FRTFederal Realty Investment Trust

We note your disclosure of annualized base rent based on expiring commercial leases. In future periodic filings, please expand your disclosure to discuss the relationship between market/current asking rents and leases expected to expire in the next period, as well as the relationship between rents on leases that expired in the current reporting period and rents on executed renewals or new leases.

This letter responds to your letter dated March 25, 2011, providing comments relating to the Company’s Form 10-K for the fiscal year ended December 31, 2010. In order to facilitate the Staff’s review of this letter, we have restated each of your numbered comments which required a response below and have included the Company’s response underneath each comment. Form 10-K for the year ended December 31, 2010 Lease, Lease Terms and Lease Expirations, page 20 We note your disclosure of annualized base rent based on expiring commercial leases.

Rest of the letter

In future periodic filings please expand your disclosure to discuss the relationship between market/current asking rents and leases expected to expire in the next period, as well as the relationship between rents on leases that expired in the current reporting period and rents on executed renewals or new leases. In future periodic filings, we will expand our disclosure related to these matters. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Please tell us and disclose separately the amount of external and internal costs capitalized for each year presented. Within your response please further disaggregate the amounts between development, redevelopment and leasing of real estate. Lastly, please specifically quantified the amount of salaries capitalized in each of the categories. Below is the information you requested. We have provided development and redevelopment costs together which is consistent with our internal and external reporting. We capitalized external and internal costs related to development and redevelopment activities of $54 million and $3 million, respectively, in 2010 and $62 million and $5 million, respectively, in 2009. We capitalized external and internal costs related to other property improvements of $39 million and $1 million, respectively, in 2010 and $25 million and $1 million, respectively, in 2009. We capitalized external and internal costs related to leasing activities of $7 million and $4 million, respectively, in 2010 and $5 million and $4 million, respectively, in 2009. The amount of capitalized internal costs for salaries and related benefits for development and redevelopment activities, other property improvements, and leasing activities were $3 million, $1 million, and $4 million, respectively, in 2010 and $4 million, $1 million, and $4 million, respectively, in 2009. We note your disclosure within your financial statements regarding your share of unconsolidated debt. Please disclose the estimated maturity and payment obligations for such debt. In future filings, we will include our share of unconsolidated debt in the contractual commitments table. As of December 31, 2010, our share of unconsolidated debt, including interest payments, is as follows: Notes to Consolidated Financial Statements Note 4. Real Estate Partnerships, page F-17 For your investments in real estate partnerships, please tell us and disclose whether the accounting policies of such investments are similar to your own. If not, please provide discussion highlighting such differences. The accounting policies of our investments in real estate partnerships are similar to our own. We will include this statement in future filings. Note 5. Acquired In-Place Leases, page F-20 Please tell us and separately disclose the amortization from acquired above market leases and acquired below market leases included in rental income for all period presented. Additionally, please tell us how you have assessed the likelihood of tenant’s exercising below market lease renewal options. We currently disclose the net amortization of acquired above and below market leases for all periods presented. Amortization of acquired above market leases was $2.0 million, $2.5 million, and $2.7 million in 2010, 2009, and 2008, respectively. Amortization of acquired below market leases was $3.6 million, $4.2 million, and $4.8 million in 2010, 2009, and 2008, respectively. We will include this additional separate disclosure of amortization for acquired above and below market leases in future filings. In assessing the likelihood of the tenant exercising renewal options for acquired below market leases, we consider many factors including the percentage and absolute dollar amount by which the renewal option is below market, the time frame until the option can be exercised, current market conditions, any economic penalty for not exercising the option, and certain lease provisions such as assignment rights. If the value of below market lease intangibles includes renewal option periods, we include such renewal periods in the amortization period utilized. • the Company is responsible for the adequacy and accuracy of the disclosure in the filings; Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If you have any further questions or require additional information, please do not hesitate to contact me at (301) 998-8166.

One letter for all the questions, without numbered answers. Read the reply ↗

Please tell us and disclose separately the amount of external and internal costs capitalized for each year presented. Within your response please further disaggregate the amounts between development, redevelopment and leasing of real estate. Lastly, please specifically quantified the amounts of salaries capitalized in each of the categories.

See the reply above.

We note your disclosure within your financial statements regarding your share of unconsolidated debt. Please disclose the estimated maturity and payment obligations for such debt.

See the reply above.

For your investments in real estate partnerships, please tell us and disclose whether the accounting policies of such investments are similar to your own. If not, please provide discussion highlighting such differences.

See the reply above.

Please tell us and separately disclose the amortization from acquired above market leases and acquired below market leases included in rental income for all period presented. Additionally, please tell us how you have assessed the likelihood of tenant’s exercising below market lease renewal options.

See the reply above.

We note your response to prior comment two. Please include such financial information regarding capitalized external and internal costs associated with your development/ redevelopment activities, other property improvements, and salaries related to such activities as well as your leasing activities in your future periodic filings.

