	$	—	$	2,577	$	—	$	2,577

NOTE 6—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. WeOther 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.

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 ~~768,765~~787,962 downREIT operating partnership units are outstanding which have a total fair value of ~~$127.3~~$99.6 million, based on our closing stock price on June 30, ~~2016.~~2017.

On ~~February~~January 12, ~~2016,~~2017, we ~~acquired the 10% noncontrolling interest~~exercised our purchase option on non-controlling interests in San Antonio Center for $2.6 million of acash and 44,195 of downREIT operating partnership ~~which owns a project in southern California for $13.0 million, bringing our ownership interest to 100%.~~

units.

NOTE 7—SHAREHOLDERS’ EQUITY

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


	Six Months Ended June 30,								Six Months Ended June 30,
	2016				2015				2017				2016
	Declared		Paid		Declared		Paid		Declared		Paid		Declared		Paid
Common shares	$	1.880	$	1.880	$	1.740	$	1.740	$	1.960	$	1.960	$	1.880	$	1.880
5.417% Series 1 Cumulative Convertible Preferred shares	$	0.677	$	0.677	$	0.677	$	0.677	$	0.677	$	0.677	$	0.677	$	0.677

We have an at the market (“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~~$400.0 million. We intend to use the net proceeds to fund potential acquisition opportunities, fund our development and redevelopment pipeline, repay amounts outstanding under our revolving credit facility and/or for general corporate purposes. For the ~~three~~six months ended June 30, ~~2016,~~2017, we issued ~~383,053~~98,658 common shares at a weighted average price per share of ~~$156.24~~$137.90 for net cash proceeds of ~~$59.2~~$13.4 million and paid ~~$0.6 million in commissions and less than~~ $0.1 million in additional offering expenses related to the sales of these common shares. For the six months ended June 30, 2016, we issued 603,616 common shares at a weighted average price per share of $153.24 for net cash proceeds of $91.5 million and paid $0.9 million in commissions and $0.1 million in additional offering expenses related to the sales of these common shares. As of June 30, ~~2016,~~2017, we had the capacity to issue up to ~~$97.7~~$357.3 million in common shares under our ATM equity program.

~~On March 7, 2016, we issued 1.0 million common shares at $149.43 per share, in an underwritten public offering, for cash proceeds of $149.3 million, net of expenses.~~

NOTE 8—COMPONENTS OF RENTAL INCOME

The principal components of rental income are as follows:


	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	June 30, 2016				June 30, 2016				June 30,				June 30,
	2016		2015		2016		2015		2017		2016		2017		2016
	(In thousands)				(In thousands)				(In thousands)
Minimum rents
Retail and commercial	$	137,432	$	125,688	$	272,018	$	250,001	$	144,276	$	137,432	$	286,419	$	272,018
Residential	12,141		10,554		23,590		20,941		13,441		12,141		26,944		23,590
Cost reimbursement	36,637		33,535		78,439		74,422		39,877		36,637		81,395		78,439
Percentage rent	2,482		2,503		5,551		5,267
Percentage rents									2,397		2,482		5,220		5,551
Other	4,243		3,604		8,645		6,419		4,255		4,243		8,715		8,645
Total rental income	$	192,935	$	175,884	$	388,243	$	357,050	$	204,246	$	192,935	$	408,693	$	388,243

Minimum rents include the following:


	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	June 30, 2016						June 30, 2016						June 30,						June 30,
	2016			2015			2016			2015			2017			2016			2017			2016
	(In millions)						(In millions)						(In millions)
Straight-line rents	$	2.7		$	1.8		$	4.7		$	3.1		$	3.8		$	2.7		$	7.4		$	4.7
Amortization of above market leases	$	(1.7	)	$	(1.0	)	$	(3.6	)	$	(1.9	)	$	(1.4	)	$	(1.7	)	$	(2.8	)	$	(3.6	)
Amortization of below market leases	$	2.1		$	1.6		$	4.3		$	3.2		$	2.7		$	2.1		$	5.2		$	4.3

NOTE 9—SHARE-BASED COMPENSATION PLANS

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


	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						June 30,						June 30,
	2016			2015			2016			2015			2017			2016			2017			2016
	(In thousands)												(In thousands)
Grants of shares and options	$	2,523		$	2,827		$	6,052		$	6,581
Grants of common shares and options													$	2,908		$	2,523		$	6,457		$	6,052
Capitalized share-based compensation	(325		)	(231		)	(627		)	(448		)	(381		)	(325		)	(698		)	(627		)
Share-based compensation expense	$	2,198		$	2,596		$	5,425		$	6,133		$	2,527		$	2,198		$	5,759		$	5,425

NOTE 10—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 the three and six months ended June 30, ~~2016~~2017 and ~~2015~~2016, we had 0.2 million weighted average unvested shares outstanding, ~~which are considered participating securities. For the six months ended June 30, 2016 and 2015, we had 0.2 million and 0.3 million weighted average unvested shares outstanding, respectively,~~ 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 for the three and six months ended June 30, ~~2016~~2017 and ~~2015~~2016. 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.

Three Months Ended Six Months Ended
June 30, 2016 June 30, 2016
2016 2015 2016 2015
(In thousands, except per share data)
NUMERATOR
Income from continuing operations $ 57,111
$ 34,164
$ 110,448
$ 82,367
Less: Preferred share dividends (135 ) (135 ) (271 ) (271 )
Less: Net income attributable to noncontrolling interests (1,871 ) (2,041 ) (3,979 ) (4,058 )
Less: Earnings allocated to unvested shares (156 ) (207 ) (364 ) (417 )
Income from continuing operations available for common shareholders 54,949
31,781
105,834
77,621
Gain on change in control of interests and sale of real estate, net 701
11,509
26,427
11,509
Net income available for common shareholders, basic and diluted $ 55,650
$ 43,290
$ 132,261
$ 89,130
DENOMINATOR
Weighted average common shares outstanding—basic 70,797
68,531
70,270
68,449
Stock options 177
182
181
189
Weighted average common shares outstanding—diluted 70,974
68,713
70,451
68,638

EARNINGS PER COMMON SHARE, BASIC
Continuing operations $ 0.78
$ 0.46
$ 1.50
$ 1.13
Gain on change in control of interests and sale of real estate, net 0.01
0.17
0.38
0.17
$ 0.79
$ 0.63
$ 1.88
$ 1.30
EARNINGS PER COMMON SHARE, DILUTED
Continuing operations $ 0.77
$ 0.46
$ 1.50
$ 1.13
Gain on change in control of interests and sale of real estate, net 0.01
0.17
0.38
0.17
$ 0.78
$ 0.63
$ 1.88
$ 1.30
Income from continuing operations attributable to the Trust $ 55,240
$ 32,123
$ 106,469
$ 78,309



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
	(In thousands, except per share data)
NUMERATOR
Income from continuing operations	$	59,137		$	57,111		$	117,029		$	110,448
Less: Preferred share dividends	(135		)	(135		)	(271		)	(271		)
Less: Income from continuing operations attributable to noncontrolling interests	(1,660		)	(1,871		)	(3,432		)	(3,979		)
Less: Earnings allocated to unvested shares	(251		)	(156		)	(468		)	(364		)
Income from continuing operations available for common shareholders	57,091			54,949			112,858			105,834
Gain on sale of real estate and change in control of interests, net	18,814			701			18,884			26,427
Net income available for common shareholders, basic and diluted	$	75,905		$	55,650		$	131,742		$	132,261
DENOMINATOR
Weighted average common shares outstanding—basic	72,001			70,797			71,928			70,270
Stock options	123			177			133			181
Weighted average common shares outstanding—diluted	72,124			70,974			72,061			70,451

EARNINGS PER COMMON SHARE, BASIC
Continuing operations	$	0.79		$	0.78		$	1.57		$	1.50
Gain on sale of real estate and change in control of interests, net	0.26			0.01			0.26			0.38
	$	1.05		$	0.79		$	1.83		$	1.88
EARNINGS PER COMMON SHARE, DILUTED
Continuing operations	$	0.79		$	0.77		$	1.57		$	1.50
Gain on sale of real estate and change in control of interests, net	0.26			0.01			0.26			0.38
	$	1.05		$	0.78		$	1.83		$	1.88
Income from continuing operations attributable to the Trust	$	57,477		$	55,240		$	113,597		$	106,469

~~NOTE 11—SUBSEQUENT EVENTS~~

~~On July 12, 2016, we issued $250.0 million of fixed rate senior unsecured notes that mature on August 1, 2046 and bear interest at 3.625%. The notes were offered at 97.756%~~ ~~of the principal amount with a yield to maturity of3.75%. The net proceeds from this note offering after issuance discounts, underwriting fees, and other costs were approximately $241.8 million.~~

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The following discussion should be read in conjunction with the consolidated interim financial statements and notes thereto appearing in Item 1 of this report and the more detailed information contained in our Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016 filed with the Securities and Exchange Commission (the “SEC”) on February ~~9, 2016~~13, 2017.

This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. When we refer to forward-looking statements or information, sometimes we use words such as “may,” “will,” “could,” “should,” “plans,” “intends,” “expects,” “believes,” “estimates,” “anticipates” and “continues.” Forward-looking statements are not historical facts or guarantees of future performance and involve certain known and unknown risks, uncertainties, and other factors, many of which are outside our control, that could cause actual results to differ materially from those we describe.

Given these uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements that we make, including those in this Quarterly Report on Form 10-Q. 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 the risk factors included in our Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016 and under Part II, Item 1A in this Quarterly Report on Form 10-Q, before making any investments in us.

Overview

We are an equity real estate investment trust (“REIT”) specializing in the ownership, management, and redevelopment of high quality retail and mixed-use properties located primarily in densely populated and affluent communities in strategically selected metropolitan markets in the Northeast and Mid-Atlantic regions of the United States, California, and South Florida. As of June 30, ~~2016,~~2017, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 9699 predominantly retail real estate projects comprising approximately ~~22.3~~23.2 million square feet. In total, the real estate projects were 94.5% leased and ~~92.9%~~93.0% occupied at June 30, ~~2016.~~2017.

~~2016~~2017 Significant Property Acquisitions ~~and Disposition~~& Dispositions

On ~~January 13, 2016,~~February 1, 2017, we acquired ~~our partner's 70%~~a leasehold interest in ~~our joint venture arrangement (the "Partnership") with affiliates of~~Hastings Ranch Plaza, a ~~discretionary fund created and advised by Clarion Partners ("Clarion")~~274,000 square foot shopping center in Pasadena, California for ~~$153.7 million, which included the payment of $130~~$29.5 million. The land is subject to a long-term ground lease that expires on April 30, 2054. Approximately $21.5 million of ~~cash~~assets acquired were allocated to lease intangibles and included within other assets. Approximately $15.2 million of net assets acquired were allocated to lease liabilities and included in other liabilities.

On March 31, 2017, we acquired the ~~assumption~~fee interest in Riverpoint Center, a 211,000 square foot shopping center in the Lincoln Park neighborhood of ~~mortgage loans totaling $34.4~~Chicago, Illinois for $107.0 million. ~~As a result of the transaction, we gained control of thesix~~ underlying properties, and effective January 13, 2016, have consolidated the properties. We also recognized a gain on acquisition of the controlling interest of $25.7 million related to the difference between the carrying value and fair value of the previously held equity interest. Approximately ~~$7.3~~$1.0 million and ~~$4.9~~$12.3 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~~

On April 4, 2017 and June 28, 2017, the sale transactions at our Assembly Row property in Somerville, Massachusetts related to the purchase options on our Partners HealthCare and AvalonBay ground lease parcels, respectively, closed. The total sales price was $53.3 million, which resulted in a gain of ~~acquisition costs, of which $0.1 million were incurred in 2016 and included in "general and administrative expense" for the six months ended June 30, 2016.~~$15.4 million.

On May ~~12, 2016, an unconsolidated joint venture that~~19, 2017, we ~~hold an~~acquired the fee interest in ~~sold~~ a ~~building~~71,000 square foot, mixed-use property located in ~~Coconut Grove, Florida. Our share~~Berkeley, California based on a gross value of ~~the gain,~~$23.9 million. The acquisition was completed through a newly formed entity for which we own a 90% controlling interest. Approximately $0.8 million and $0.3 million of net ofassets acquired were allocated to other assets for "above market leases," and other liabilities for "below market leases," respectively. Additionally, approximately $2.4 million was allocated to noncontrolling ~~interests, was $0.7 million.~~interests.

~~2016~~2017 Significant Debt and Equity Transactions

On ~~January 13, 2016, in connection with~~June 5, 2017 we refinanced the ~~acquisition of our partner's 70% interest in our unconsolidated real estate partnership, we assumed three interest only~~$175.0 million mortgage ~~loans with~~loan on Plaza El Segundo at a face amount of ~~$34.4~~$125.0 million and ~~a fair value of $34.7 million. These~~repaid the remaining $50.0 million at par. The new mortgage ~~loans have a weighted average~~loan bears interest ~~rate of 5.95%~~at 3.83% and ~~were repaid at par~~matures on ~~April 1, 2016.~~June 5, 2027.

~~On July 12, 2016,~~June 23, 2017, we issued ~~$250.0~~$400.0 million aggregate principal amount of fixed rate senior unsecured notes in two separate series. We issued $300.0 million of 3.25% notes that mature on ~~August 1, 2046 and bear interest at 3.625%. The notes~~July 15, 2027, were offered at ~~97.756%~~ 99.083% of the principal amount, with a yield to maturity of~~3.75%~~ 3.358%. Additionally, we issued $100.0 million of 4.50% notes due December 1, 2044. The 4.50% notes were offered at 105.760% of the principal amount, with a yield to maturity of 4.143%, and have the same terms and are of the same series as our senior notes first issued on November 14, 2014. Our net proceeds from ~~this~~the June note offering after net issuance ~~discounts,~~premium, underwriting fees and other costs ~~were~~was approximately ~~$241.8~~$399.4 million.

fund our development and redevelopment pipeline, repay amounts outstanding under our revolving credit facility and/or for general corporate purposes. For the ~~three~~six months ended June 30, ~~2016,~~2017, we issued ~~383,053~~98,658 common shares at a weighted average price per share of ~~$156.24~~$137.90 for net cash proceeds of ~~$59.2~~$13.4 million and paid ~~$0.6 million in commissions and less than~~ $0.1 million in additional offering expenses related to the sales of these common shares. For the six months ended June 30, 2016, we issued 603,616 common shares at a weighted average price per share of $153.24 for net cash proceeds of $91.5 million and paid $0.9 million in commissions and $0.1 million in additional offering expenses related to the sales of these common shares. As of June 30, ~~2016,~~2017, we had the capacity to issue up to ~~$97.7~~$357.3 million in common shares under our ATM equity program.

~~On March 7, 2016, we issued 1.0 million common shares at $149.43 per share, in an underwritten public offering, for cash proceeds of $149.3 million, net of expenses.~~

Capitalized Costs

Certain external and internal costs directly related to the development, redevelopment and leasing of real estate, including pre-construction costs, real estate taxes, insurance, construction costs and salaries and related costs of personnel directly involved, are capitalized. We capitalized certain external and internal costs related to both development and redevelopment activities of ~~$160~~$212 million and $4 million, respectively, for the six months ended June 30, ~~2016,~~2017, and ~~$125~~$161 million and $4 million, respectively, for the six months ended June 30, 2016. We capitalized external and internal costs related to other property improvements of $30 million and $1 million, respectively, for the six months ended June 30, 2017, and $21 million and $1 million for the six months ended June 30, 2016. We capitalized external and internal costs related to leasing activities of $3 million and $3 million, respectively, for the six months ended June 30, ~~2015. We capitalized external~~2017, and internal costs related to other property improvements of $21 million and $1 million, respectively, for the six months ended June 30, 2016, and $15 million and $1 million for the six months ended June 30, 2015. We capitalized external and internal costs related to leasing activities of $4 million and $3 million, respectively, for the six months ended June 30, ~~2016, and $5 million and $2 million, respectively, for the six months ended June 30, 2015.~~2016. The amount of capitalized internal costs for salaries and related benefits for development and redevelopment activities, other property improvements, and leasing activities were $4 million, $1 million, and $3 million, ~~respectively,~~ for both the six months ended June 30, ~~2016,~~2017 and ~~$3 million, $1 million, and $2 million, respectively, for the six months ended June 30, 2015.~~2016. Total capitalized costs were ~~$194~~$254 million and ~~$152~~$195 million for the six months ended June 30, ~~2016~~2017 and ~~2015,~~2016, respectively.

Recently Issued and Recently Adopted Accounting Pronouncements

See Note 2 to the consolidated financial statements.

Outlook

We seek growth in earnings, funds from operations, and cash flows primarily through a combination of the following:

growth in our same-center portfolio,

growth in our portfolio from property development and redevelopments, and

expansion of our portfolio through property acquisitions.

Our same-center growth is primarily driven by increases in rental rates on new leases and lease renewals, ~~and~~ changes in portfolio ~~occupancy.~~occupancy, and the redevelopment of those assets. Over the long-term, the infill nature and strong demographics of our properties provide a strategic advantage allowing us to maintain relatively high occupancy and increase rental rates. We continue to see strong levels of interest from prospective tenants for our retail spaces; however, the time it takes to complete new lease deals is longer, as tenants have become more selective and more deliberate in their decision-making process.We have also experienced extended periods of time for some government agencies to process permits and inspections further delaying rent commencement on newly leased spaces. Additionally, we have seen an overall decrease in the number of tenants available to fill anchor ~~spaces.~~spaces, and have seen a recent uptick in the number of retail tenants closing early and/or filing for bankruptcy. We believe the locations of our centers and diverse tenant base partially mitigates any potential negative changes in the economic environment. However, any significant reduction in our tenants' abilities to pay base rent, percentage rent or other charges will adversely affect our financial condition and results of operations. We seek to maintain a mix of strong national, regional, and local retailers. At June 30, ~~2016,~~2017, no single tenant accounted for more than ~~3.2%~~3.0% of annualized base rent.

Our properties are located primarily in densely populated and/or affluent areas with high barriers to entry which allow us to take advantage of redevelopment opportunities that enhance our operating performance through renovation, expansion, reconfiguration, and/or retenanting. We evaluate our properties on an ongoing basis to identify these types of opportunities. We currently have redevelopment projects underway with a projected total cost of approximately ~~$215~~$238 million that we expect to stabilize ~~between 2016 and 2018.~~in the next several years.

We continue our ongoing redevelopment efforts at Santana Row and are ~~currently~~ proceeding with ~~our next phase of redevelopment which is a six~~an eight story ~~234,500~~284,000 square foot office building ~~with 670~~which will include 29,000 square feet of retail space and 1,300 parking spaces. ~~During the third quarter 2015, we executed a lease with Splunk Inc. for the entire building.~~ The building is expected to cost between ~~$110~~$205 million and ~~$115~~$215 million

and ~~stabilize~~to deliver in ~~2017.~~2019. After current phases, we have approximately 94 acres remaining for further redevelopment and entitlements in place for an additional 395 residential units and ~~634,000~~321,000 square feet of commercial space. Additionally, we control 12 acres of land adjacent to Santana Row.

We continue to invest in ~~the development at Assembly Row which is a~~our long-term multi-phased mixed-use development ~~project~~projects at Assembly Row in Somerville, Massachusetts and Pike & Rose in North Bethesda, Maryland which we expect to be involved in over the coming years. The carrying value of this project at June 30, 2016 is approximately $444 million. The project currently has zoning entitlements to build 3.4 million square feet of commercial-use buildings, 1,843 residential units, and a 170 room hotel. The first phase consists of approximately 331,000 square feet of retail space and 98,000 square feet of office space (both owned by the Trust) and 445 residential units owned by AvalonBay Communities. The Massachusetts Bay Transit Authority (MBTA) constructed the new orange line T-Stop at the property, which opened in September 2014. The retail and office space in Phase I are fully delivered and are 100% leased. Total costs for Phase I of Assembly Row are $196 million.

~~We are also proceeding with development~~Construction of Phase II of Assembly Row which will include ~~167,000~~161,000 square feet of retail space, a ~~160~~159 room boutique hotel and 447 residential ~~units.~~units is underway. The hotel will be owned and operated by a joint venture in which we are a partner. Total expected costs range from ~~$270~~$280 million to ~~$285~~$295 million and ~~stabilization~~delivery is expected in ~~2018/2019. Construction commenced on~~2017/2018. Phase II ~~in July 2015. Phase II is~~will also ~~expected to~~ include ~~134~~122 for-sale condominium units with an expected total cost of ~~$70~~$74 million to ~~$75~~$79 million. Additionally, as part of the second phase, we entered into a ground lease agreement with Partners HealthCare to bring ~~more than 700,000~~741,500 square feet of office space to Assembly Row. The ground lease agreement ~~includes~~included a purchase option, which was exercised and ~~is expected to close in~~the related sale closed on April 4, 2017. ~~Partners HealthCare commenced construction on this new building in September 2014 and during the second quarter of 2016, started relocating its employees to Assembly Row.~~

~~Including costs incurred in the first three months of 2016, we expect to invest between $130 million and $150 million in Assembly Row in 2016.~~

Our Pike & Rose project in North Bethesda, MD, a long-term multi-phased mixed-use development project, currently has zoning entitlements to build 1.6 million square feet of commercial-use buildings and 1,605 residential units. Phase I of Pike & Rose includes 493 residential units, 159,000 square feet of retail space and 80,000 square feet of office space. In late June 2014, our 174 unit residential building opened and achieved stabilized occupancy in the 1st quarter 2015. As of June 30, 2016, the retail space, office space, and the units in the second residential building in Phase I have been delivered. We expect Phase I to reach stabilized occupancy in 2016. Total expected costs for Phase I of Pike & Rose range from $265 million to $270 million of which $260 million has been incurred to date.

~~Additionally, we are proceeding with development~~Construction of Phase II of Pike & Rose ~~for which building construction has commenced.~~is also underway. Phase II will include approximately ~~190,000~~216,000 square feet of retail space, a 177 room select-service hotel and 272 residential ~~units, as well as a pre-leased auto dealership building.~~units. Total expected costs range from $200 million to $207 million and ~~stabilization~~delivery is expected in ~~2018/2019.~~2017/2018. The hotel will be owned and operated by a joint venture in which we are a partner. Phase II iswill also ~~expected to~~ include ~~104~~99 for-sale condominium units with an expected cost of $53 million to $58 million.

Including costs incurred in the first ~~three~~six months of ~~2016,~~2017, we expect to invest between ~~$105~~$270 million and ~~$130~~$300 million inat Assembly Row and Pike & Rose in ~~2016.~~2017, net of public funding.

The development of future phases of Assembly Row, Pike & Rose and Santana Row will be pursued opportunistically based on, among other things, market conditions, tenant demand, and our evaluation of whether those phases will generate an appropriate financial return.

We continue to review acquisition opportunities in our primary markets that complement our portfolio and provide long-term growth opportunities. Initially, some of our acquisitions do not contribute significantly to earnings growth; however, we believe they provide long-term re-leasing growth, redevelopment opportunities, and other strategic opportunities. Any growth from acquisitions is contingent on our ability to find properties that meet our qualitative standards at prices that meet our financial hurdles. Changes in interest rates may affect our success in achieving earnings growth through acquisitions by affecting both the price that must be paid to acquire a property, as well as our ability to economically finance the property acquisition. Generally, our acquisitions are initially financed by available cash and/or borrowings under our revolving credit facility which may be repaid later with funds raised through the issuance of new equity or new long-term debt. We may also finance our acquisitions through the issuance of common shares, preferred shares, or downREIT units as well as through new or assumed ~~mortgages.~~mortgages and property sales.

At June 30, ~~2016,~~2017, the leasable square feet in our properties was ~~92.9% occupied~~94.5% leased and ~~94.5% leased.~~93.0% occupied. The leased rate is higher than the occupied rate due to leased spaces that are being redeveloped or improved or that are awaiting permits and, therefore,

are not yet ready to be occupied. Our occupancy and leased rates are subject to variability over time due to factors including acquisitions, the timing of the start and stabilization of our redevelopment projects, lease expirations and tenant closings and bankruptcies.

Lease Rollovers

For the second quarter of ~~2016,~~2017, we signed leases for a total of ~~467,000~~432,000 square feet of retail space including ~~373,000~~398,000 square feet of comparable space leases (leases for which there was a prior tenant) at an average rental increase of 13% on a cash basis and 27% on a straight-line basis. New leases for comparable spaces were signed for 162,000 square feet at an average rental increase of 18% on a cash basis and 31% on a straight-line basis. Renewals for comparable spaces were signed for 236,000 square feet at an average rental increase of 12% on a cash basis and 25% on a straight-line basis. Tenant improvements and incentives for comparable spaces were $66.26 per square foot for new leases and $33.13 per square foot for renewals for the three months ended June 30, 2017.

For the six months ended June 30, 2017, we signed leases for a total of 1,024,000 square feet of retail space including 921,000 square feet of comparable space leases (leases for which there was a prior tenant) at an average rental increase of 12% on a cash basis and 25% on a straight-line basis. New leases for comparable spaces were signed for ~~105,000~~450,000 square feet at an average rental increase of ~~23%~~18% on a cash basis and ~~40%~~31% on a straight-line basis. Renewals for comparable spaces were signed for ~~267,000~~471,000 square feet at an average rental increase of 7%9% on a cash basis and ~~19%~~21% on a straight-line basis. Tenant improvements and incentives for comparable spaces were ~~$68.71~~$66.52 per square foot for new leases and ~~$3.23 per square foot for renewals for the three months ended June 30, 2016.~~

For the six months ended June 30, 2016, we signed leases for a total of 887,000 square feet of retail space including 772,000 square feet of comparable space leases (leases for which there was a prior tenant) at an average rental increase of 12% on a cash basis and 25% on a straight-line basis. New leases for comparable spaces were signed for 259,000 square feet at an average rental increase of 22% on a cash basis and 37% on a straight-line basis. Renewals for comparable spaces were signed for 512,000 square feet at an average rental increase of 8% on a cash basis and 19% on a straight-line basis. Tenant improvements and incentives for comparable spaces were $61.01 per square foot for new leases and $9.14$17.53 per square foot for renewals for the six months ended June 30, ~~2016.~~2017.

The rental increases associated with comparable spaces generally include all leases signed in arms-length transactions reflecting market leverage between landlords and tenants during the period. The comparison between average rent for expiring leases and new leases is determined by including minimum rent and percentage rent paid on the expiring lease and minimum rent and in some instances, projections of first lease year percentage rent, to be paid on the new lease. In atypical

circumstances, management may exercise judgment as to how to most effectively reflect the comparability of spaces reported in this calculation. The change in rental income on comparable space leases is impacted by numerous factors including current market rates, location, individual tenant creditworthiness, use of space, market conditions when the expiring lease was signed, capital investment made in the space and the specific lease structure. Tenant improvements and incentives include the total dollars committed for the improvement (fit out) of a space as it relates to a specific lease and, except for redevelopments, 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 inducement to sign a lease that do not represent building improvements.

The leases signed in ~~2016~~2017 generally become effective over the following two years though some may not become effective until ~~2019~~2020 and beyond. Further, there is risk that some new tenants will not ultimately take possession of their space and that tenants for both new and renewal leases may not pay all of their contractual rent due to operating, financing or other matters. However, these increases do provide information about the tenant/landlord relationship and the potential increase we may achieve in rental income over time.

Historically, we have executed comparable space leases for 1.2 to 1.5 million square feet of retail space each year, and expect that volume for ~~2016~~2017 will be in line with, or slightly above, our historical averages with overall positive increases in rental income. However, changes in rental income associated with individual signed leases on comparable spaces may be positive or negative, and we can provide no assurance that the rents on new leases will continue to increase at the above disclosed levels, if at all.

Same-Center

Throughout this section, we have provided certain information on a “same-center” basis. Information provided on a same-center basis includes the results of properties that we owned and operated for the entirety of both periods being compared except for properties for which significant redevelopment or expansion occurred during either of the periods being ~~compared and properties classified as discontinued operations.~~compared. For the three and six months ended June 30, ~~2016,~~2017, all or a portion of 77 and 7672 properties, respectively, were considered same-center and ~~sixteen~~16 and 15 properties, respectively, were considered redevelopment or expansion. For the six months ended June 30, ~~2016,~~2017, one property ~~was~~and one portion of a property were moved from ~~same-center~~redevelopment to ~~redevelopment,~~same-center, compared to the designations as of December 31, ~~2015.~~2016. For the three months ended June 30, ~~2016, one property was~~2017, five properties were moved from acquisitions to same-center. While there is judgment surrounding changes in designations, we typically move redevelopment properties to same-center once they have stabilized, which is typically considered 95% physical occupancy or when the growth expected from the redevelopment has been included in the comparable periods. We typically remove properties from same center when the redevelopment has or is expected to have a significant impact to property operating income within the calendar year. Acquisitions are moved to same-center once we have owned the property for the entirety of comparable periods and the property is not under significant redevelopment or expansion.

RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, ~~2016~~2017 AND ~~2015~~2016


							Change											Change
	2016			2015			Dollars			%		2017			2016			Dollars			%
	(Dollar amounts in thousands)											(Dollar amounts in thousands)
Rental income	$	192,935		$	175,884		$	17,051		9.7	%	$	204,246		$	192,935		$	11,311		5.9	%
Other property income	3,488			4,420			(932		)	(21.1	)%	3,068			3,488			(420		)	(12.0	)%
Mortgage interest income	1,558			1,157			401			34.7	%	735			1,558			(823		)	(52.8	)%
Total property revenue	197,981			181,461			16,520			9.1	%	208,049			197,981			10,068			5.1	%
Rental expenses	36,978			32,623			4,355			13.3	%	37,128			36,978			150			0.4	%
Real estate taxes	23,397			20,667			2,730			13.2	%	26,522			23,397			3,125			13.4	%
Total property expenses	60,375			53,290			7,085			13.3	%	63,650			60,375			3,275			5.4	%
Property operating income(1)	137,606			128,171			9,435			7.4	%	144,399			137,606			6,793			4.9	%
Other interest income	77			74			3			4.1	%
Income from real estate partnerships	—			406			(406		)	(100.0	)%
Interest expense	(23,101		)	(23,445		)	344			(1.5	)%
Early extinguishment of debt	—			(19,072		)	19,072			(100.0	)%
General and administrative expense	(9,036		)	(9,299		)	263			(2.8	)%	(8,643		)	(9,036		)	393			(4.3	)%
Depreciation and amortization	(48,435		)	(42,671		)	(5,764		)	13.5	%	(52,666		)	(48,435		)	(4,231		)	8.7	%
Operating Income												83,090			80,135			2,955			3.7	%
Other interest income												68			77			(9		)	(11.7	)%
Loss from real estate partnerships												(114		)	—			(114		)	(100.0	)%
Interest expense												(23,907		)	(23,101		)	(806		)	3.5	%
Total other, net	(80,495		)	(94,007		)	13,512			(14.4	)%	(23,953		)	(23,024		)	(929		)	4.0	%
Income from continuing operations	57,111			34,164			22,947			67.2	%	59,137			57,111			2,026			3.5	%
Gain on sale of real estate	1,787			11,509			(9,722		)	(84.5	)%
Gain on sale of real estate, net												18,996			1,787			17,209			963.0	%
Net income	58,898			45,673			13,225			29.0	%	78,133			58,898			19,235			32.7	%
Net income attributable to noncontrolling interests	(2,957		)	(2,041		)	(916		)	44.9	%	(1,842		)	(2,957		)	1,115			(37.7	)%
Net income attributable to the Trust	$	55,941		$	43,632		$	12,309		28.2	%	$	76,291		$	55,941		$	20,350		36.4	%

(1)

Property operating income is a non-GAAP measure that consists of rental income, other property income and mortgage interest income, less rental expenses and real estate taxes. This measure is used internally to evaluate the performance of property operations and we consider it to be a significant measure. Property operating income should not be considered an alternative measure of operating results or cash flow from operations as determined in accordance with GAAP.

Property Revenues

Total property revenue increased ~~$16.5~~$10.1 million, or ~~9.1%~~5.1%, to $208.0 million in the three months ended June 30, 2017 compared to $198.0 million in the three months ended June 30, ~~2016 compared to $181.5 million in the three months ended June 30, 2015.~~2016. The percentage occupied at our shopping centers ~~decreased to 92.9%~~was 93.0% at June 30, ~~2016~~2017 compared to ~~94.9%~~92.9% at June 30, ~~2015~~2016. Changes in the components of property revenue are discussed below.

Rental Income

Rental income consists primarily of minimum rent, cost reimbursements from tenants and percentage rent. Rental income increased ~~$17.1~~$11.3 million, or ~~9.7%~~5.9%, to $204.2 million in the three months ended June 30, 2017 compared to $192.9 million in the three months ended June 30, 2016 ~~compared~~due primarily to ~~$175.9~~the following:

an increase of $5.0 million at redevelopment properties due to the opening of our new office building at Santana Row in late 2016, the lease-up of four of our retail redevelopments, and the lease-up of the new residential building at Congressional Plaza throughout 2016,

an increase of $3.1 million from acquisitions, primarily related to Riverpoint Center and Hastings Ranch Plaza,

an increase of $1.7 million from Assembly Row and Pike & Rose due primarily to the lease-up of residential units at Pike & Rose, and

an increase of $1.6 million at same-center properties due primarily to higher real estate tax recoveries of $1.1 million, higher rental rates of approximately $0.8 million, partially offset by lower average occupancy of approximately $0.4 million.

Mortgage Interest Income

Mortgage interest income decreased $0.8 million, or 52.8%, to $0.7 million in the three months ended June 30, ~~2015 due primarily~~2017 compared to ~~the following:~~

~~an increase of $4.9 million attributable to properties acquired in 2015,~~

~~an increase of $3.9 million from the acquisition of the six previously unconsolidated Clarion joint venture properties in January 2016,~~

~~an increase of $3.9 million at same-center properties due primarily to higher rental rates of approximately $4.7 million, partially offset by lower occupancy impacts of $0.9 million,~~

~~an increase of $3.2 million from Assembly Row and Pike & Rose as portions of both projects opened throughout 2015, and~~

an increase of $2.6 million at redevelopment properties due primarily to the lease-up of The Point at Plaza El Segundo, as well as three of our other retail redevelopments, partially offset by lower occupancy as we start redeveloping centers,

~~partially offset by~~

~~a decrease of $1.2 million due to the sale of our Houston Street and Courtyard Shops properties in April 2015 and November 2015, respectively.~~

~~Other Property Income~~

~~Other property income decreased $0.9 million, or 21.1%, to $3.5~~$1.6 million in the three months ended June 30, ~~2016 compared~~2016. This decrease is related to ~~$4.4~~a mortgage note receivable that was repaid in 2016.

Property Expenses

Total property expenses increased $3.3 million, or 5.4%, to $63.7 million in the three months ended June 30, ~~2015. This decrease is due to lower lease termination fees at our same-center properties.~~

~~Property Expenses~~

~~Total property expenses increased $7.1 million, or 13.3%,~~2017 compared to $60.4 million in the three months ended June 30, ~~2016 compared to~~ ~~$53.3 million~~ ~~in the three months ended~~ ~~June 30, 2015~~.2016. Changes in the components of property expenses are discussed below.

Rental Expenses

Rental expenses increased ~~$4.4~~$0.2 million, or ~~13.3%~~0.4%, to $37.1 million in the three months ended June 30, 2017 compared to $37.0 million in the three months ended June 30, ~~2016 compared to $32.6 million in the three months ended June 30, 2015.~~2016. This increase is primarily due to the following:

an increase of ~~$1.8 million attributable to properties acquired in 2015,~~

~~an increase of $1.1~~$0.6 million from ~~redevelopment properties,~~

~~an increase of $1.1 million from Assembly Row~~acquisitions, primarily related to Hastings Ranch Plaza and ~~Pike & Rose as portions of both projects opened throughout 2015, and~~

~~an increase of $0.8 million from the acquisition of the six previously unconsolidated Clarion joint venture properties in January 2016,~~Riverpoint Center,

partially offset by

a decrease of $0.3 million atfrom redevelopment and same-center properties primarily due to lower bad debt expense.

As a result of the changes in rental income and rental expenses as discussed above, rental expenses as a percentage of rental income plus other property income ~~increased~~decreased to ~~18.8%~~17.9% in the three months ended June 30, ~~2016~~2017 from ~~18.1%~~18.8% in the three months ended June 30, ~~2015~~2016.

Real Estate Taxes

Real estate tax expense increased ~~$2.7~~$3.1 million, or ~~13.2%~~13.4%, to $26.5 million in the three months ended June 30, 2017 compared to $23.4 million in the three months ended June 30, 2016 ~~compared~~due primarily to:

an increase of $2.3 million at same-center and redevelopment properties due primarily to ~~$20.7~~higher assessments, and $0.4 million related to our new office building at Santana Row, and

an increase of $0.7 million from acquisitions, primarily related to Riverpoint Center and Hastings Ranch Plaza.

Property Operating Income

Property operating income increased $6.8 million, or 4.9%, to $144.4 million in the three months ended June 30, ~~2015 due primarily to:~~

~~an increase of $0.8 million from properties acquired in 2015,~~

~~an increase of $0.8 million due to higher assessments at same-center properties,~~

~~an increase of $0.7 million related to Assembly Row and Pike & Rose, and~~

~~an increase of $0.5 million due to the acquisition of the six previously unconsolidated Clarion joint venture properties in January 2016.~~

~~Property Operating Income~~

~~Property operating income increased $9.4 million, or 7.4%,~~2017 compared to $137.6 million in the three months ended June 30, ~~2016 compared to $128.2 million in the three months ended~~ ~~June 30, 2015~~.2016. This increase is primarily due to growth in earnings at ~~same-center~~redevelopment properties, the ~~acquisition~~acquisitions of Riverpoint Center in March 2017 and Hastings Ranch Plaza in February 2017, and Assembly Row and Pike & Rose (primarily the ~~six previously unconsolidated Clarion joint venture~~lease-up of residential units at Pike & Rose).

Other Operating Expenses

Depreciation and Amortization

Depreciation and amortization expense increased $4.2 million, or 8.7%, to $52.7 million in the three months ended June 30, 2017 from $48.4 million in the three months ended June 30, 2016. This increase is primarily due to redevelopment properties (largely the new office building at Santana Row), 2017 acquisitions, and Assembly Row and Pike & Rose.

Operating Income

Operating income increased $3.0 million, or 3.7%, to $83.1 million in ~~January 2016,~~the three months ended June 30, 2017 compared to $80.1 million in the three months ended June 30, 2016. This increase is primarily due to growth in earnings at redevelopment properties, ~~acquired in 2015,~~earnings growth at Assembly Row and Pike & Rose, and ~~redevelopment properties, partially offset by the sale of our Houston Street and Courtyard Shops properties in April 2015 and November 2015, respectively.~~2017 acquisitions.

Other

~~Income From Real Estate Partnerships~~

The decrease in income from real estate partnerships is the result of our obtaining control of the six Clarion joint venture properties on January 13, 2016 (see discussion in Note 3 to the consolidated financial statements). Prior to this transaction, the properties were accounted for under the equity method of accounting.

Interest Expense

Interest expense ~~decreased $0.3~~increased $0.8 million, or ~~1.5%~~3.5%, to $23.9 million in the three months ended June 30, 2017 compared to $23.1 million in the three months ended June 30, ~~2016 compared to $23.4 million in the three months ended June 30, 2015.~~2016. This ~~decrease~~increase is due primarily to the following:

an increase of $3.6 million due to higher borrowings primarily attributable to the 3.625% senior notes issued in July 2016 and higher weighted average borrowings on our revolving credit facility,

partially offset by

an increase of $2.0 million in capitalized interest, and

a decrease of ~~$2.6~~$0.8 million due to a lower overall weighted average borrowing ~~rate,~~

~~partially offset by~~

~~an increase of $1.6 million due to higher borrowings, and~~

~~a decrease of $0.7 million in capitalized interest due primarily to the opening of Phase I of Pike & Rose during 2015.~~rate.

Gross interest costs were ~~$27.2~~$30.1 million and ~~$28.3~~$27.2 million in the three months ended June 30, ~~2016~~2017 and ~~2015,~~2016, respectively. Capitalized interest was ~~$4.1~~$6.2 million and ~~$4.8~~$4.1 million in the three months ended June 30, ~~2016~~2017 and ~~2015,~~2016, respectively.

~~Early Extinguishment~~Gain on Sale of ~~Debt~~Real Estate, Net

The ~~$19.1~~$19.0 million gain on sale of ~~early extinguishment of debt in~~real estate, net for the three months ended June 30, ~~2015 relates to the make-whole premium paid as part of the early redemption of our 6.20% senior notes, partially offset by the related write-off of unamortized premium and debt fees.~~

~~General and Administrative~~

~~General and administrative expense decreased $0.3 million, or 2.8%, to $9.0 million in the three months ended June 30, 2016 from $9.3 million in the three months ended June 30, 2015. The decrease~~2017 is primarily due to ~~lower transaction costs partially offset by higher personnel costs.~~the following:

~~Depreciation and Amortization~~

~~Depreciation and amortization expense increased $5.8~~$15.4 million ~~or 13.5%, to $48.4 million in the three months ended June 30, 2016 from $42.7 million in the three months ended June 30, 2015. This increase is due primarily~~gain related to the ~~acquisition~~sale of ~~the six previously unconsolidated Clarion joint venture properties in January 2016,~~three ground lease parcels at our Assembly Row property, and ~~Pike & Rose, and properties acquired in 2015.~~

~~Gain on Sale of Real Estate~~$3.3 million net percentage-of-completion gain, related to condominiums under binding contract at our Assembly Row property.

The $1.8 million gain for the three months ended June 30, 2016 is related to the ~~May 2016~~ sale of a building in Coconut Grove, ~~Florida, by an unconsolidated joint venture.~~Florida. Our share of the gain, net of noncontrolling interests, was $0.7 million.

~~The $11.5 million gain for the three months ended June 30, 2015 is due to the sale of our Houston Street property in April 2015.~~

RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, ~~2016~~2017 AND ~~2015~~2016


							Change											Change
	2016			2015			Dollars			%		2017			2016			Dollars			%
	(Dollar amounts in thousands)											(Dollar amounts in thousands)
Rental income	$	388,243		$	357,050		$	31,193		8.7	%	$	408,693		$	388,243		$	20,450		5.3	%
Other property income	5,800			6,885			(1,085		)	(15.8	)%	5,258			5,800			(542		)	(9.3	)%
Mortgage interest income	2,282			2,318			(36		)	(1.6	)%	1,487			2,282			(795		)	(34.8	)%
Total property revenue	396,325			366,253			30,072			8.2	%	415,438			396,325			19,113			4.8	%
Rental expenses	79,797			74,062			5,735			7.7	%	78,237			79,797			(1,560		)	(2.0	)%
Real estate taxes	46,191			41,061			5,130			12.5	%	51,612			46,191			5,421			11.7	%
Total property expenses	125,988			115,123			10,865			9.4	%	129,849			125,988			3,861			3.1	%
Property operating income(1)	270,337			251,130			19,207			7.6	%	285,589			270,337			15,252			5.6	%
Other interest income	180			103			77			74.8	%
Income from real estate partnerships	41			626			(585		)	(93.5	)%
Interest expense	(46,830		)	(47,613		)	783			(1.6	)%
Early extinguishment of debt	—			(19,072		)	19,072			(100.0	)%
General and administrative expense	(17,046		)	(18,152		)	1,106			(6.1	)%	(16,910		)	(17,046		)	136			(0.8	)%
Depreciation and amortization	(96,234		)	(84,655		)	(11,579		)	13.7	%	(104,045		)	(96,234		)	(7,811		)	8.1	%
Operating Income												164,634			157,057			7,577			4.8	%
Other interest income												174			180			(6		)	(3.3	)%
(Loss) income from real estate partnerships												(114		)	41			(155		)	(378.0	)%
Interest expense												(47,665		)	(46,830		)	(835		)	1.8	%
Total other, net	(159,889		)	(168,763		)	8,874			(5.3	)%	(47,605		)	(46,609		)	(996		)	2.1	%
Income from continuing operations	110,448			82,367			28,081			34.1	%	117,029			110,448			6,581			6.0	%
Gain on change in control of interests and sale of real estate	27,513			11,509			16,004			139.1	%
Gain on sale of real estate and change in control of interests, net												19,174			27,513			(8,339		)	(30.3	)%
Net income	137,961			93,876			44,085			47.0	%	136,203			137,961			(1,758		)	(1.3	)%
Net income attributable to noncontrolling interests	(5,065		)	(4,058		)	(1,007		)	24.8	%	(3,722		)	(5,065		)	1,343			(26.5	)%
Net income attributable to the Trust	$	132,896		$	89,818		$	43,078		48.0	%	$	132,481		$	132,896		$	(415	)	(0.3	)%

(1)

Property Revenues

Total property revenue increased ~~$30.1~~$19.1 million, or ~~8.2%~~4.8%, to $415.4 million in the six months ended June 30, 2017 compared to $396.3 million in the six months ended June 30, ~~2016 compared to $366.3 million in the six months ended June 30, 2015.~~2016. The percentage occupied at our shopping centers ~~decreased~~was 93.0% at June 30, 2017 compared to 92.9% at June 30, ~~2016 compared to 94.9% at June 30, 2015.~~2016. Changes in the components of property revenue are discussed below.

Rental Income

Rental income consists primarily of minimum rent, cost reimbursements from tenants and percentage rent. Rental income increased ~~$31.2~~$20.5 million, or ~~8.7%~~5.3%, to $408.7 million in the six months ended June 30, 2017 compared to $388.2 million in the six months ended June 30, 2016 ~~compared to $357.1 million in the six months ended June 30, 2015~~ due primarily to the following:

an increase of ~~$11.8~~$9.7 million ~~attributable~~at redevelopment properties due to ~~properties acquired~~the opening of our new office building at Santana Row in ~~2015,~~

~~an increase~~late 2016, the lease-up of ~~$7.3 million from~~three of our retail redevelopments, and the ~~acquisition~~lease-up of the ~~six previously unconsolidated Clarion joint venture properties in January~~new residential building at Congressional Plaza throughout 2016,

an increase of ~~$6.3~~$3.8 million from acquisitions, primarily related to Riverpoint Center and Hastings Ranch Plaza.

an increase of $3.2 million from Assembly Row and Pike & Rose ~~as portions of both projects opened throughout 2015,~~

~~an increase of $5.2 million at redevelopment properties~~ due primarily to the lease-up of ~~The Point~~residential units at ~~Plaza El Segundo, as well as three of our other retail redevelopments, partially offset by lower occupancy as we start redeveloping centers, and~~Pike & Rose,

an increase of ~~$4.4~~$2.2 million at same-center properties due primarily to higher rental rates of approximately ~~$7.5~~$2.8 million ~~partially offset by lower~~and higher recoveries of ~~$0.4~~$0.2 million primarily the net result of ~~lower snow expense and~~ higher real estate tax assessments, partially offset by lower snow removal expense, and lower average occupancy of approximately ~~$1.9~~$0.6 million, and

~~partially offset by~~

~~a decrease~~an increase of ~~$3.4~~$1.8 million ~~due to~~from the ~~sale~~acquisition of ~~our Houston Street and Courtyard Shops~~six previously unconsolidated Clarion joint venture properties in ~~April 2015 and November 2015, respectively.~~

January 2016.

Other Property Income

Other property income decreased ~~$1.1~~$0.5 million, or ~~15.8%~~9.3%, to $5.3 million in the six months ended June 30, 2017 compared to $5.8 million in the six months ended June 30, ~~2016 compared~~2016. Included in other property income are items which, although recurring, inherently tend to ~~$6.9 million in the six months ended June 30, 2015.~~fluctuate more than rental income from period to period, such as lease termination fees. This decrease is ~~due~~primarily related to lower lease termination fees at our same-center properties.

Mortgage Interest Income

Mortgage interest income decreased $0.8 million, or 34.8%, to $1.5 million in the six months ended June 30, 2017 compared to $2.3 million in the six months ended June 30, 2016. This decrease is related to a mortgage note receivable that was repaid in 2016.

Property Expenses

Total property expenses increased ~~$10.9~~$3.9 million, or ~~9.4%~~3.1%, to $129.8 million in the six months ended June 30, 2017 compared to $126.0 million in the six months ended June 30, ~~2016 compared to $115.1 million in the six months ended June 30, 2015.~~2016. Changes in the components of property expenses are discussed below.

Rental Expenses

Rental expenses ~~increased $5.7~~decreased $1.6 million, or ~~7.7%~~2.0%, to $78.2 million in the six months ended June 30, 2017 compared to $79.8 million in the six months ended June 30, ~~2016 compared to $74.1 million in the six months ended June 30, 2015.~~2016. This ~~increase~~decrease is primarily due to the following:

~~an increase~~a decrease of ~~$3.6~~$2.0 million ~~attributable~~at same-center and redevelopment properties primarily due to ~~properties acquired in 2015,~~lower snow removal costs,

~~an increase~~a decrease of ~~$1.8 million from the acquisition of the six previously unconsolidated Clarion joint venture properties in January 2016,~~

~~an increase of $1.7~~$0.4 million from Assembly Row and Pike & Rose ~~as portions of both projects opened throughout 2015, and~~

~~an increase of $1.2 million at redevelopment properties due~~ primarily attributable to ~~the lease-up of several of our retail redevelopments,~~lower marketing costs,

partially offset by

~~a decrease of $2.0 million at same-center properties primarily attributable to lower snow removal costs, and~~

~~a decrease~~an increase of $0.8 million ~~due~~from acquisitions, primarily related to ~~the sale of our Houston Street~~Hastings Ranch Plaza and ~~Courtyard Shops properties in April 2015 and November 2015, respectively.~~Riverpoint Center.

As a result of the changes in rental income and rental expenses as discussed above, rental expenses as a percentage of rental income plus other property income decreased to 18.9% in the six months ended June 30, 2017 from 20.3% in the six months ended June 30, ~~2016 from 20.4% in the six months ended June 30, 2015.~~2016.

Real Estate Taxes

Real estate tax expense increased ~~$5.1~~$5.4 million, or ~~12.5%~~11.7%, to $51.6 million in the six months ended June 30, 2017 compared to $46.2 million in the six months ended June 30, 2016 ~~compared~~due primarily to:

an increase of $2.8 million at same-center properties due primarily to ~~$41.1~~higher assessments,

an increase of $0.9 million from redevelopment properties, primarily related to our new office building at Santana Row,

an increase of $0.9 million from acquisitions, primarily related to Riverpoint Center and Hastings Ranch Plaza, and

an increase of $0.7 million from Assembly Row and Pike & Rose.

Property Operating Income

Property operating income increased $15.3 million, or 5.6%, to $285.6 million in the six months ended June 30, ~~2015 due primarily to the following:~~

~~an increase of $1.9 million from properties acquired in 2015,~~

~~an increase of $1.4 million due to higher assessments at same-center properties,~~

~~an increase of $1.0 million related to Assembly Row and Pike & Rose, and~~

~~an increase of $0.9 million due to the acquisition of the six previously unconsolidated Clarion joint venture properties in January 2016.~~

~~Property Operating Income~~

~~Property operating income increased $19.2 million, or 7.6%,~~2017 compared to $270.3 million in the six months ended June 30, ~~2016 compared to $251.1 million in the six months ended June 30, 2015.~~2016. This increase is primarily due to ~~properties acquired in 2015,~~ growth in earnings at ~~same-center~~redevelopment properties, Assembly Row and Pike & Rose (primarily the lease-up of residential units at Pike & Rose), the acquisitions of Riverpoint Center in March 2017 and Hastings Ranch Plaza in February 2017, and the acquisition of the six previously unconsolidated Clarion joint venture properties in January 2016, ~~redevelopment properties, and portions of Assembly Row and Pike & Rose opening through 2015,~~ partially offset by ~~the sale of our Houston Street and Courtyard Shops properties~~lower mortgage interest income related to a note receivable that was repaid in ~~April 2015 and November 2015, respectively.~~

~~Other~~

~~Income From Real Estate Partnerships~~

~~Interest Expense~~

Interest expense decreased $0.8 million, or 1.6%, to $46.8 million in the six months ended June 30, 2016 compared to $47.6 million in the six months ended June 30, 2015. This decrease is due primarily to the following:

~~a decrease of $7.1 million due to a lower overall weighted average borrowing rate,~~

~~partially offset by~~

~~an increase of $4.8 million due to higher borrowings, and~~

~~a decrease of $1.6 million in capitalized interest due primarily to the opening of Phase I of Pike & Rose during 2015.~~

Gross interest costs were $54.8 million and $57.2 million in the six months ended June 30, 2016 and 2015, respectively. Capitalized interest was $8.0 million and $9.5 million in the six months ended June 30, 2016 and 2015, respectively.

~~Early Extinguishment of Debt~~

The $19.1 million of early extinguishment of debt in the six months ended June 30, 2015 relates to the make-whole premium paid as part of the early redemption of our 6.20% senior notes, partially offset by the related write-off of unamortized premium and debt fees.

~~General and Administrative Expense~~

General and administrative expenses decreased $1.1 million, or 6.1%, to $17.0 million for the six months ended June 30, 2016, compared to $18.2 million in the six months ended June 30, 2015. The decrease is primarily due to lower transaction costs, partially offset by higher personnel costs.Other Operating Expenses

Depreciation and Amortization

Depreciation and amortization expense increased ~~$11.6~~$7.8 million, or ~~13.7%~~8.1%, to $104.0 million in the six months ended June 30, 2017 from $96.2 million in the six months ended June 30, ~~2016 from $84.7~~2016. This increase is primarily due to redevelopment properties (largely the new office building at Santana Row), Assembly Row and Pike & Rose, and the acquisitions of Riverpoint Center in March 2017 and Hastings Ranch Plaza in February 2017.

Operating Income

Operating income increased $7.6 million, or 4.8%, to $164.6 million in the six months ended June 30, ~~2015.~~2017 compared to $157.1 million in the six months ended June 30, 2016. This increase is primarily due ~~primarily~~ to growth in earnings at redevelopment properties, Assembly Row and Pike & Rose, the acquisition of the six previously unconsolidated Clarion joint venture properties in January 2016, ~~Assembly Row~~ and ~~Pike & Rose,~~the acquisitions of Riverpoint Center in March 2017 and ~~properties acquired~~Hastings Ranch Plaza in ~~2015.~~February 2017.

Other

Interest Expense

Interest expense increased $0.8 million, or 1.8%, to $47.7 million in the six months ended June 30, 2017 compared to $46.8 million in the six months ended June 30, 2016. This increase is due primarily to the following:

an increase of $4.9 million due to higher borrowings primarily attributable to the 3.625% senior notes issued in July 2016 and higher weighted average borrowings on our revolving credit facility,

partially offset by

an increase of $3.7 million in capitalized interest, and

a decrease of $0.4 million due to a lower overall weighted average borrowing rate.

Gross interest costs were $59.3 million and $54.8 million in the six months ended June 30, 2017 and 2016, respectively. Capitalized interest was $11.6 million and $8.0 million in the six months ended June 30, 2017 and 2016, respectively.

Gain on Sale of Real Estate and Change in Control of Interests, Net

The $19.2 million gain on sale of real estate and ~~Sale~~change in control of ~~Real Estate~~interests, net for the six months ended June 30, 2017 is primarily due to the following:

$15.4 million gain related to the sale of three ground lease parcels at our Assembly Row property in Somerville, Massachusetts, and

$3.3 million net percentage-of-completion gain, related to condominiums under binding contract at our Assembly Row property.

The $27.5 million gain on sale of real estate and change in control of interests, ~~and sale of real estate~~net for the six months ended June 30, 2017 is primarily due to the ~~result of~~following:

$25.7 million gain related to our obtaining control of six properties when we acquired Clarion’s 70% interest in the partnership that owned those ~~properties (see discussion in Note 3 to the consolidated financial statements).~~properties. The properties were previously accounted for under the equity method of accounting. We consolidated these assets effective January 13, 2016, and consequently recognized a gain ~~of $25.7 million upon~~on obtaining the controlling interest. ~~The additional $1.8~~

$1.8 million gain is related to the ~~May 2016~~ sale of a building in Coconut Grove, ~~Florida by an unconsolidated joint venture.~~Florida. Our share of the gain, net of noncontrolling interests, was $0.7 million.

~~The $11.5 million gain on sale of real estate for the six months ended June 30, 2015 is due to the sale of our Houston Street property in April 2015.~~

Liquidity and Capital Resources

Due to the nature of our business and strategy, we typically generate significant amounts of cash from operations. The cash generated from operations is primarily paid to our common and preferred shareholders in the form of dividends. As a REIT, we must generally make annual distributions to shareholders of at least 90% of our taxable income.

Our short-term liquidity requirements consist primarily of normal recurring operating expenses, obligations under our capital and operating leases, regular debt service requirements (including debt service relating to additional or replacement debt, as well as scheduled debt maturities), recurring expenditures, non-recurring expenditures (such as tenant improvements and

redevelopments) and dividends to common and preferred shareholders. Our long-term capital requirements consist primarily of maturities under our long-term debt agreements, development and redevelopment costs and potential acquisitions.

We intend to operate with and maintain a conservative capital structure that will allow us to maintain strong debt service coverage and fixed-charge coverage ratios as part of our commitment to investment-grade debt ratings. In the short and long term, we may seek to obtain funds through the issuance of additional equity, unsecured and/or secured debt financings, joint venture relationships relating to existing properties or new acquisitions, and property dispositions that are consistent with this conservative structure.

At June 30, ~~2016,~~2017, we had cash and cash equivalents of ~~$18.6~~$96.3 million and ~~$95.0 million~~no outstanding balance on our $800.0 million unsecured revolving credit ~~facility. On April 20, 2016, we upsized our $600.0 million revolving credit~~ facility ~~to $800.0 million and extended the maturity date to~~which matures on April 20, 2020, subject to two six-month extensions at our option. In addition, we have an option (subject to bank approval) to increase the credit facility through an accordion feature to $1.5 billion. Our $275.0 million unsecured term loan, which matures on November 21, 2018, subject to a one-year extension at our option, also has an option (subject to bank approval) to increase the term loan through an accordion feature to $350.0 million. As of June 30, ~~2016,~~2017, we had the capacity to issue up to ~~$97.7~~$357.3 million in common shares under our ATM equity program.

For the six months ended June 30, ~~2016,~~2017, the maximum amount of borrowings outstanding under our revolving credit facility was ~~$251.5~~$344.0 million, the weighted average amount of borrowings outstanding was ~~$150.3~~$173.2 million and the weighted average interest rate, before amortization of debt fees, was ~~1.3%~~1.8%. On ~~March 7, 2016,~~June 23, 2017, we issued ~~1.0 million common shares at $149.43 per share, for net cash proceeds of $149.3 million. On July 12, 2016, we issued $250.0~~$300.0 million of ~~fixed rate~~3.25% senior unsecured notes that mature on ~~August~~July 15, 2027, and $100.0 million of 4.50% notes that mature on December 1, ~~2046 and bear interest at 3.625%~~2044 for net proceeds ~~after~~(after net issuance ~~discounts,~~premium, underwriting fees and other ~~costs~~costs) of approximately ~~$241.8~~$399.4 million. For the remainder of ~~2016~~2017, we have ~~only $9.4~~$42.0 million of mortgage debt maturing. We currently believe that cash flows from operations, cash on hand, our ATM program, our revolving credit facility and our general ability to access the capital markets will be sufficient to finance our operations and fund our debt service requirements (including maturities) and capital expenditures.

Our overall capital requirements for the remainder of ~~2016~~2017 will depend upon acquisition opportunities, the level of improvements and redevelopments on existing properties and the timing and cost of development of Assembly Row, Pike & Rose and future phases of Santana Row. While the amount of future expenditures will depend on numerous factors, we expect to continue to see higher levels of capital investments in our properties under development and redevelopment which is the result of construction on Phase II at both Assembly Row and Pike & Rose, ~~and~~the construction of ~~the 234,500 square foot office building at~~our next phase of Santana ~~Row.~~Row, and our redevelopment pipeline. With respect to other capital investments related to our existing properties, we expect to incur levels consistent with prior years. In third quarter 2017, we expect to close on an acquisition of an approximately 90% interest in a joint venture that owns six shopping centers and that owns a 25% interest in a seventh shopping center. We expect our initial investment to be funded with assumed debt and approximately $260 million of cash. Our capital investments will be funded on a short-term basis with cash flow from operations, cash on hand and/or our revolving credit facility, and on a long-term basis, with long-term debt or equity including shares issued under our ATM equity program. If necessary, we may access the debt or equity capital markets to finance significant acquisitions. Given our past ability to access the capital markets, we expect debt or equity to be available to us. Although there is no intent at this time, if market conditions deteriorate, we may ~~also~~ delay the timing of certain development and redevelopment projects as well as limit future acquisitions, reduce our operating expenditures, or re-evaluate our dividend policy.

In addition to conditions in the capital markets which could affect our ability to access those markets, the following factors could affect our ability to meet our liquidity requirements:

restrictions in our debt instruments or preferred shares may limit us from incurring debt or issuing equity at all, or on acceptable terms under then-prevailing market conditions; and

we may be unable to service additional or replacement debt due to increases in interest rates or a decline in our operating performance.

Summary of Cash Flows


	Six Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2017			2016
	(In thousands)						(In thousands)
Cash provided by operating activities	$	199,236		$	173,648		$	241,829		$	203,607
Cash used in investing activities	(300,902		)	(216,351		)	(389,979		)	(300,902		)
Cash provided by financing activities	99,242			16,927			221,108			94,871
Decrease in cash and cash equivalents	(2,424		)	(25,776		)
Increase (decrease) in cash and cash equivalents							72,958			(2,424		)
Cash and cash equivalents, beginning of year	21,046			47,951			23,368			21,046
Cash and cash equivalents, end of period	$	18,622		$	22,175		$	96,326		$	18,622

Net cash provided by operating activities increased ~~$25.6~~$38.2 million to ~~$199.2~~$241.8 million during the six months ended June 30, ~~2016~~2017 from ~~$173.6~~$203.6 million during the six months ended June 30, ~~2015.~~2016. The increase was primarily attributable to higher net income before certain non-cash items, ~~timing of interest payments,~~lower escrow balances, and ~~timing of payments from tenants.~~higher prepaid rent.

Net cash used in investing activities increased ~~$84.6~~$89.1 million to $390.0 million during the six months ended June 30, 2017 from $300.9 million during the six months ended June 30, ~~2016~~2016. The increase was primarily attributable to:

a $96.2 million increase in capital investments and leasing costs as we continue to invest in Pike & Rose, Assembly Row, Santana Row, and other current redevelopments, and

a $38.6 million increase in acquisitions of real estate,

partially offset by

$46.7 million in proceeds from ~~$216.4~~the sale of three land parcels at Assembly Row.

Net cash provided by financing activities increased $126.2 million to $221.1 million during the six months ended June 30, ~~2015. The increase was primarily attributable to:~~

~~$45.8 million in proceeds~~2017 from ~~the sale of our Houston Street property in April 2015,~~

a $20.9 million increase in acquisitions of real estate due to the January 2016 acquisition of Clarion's 70% interest in our unconsolidated real estate partnership, partially offset by the 2015 acquisitions of San Antonio Center and Cocowalk, and

~~a $19.2 million increase in capital investments and leasing costs.~~

~~Net cash provided by financing activities increased $82.3 million to $99.2~~$94.9 million during the six months ended June 30, ~~2016 from $16.9 million during the six months ended June 30, 2015.~~2016. The increase was primarily attributable to:

$~~219.2~~399.4 million net proceeds from the June 2017 issuance of $300.0 million of 3.25% senior unsecured notes that mature on July 15, 2027 and $100.0 million of 4.50% notes that mature on December 1, 2044,

$13.0 million increase in contributions from noncontrolling interests primarily due to contributions to fund the $50.0 million repayment of the Plaza El Segundo mortgage loan, and

$8.9 million decrease in distributions to and redemptions of noncontrolling interests primarily due to the ~~redemption~~2016 acquisition of ~~$200 million~~the 10% noncontrolling interest of ~~senior notes with~~ a ~~make-whole premium of $19.2 million~~partnership which owns a project in ~~April 2015, and~~Southern California,

partially offset by

a ~~$187.2~~$227.8 million ~~increase~~decrease in net proceeds from the issuance of common shares ~~as we issued~~primarily due to our March 2016 issuance of 1.0 million common shares at $149.43 per share in an underwritten public offering, ~~on March 7, 2016,~~ and ~~we sold~~ 0.6 million common shares under our ATM equity program at a weighted average price of $153.24 during the six months ended June 30, 2016, compared to ~~0.4~~only 0.1 million common shares ~~at a weighted average price of $134.12~~ in ~~the six months ended June 30, 2015,~~

~~partially offset by~~2017,

$~~208.6 million in net proceeds from the re-opening of the 4.50% senior notes in March 2015,~~

~~a $65.0~~41.5 million decrease in net borrowings on our revolving credit facility,

~~a $23.9~~$16.7 million increase in repayment of mortgages and capital leases ~~and notes payable~~ due to the $50.0 million pay down of the Plaza El Segundo mortgage loan on June 5, 2017, as compared to the payoff of $34.4 million of mortgage loans on April 1, 2016,

~~$13.0 million acquisition of the 10% noncontrolling interest of a partnership which owns a project in Southern California,~~ and

a ~~$12.4~~$9.4 million increase in dividends paid to shareholders due to an increase in the dividend rate and an increased number of shares outstanding.

Debt Financing Arrangements

The following is a summary of our total debt outstanding as of June 30, ~~2016:~~2017:


Description of Debt	Original Debt Issued	Principal Balance as of June 30, 2016			Stated Interest Rate as of June 30, 2016		Maturity Date	Original Debt Issued	Principal Balance as of June 30, 2017			Stated Interest Rate as of June 30, 2017		Maturity Date
	(Dollars in thousands)							(Dollar amounts in thousands)
Mortgages payable
Secured fixed rate
Plaza El Segundo	Acquired	$	175,000		6.33	%	August 5, 2017
The Grove at Shrewsbury (East)	Acquired	43,054			5.82	%	October 1, 2017	Acquired	$	42,004		5.82	%	October 1, 2017
The Grove at Shrewsbury (West)	Acquired	10,910			6.38	%	March 1, 2018	Acquired	10,670			6.38	%	March 1, 2018
Rollingwood Apartments	24,050	21,502			5.54	%	May 1, 2019	24,050	21,053			5.54	%	May 1, 2019
The Shops at Sunset Place	Acquired	69,602			5.62	%	September 1, 2020	Acquired	67,628			5.62	%	September 1, 2020
29th Place	Acquired	4,655			5.91	%	January 31, 2021	Acquired	4,449			5.91	%	January 31, 2021
The AVENUE at White Marsh	52,705	52,705			3.35	%	January 1, 2022	52,705	52,705			3.35	%	January 1, 2022
Montrose Crossing	80,000	73,536			4.20	%	January 10, 2022	80,000	71,898			4.20	%	January 10, 2022
Plaza El Segundo								125,000	125,000			3.83	%	June 5, 2027
Brook 35	11,500	11,500			4.65	%	July 1, 2029	11,500	11,500			4.65	%	July 1, 2029
Chelsea	Acquired	6,723			5.36	%	January 15, 2031	Acquired	6,423			5.36	%	January 15, 2031
Subtotal		469,187							413,330
Net unamortized premium and debt issuance costs		6,968							1,561
Total mortgages payable		476,155							414,891
Notes payable
Unsecured fixed rate
Term loan (1)	275,000	275,000			LIBOR + 0.90%		November 21, 2018	275,000	275,000			LIBOR + 0.90%		November 21, 2018
Various	7,239	5,549			11.31%		Various through 2028	7,239	5,141			11.31%		Various through 2028
Unsecured variable rate
Escondido (municipal bonds) (2)	9,400	9,400			0.45%		October 1, 2016
Revolving credit facility (3)	800,000	95,000			LIBOR + 0.825%		April 20, 2020
Revolving credit facility (2)								800,000	—			LIBOR + 0.825%		April 20, 2020
Subtotal		384,949							280,141
Net unamortized debt issuance costs		(1,367		)					(825		)
Total notes payable		383,582							279,316

Senior notes and debentures
Unsecured fixed rate
5.90% notes	150,000	150,000			5.90	%	April 1, 2020	150,000	150,000			5.90	%	April 1, 2020
2.55% notes	250,000	250,000			2.55	%	January 15, 2021	250,000	250,000			2.55	%	January 15, 2021
3.00% notes	250,000	250,000			3.00	%	August 1, 2022	250,000	250,000			3.00	%	August 1, 2022
2.75% notes	275,000	275,000			2.75	%	June 1, 2023	275,000	275,000			2.75	%	June 1, 2023
3.95% notes	300,000	300,000			3.95	%	January 15, 2024	300,000	300,000			3.95	%	January 15, 2024
7.48% debentures	50,000	29,200			7.48	%	August 15, 2026	50,000	29,200			7.48	%	August 15, 2026
3.25% notes								300,000	300,000			3.25	%	July 15, 2027
6.82% medium term notes	40,000	40,000			6.82	%	August 1, 2027	40,000	40,000			6.82	%	August 1, 2027
4.50% notes	450,000	450,000			4.50	%	December 1, 2044	550,000	550,000			4.50	%	December 1, 2044
3.625% notes								250,000	250,000			3.625	%	August 1, 2046
Subtotal		1,744,200							2,394,200
Net unamortized premium and debt issuance costs		(10,589		)
Net unamortized discount and debt issuance costs									(16,992		)
Total senior notes and debentures		1,733,611							2,377,208
Capital lease obligations
Various		71,605			Various		Various through 2106		71,573			Various		Various through 2106
Total debt and capital lease obligations		$	2,664,953						$	3,142,988

_____________________


1)	We entered into two interest rate swap agreements that fix the LIBOR portion of the interest rate on the term loan at 1.72%. The spread on the term loan is 90 basis points resulting in a fixed rate of 2.62%.


2)	The bonds require monthly interest only payments through maturity. The bonds bear interest at a variable rate determined weekly, which would enable the bonds to be remarketed at 100% of their principal amount. The Escondido Promenade property is not encumbered by a lien.


3)	~~The~~ maximum amount drawn under our revolving credit facility during the six months ended June 30, ~~2016~~2017 was ~~$251.5~~$344.0 million, and the weighted average interest rate on borrowings under our revolving credit facility, before amortization of debt fees, was ~~1.3%~~1.8%.

Our revolving credit facility, term loan and other debt agreements include financial and other covenants that may limit our operating activities in the future. As of June 30, ~~2016,~~2017, we were in compliance with all financial and other covenants related to our revolving credit facility, term loan and senior notes. Additionally, as of June 30, 2017, we were in compliance with all of

the financial and other ~~covenants.~~covenants that could trigger loan default on our mortgage loans. If we were to breach any of ~~our debt~~these financial and other covenants and did not cure the breach within an applicable cure period, our lenders could require us to repay the debt immediately and, if the debt is secured, could immediately begin proceedings to take possession of the property securing the loan. Many of our debt arrangements, including our public notes, term loan and our revolving credit facility, are cross-defaulted, which means that the lenders under those debt arrangements can put us in default and require immediate repayment of their debt if we breach and fail to cure a default under certain of our other debt obligations. As a result, any default under our debt covenants could have an adverse effect on our financial condition, our results of operations, our ability to meet our obligations and the market value of our shares. Our organizational documents do not limit the level or amount of debt that we may incur.

The following is a summary of our scheduled principal repayments as of June 30, ~~2016:~~2017:


	Unsecured			Secured		Capital Lease		Total			Unsecured			Secured		Capital Lease		Total
	(In thousands)										(In thousands)
2016	$	9,661		$	2,858	$	19	$	12,538
2017	457			222,469		34		222,960			$	356		$	44,470	$	21	$	44,847
2018	275,507			15,477		37		$	291,021		275,513		(1)	15,477		37		291,027
2019	561			25,006		42		25,609			567			25,006		42		$	25,615
2020	245,623		(1)	$	64,687	46		$	310,356		150,629		(2)	64,687		46		215,362
2021											250,700			$	5,984	51		$	256,735
Thereafter	1,597,340			138,690		71,427		1,807,457			1,996,576			257,706		71,376		2,325,658
	$	2,129,149		$	469,187	$	71,605	$	2,669,941	(2)	$	2,674,341		$	413,330	$	71,573	$	3,159,244	(3)

_____________________


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 June 30, ~~2016,~~2017, there was ~~$95.0 million~~no balance outstanding under ~~our$800.0 million revolving~~this credit facility.


2)3)	The total debt maturities differs from the total reported on the consolidated balance sheet due to the unamortized net ~~premium~~premium/(discount) and debt issuance costs on mortgage loans, notes payable, and senior notes as of June 30, ~~2016.~~2017.

Interest Rate Hedging

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 other comprehensive income/loss which is included in accumulated other comprehensive loss on our consolidated balance sheet and our consolidated statement of shareholders' equity. 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 which includes reviewing debt ratings and financial performance. However, management does not anticipate non-performance by the counterparty. If a cash flow hedge is deemed ineffective, 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.

As of June 30, ~~2016,~~2017, we are party to two interest rate swap agreements that effectively fixed the rate on the term loan at 2.62%. Both swaps were designated and qualified as cash flow hedges and were recorded at fair value. Hedge ineffectiveness has not impacted earnings as of June 30, ~~2016,~~2017, and we do not anticipate it will have a significant effect in the future.

REIT Qualification

We intend to maintain our qualification as a REIT under Section 856(c) of the Code. As a REIT, we generally will not be subject to corporate federal income taxes on income we distribute to our shareholders as long as we satisfy certain technical requirements of the Code, including the requirement to distribute at least 90% of our taxable income to our shareholders.

Funds From Operations

Funds from operations (“FFO”) is a supplemental non-GAAP financial measure of real estate companies’ operating performance. The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as follows: net income, computed in accordance with U.S. GAAP, plus real estate related depreciation and amortization and excluding extraordinary items, gains and losses on the sale of real estate, and impairment write-downs of depreciable real estate. We compute FFO in accordance with the NAREIT definition, and we have historically reported our FFO available for common shareholders in addition to our net income and net cash provided by operating activities. It should be noted that 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 fund cash needs, including the payment of dividends.

We consider FFO available for common shareholders a meaningful, additional measure of operating performance primarily because it excludes the assumption that the value of the real estate assets diminishes predictably over time, as implied by the historical cost convention of GAAP and the recording of depreciation. We use FFO primarily as one of several means of assessing our operating performance in comparison with other REITs. 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.

An increase or decrease in FFO available for common shareholders does not necessarily result in an increase or decrease in aggregate distributions because our Board of Trustees is not required to increase distributions on a quarterly basis unless necessary for us to maintain REIT status. However, we must distribute at least 90% of our taxable income to remain qualified as a REIT. Therefore, a significant increase in FFO will generally require an increase in distributions to shareholders although not necessarily on a proportionate basis.

The reconciliation of net income to FFO available for common shareholders is as follows:


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015			2017			2016			2017			2016
	(In thousands, except per share data)												(In thousands, except per share data)
Net income	$	58,898		$	45,673		$	137,961		$	93,876		$	78,133		$	58,898		$	136,203		$	137,961
Net income attributable to noncontrolling interests	(2,957		)	(2,041		)	(5,065		)	(4,058		)	(1,842		)	(2,957		)	(3,722		)	(5,065		)
Gain on change in control of interests and sale of real estate, net	(701		)	(11,509		)	(26,427		)	(11,509		)
Gain on sale of real estate and change in control of interests, net													(18,814		)	(701		)	(18,884		)	(26,427		)
Depreciation and amortization of real estate assets	42,299			37,726			84,027			75,010			45,634			42,299			90,316			84,027
Amortization of initial direct costs of leases	4,265			3,676			8,469			7,116			5,066			4,265			9,750			8,469
Funds from operations	101,804			73,525			198,965			160,435			108,177			101,804			213,663			198,965
Dividends on preferred shares(1)	(135		)	(135		)	(271		)	(271		)	—			(135		)	—			(271		)
Income attributable to operating partnership units	792			808			1,647			1,641			783			792			1,567			1,647
Income attributable to unvested shares	(264		)	(256		)	(569		)	(573		)	(357		)	(264		)	(707		)	(569		)
Funds from operations available for common shareholders ~~(1)~~	$	102,197		$	73,942		199,772			161,232			$	108,603		$	102,197		$	214,523		199,772
Weighted average number of common shares, diluted (2)	71,816			69,647			71,327			69,581
Funds from operations available for common shareholders, per diluted share (1)	$	1.42		$	1.06		$	2.80		$	2.32
Weighted average number of common shares, diluted (1)(2)													73,019			71,816			72,956			71,327

Funds from operations available for common shareholders, per diluted share													$	1.49		$	1.42		$	2.94		$	2.80

_____________________

(1)

~~If the $19.1 million early extinguishment of debt charge in 2015 was excluded, our FFO available for common shareholders for~~For the three and six months ended June 30, ~~2015 would have been $92.9 million and $180.2 million, respectively, and~~2017, dividends on preferred stock are not deducted in the calculation of FFO available ~~for~~to common shareholders, ~~per diluted share would have been $1.33~~as the related shares are dilutive and ~~$2.59, respectively.~~included in "weighted average common shares, diluted."


(2)	The weighted average common shares used to compute FFO per diluted common share includes operating partnership units that were excluded from the computation of diluted EPS. Conversion of these operating partnership units is dilutive in the computation of FFO per diluted common share but is anti-dilutive for the computation of diluted EPS for the periods presented.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our use of financial instruments, such as debt instruments, subjects us to market risk which may affect our future earnings and cash flows, as well as the fair value of our assets. Market risk generally refers to the risk of loss from changes in interest rates and market prices. We manage our market risk by attempting to match anticipated inflow of cash from our operating, investing and financing activities with anticipated outflow of cash to fund debt payments, dividends to common and preferred shareholders, investments, capital expenditures and other cash requirements.

We may enter into certain types of derivative financial instruments to further reduce interest rate risk. We use interest rate protection and swap agreements, for example, to convert some of our variable rate debt to a fixed-rate basis or to hedge anticipated financing transactions. We use derivatives for hedging purposes rather than speculation and do not enter into financial instruments for trading purposes. As of June 30, ~~2016,~~2017, we were party to two interest rate swap agreements that effectively fixed the rate on the term loan at 2.62%.

Interest Rate Risk

The following discusses the effect of hypothetical changes in market rates of interest on interest expense for our variable rate debt and on the fair value of our total outstanding debt, including our fixed-rate debt. Interest rate risk amounts were determined by considering the impact of hypothetical interest rates on our debt. Quoted market prices were used to estimate the fair value of our marketable senior notes and debentures and discounted cash flow analysis 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. This analysis does not purport to take into account all of the factors that may affect our debt, such as the effect that a changing interest rate environment could have on the overall level of economic activity or the action that our management might take to reduce our exposure to the change. This analysis assumes no change in our financial structure.

Fixed Interest Rate Debt

The majority of our outstanding debt obligations (maturing at various times through ~~2044~~2046 or, with respect to capital lease obligations, through 2106) have fixed interest rates which limit the risk of fluctuating interest rates. However, interest rate fluctuations may affect the fair value of our fixed rate debt instruments. At June 30, ~~2016,~~2017, we had ~~$2.5~~$3.1 billion of fixed-rate debt outstanding, including our $275.0 million term loan as the rate is effectively fixed by two interest rate swap agreements; we also had $71.6 million of capital lease obligations. If market interest rates used to calculate the fair value on our fixed-rate debt instruments at June 30, ~~2016~~2017 had been 1.0% higher, the fair value of those debt instruments on that date would have decreased by approximately ~~$158.9~~$221.6 million. If market interest rates used to calculate the fair value on our fixed-rate debt instruments at June 30, ~~2016~~2017 had been 1.0% lower, the fair value of those debt instruments on that date would have increased by approximately ~~$181.5~~$256.4 million.

Variable Interest Rate Debt

Generally, we believe that our primary interest rate risk is due to fluctuations in interest rates on our outstanding variable rate debt. ~~At June 30, 2016, we had $104.4~~Our $800.0 million ~~of variable rate debt outstanding which consisted of $95.0 million on our~~ revolving credit facility ~~and $9.4 million of municipal bonds. Based upon this amount of~~is currently our only variable rate debt and, the specific terms, if market interest rates increased 1.0%, our annual interest expense would increase by approximately $1.0 million, and our net income and cash flows for the year would decrease by approximately $1.0 million. Conversely, if market interest rates decreased 1.0%, our annual interest expense would decrease by approximately $1.0 million with a corresponding increase in our net income and cash flows for the year.

as of June 30, 2017, there was no amount outstanding.

ITEM 4. CONTROLS AND PROCEDURES

Periodic Evaluation and Conclusion of Disclosure Controls and Procedures

An evaluation has been performed, under the supervision and with the participation of our management, including our Chief Executive Officer ~~who since May 20, 2016, is also serving as our Principal~~and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, ~~2016.~~2017. Based on this evaluation, our management, including our Chief Executive Officer ~~who since May 20, 2016, is also serving as our Principal~~and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of June 30, ~~2016~~2017 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the quarterly period covered by this report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~None.~~There have been no material developments in any of our legal proceedings since the disclosure contained in our Annual Report to Form 10-K for the fiscal year ended December 31, 2016.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in our Annual Report for the year ended December 31, ~~2015~~2016 filed with the SEC on February ~~9, 2016~~13, 2017. These factors include, but are not limited to, the following:

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 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,

new acquisitions may fail to perform as expected,

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,

environmental issues may develop at our properties and result in unanticipated costs, and

because real estate is illiquid, we may not be able to sell properties when appropriate;

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

risks associated with general economic conditions, including local economic conditions in our geographic markets;

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

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


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Under the terms of various partnership agreements of certain of our affiliated limited partnerships, the interest of limited partners in those limited partnerships may be redeemed, subject to certain conditions, for cash or an equivalent number of common shares, at our option. During the three months ended June 30, ~~2016,~~2017, we redeemed ~~133,603~~12,000 downREIT operating partnership units for common shares.

~~The following information describes~~From time to time, we could be deemed to have repurchased shares as a result of shares withheld for tax purposes upon a stock ~~repurchases for the three months ended June 30, 2016:~~

Period Total number of shares purchased (1) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Maximum number or approximate dollar amount of shares that may yet be purchased under the plans or programs
April 1, 2016 - April 30, 2016 53 $ 155.48
— $ —
June 1, 2016 - June 30, 2016 68 $ 155.70
— $ —
121 $ 155.60
— $ —

~~(1) Represents shares delivered in payment of withholding taxes in connection with restricted stock~~compensation related vesting ~~by participants.~~event.


ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.


ITEM 5.	OTHER INFORMATION

None.


ITEM 6.	EXHIBITS

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

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 thereunto authorized.



		FEDERAL REALTY INVESTMENT TRUST

August ~~4, 2016~~2, 2017		/s/ Donald C. Wood
		Donald C. Wood,
		President, Chief Executive Officer and Trustee
		(Principal Financial and Executive Officer)



		FEDERAL REALTY INVESTMENT TRUST

August 2, 2017		/s/ Daniel Guglielmone
		Daniel Guglielmone,
		Executive Vice President
		Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)



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; 2.55% Notes due 2021; and 3.625% Notes due 2046 (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 INDEX~~

~~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 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., as 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 INDEX~~

~~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 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 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)

~~10.34~~		Second Amendment to Credit Agreement, dated as of April 20, 2016, 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, 2016 and incorporated herein by reference)

~~10.35~~		Third Amendment to Term Loan Agreement, dated as of April 20, 2016, 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 April 26, 2016 and incorporated herein by reference)

31.1		Rule 13a-14(a) Certification of Chief Executive Officer (filed herewith)

31.2		Rule 13a-14(a) Certification of Principal Financial Officer (filed herewith)

32.1		Section 1350 Certification of Chief Executive Officer (filed herewith)

32.2		Section 1350 Certification of Principal Financial Officer (filed herewith)

101		The following materials from Federal Realty Investment Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, ~~2016,~~2017, 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.

3734



Period	Total number of shares purchased (1)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Maximum number or approximate dollar amount of shares that may yet be purchased under the plans or programs
April 1, 2016 - April 30, 2016	53	$	155.48	—	$	—
June 1, 2016 - June 30, 2016	68	$	155.70	—	$	—
	121	$	155.60	—	$	—