We will include this information in the discussion of critical accounting policies in future annual filings. Read in the reply ↗

We note your response to prior comment five. Please provide additional details regarding your consideration of below market lease renewals and how your policy complies with authoritative accounting literature. Within your response, please tell us how management assesses the likelihood of a tenant exercising a below-market renewal option and what percentage or absolute value below market is considered bargain for

Rest of the question

renewal purposes.

We noted in our prior response that in assessing the likelihood of a tenant exercising renewal options for acquired below market leases, we consider many factors including the percentage and absolute dollar amount by which the renewal option is below market, the time frame until the option can be exercised, current market conditions, any economic penalty for not exercising the option, and certain lease provisions such as assignment rights.

The primary authoritative literature we apply to our consideration of below market lease renewals is ASC 805 Business Combinations.

Rest of the answer

ASC

805-20-25-1 states the acquirer shall recognize, “identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree.” ASC 805-20-25-2 further clarifies that “the identifiable assets acquired and liabilities assumed must meet the definitions of assets and liabilities in FASB Concepts Statement No. 6, Elements of Financial Statements, at the acquisition date.” Liabilities are defined in Concepts Statement No. 6. as

“probable future sacrifices of economic benefits arising from present obligations of a particular entity to transfer assets or provide services to other entities in the future as a result of past transactions or events.” More specifically related to leases, ASC 805-20-25-12 provides “the acquirer shall determine whether the terms of each of an acquiree’s operating leases are favorable or unfavorable compared to market terms of leases…. The acquirer shall recognize an intangible asset if the terms of an operating lease are favorable to market terms and a liability if the terms are unfavorable relative to market terms.”

Accordingly, we record an intangible liability for acquired below market leases. Further, all fixed rate bargain renewal options are included in the computation of the fair value of below market leases.

We do not have a single specific dollar amount or percentage that we consider to be a bargain renewal option, but rather review each lease separately and consider the related specific economics and facts as they exist on the acquisition date. The fair value of acquired below market leases is computed as the discounted difference between the contractual and expected market rents including fixed rate bargain renewal options. Additionally, if the fair value of a below market lease includes renewal option periods, we include such periods in the amortization period utilized.

In future filings, we will include disclosure regarding our treatment of fixed rate renewal options in determining the fair value of acquired below market leases.

The Company acknowledges that:

• the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any further questions or require additional information, please do not hesitate to contact me at (301) 998-8166.

Read in the reply ↗

It appears that you have presented a non-GAAP financial measure, Property operating income, within your selected financial data. We are aware of management’s use of Property operating income as a segment measure, yet the presentation of a consolidated segment measure outside the required SFAS 131 reconciliation would appear to be considered the presentation of a non-GAAP financial measure.

Rest of the question

Please tell us how you have met the disclosure requirements within Item 10(e) of Regulation S-K in regards to this measure.

On behalf of our client, Federal Realty Investment Trust, a Maryland real estate investment trust (the “Company”), this letter responds to your letter dated March 18, 2009, providing comments relating to the Company’s Form 10-K for the fiscal year ended December 31, 2008 (the “Form 10-K”). In order to facilitate the Staff’s review of this letter, we have restated each of your numbered comments below and have included the Company’s response underneath each comment. Form 10-K for the year ended December 31, 2008 It appears that you have presented a non-GAAP financial measure, Property operating income, within your selected financial data.

Rest of the letter

We are aware of management’s use of Property operating income as a segment measure, yet the presentation of a consolidated segment measure outside the required SFAS 131 reconciliation would appear to be considered the presentation of a non-GAAP financial measure. Please tell us how you have met the disclosure requirements within Item 10 (e) of Regulation S-K in regards to this measure. The Company believes it has met the requirements within Item 10 (e) of Regulations S-K as follows: Income from continuing operations and net income have been presented with equal prominence. Footnote 1 provides the income statement line items that are simply summed to arrive at property operating income. All of these line items can be taken directly from the face of the income statement without adjustment. This note provides a clearly understandable method by which the users of the financial statements can understand the relationship of property operating income to various GAAP measures without unreasonable efforts. Footnote 1 explains that property operating income is presented because it is a measure used internally to evaluate the performance of the Company’s property operations. For further clarity, the Company will revise footnote 1 to the Selected Financial Data in future filings as follows: “Property operating income is a non-GAAP measure which 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 our property operations. Property operating income should not be considered an alternative measure of operating results or cash flow from operations as determined in accordance with GAAP.” Please tell us management’s basis for reconciling the non-GAAP financial measures, EBITDA and Adjusted EBITDA, to net income. Given management’s disclosure regarding the usefulness of these measures in assessing the registrant’s ability to service debt, it would appear that these are liquidity measures where the most directly comparable GAAP financial measure would be cash flow from operations. The Company presents Adjusted EBITDA because it approximates a key performance measure in its debt covenants. A reconciliation of EBITDA and Adjusted EBITDA to net income is more consistent with the computations required by such covenants than a reconciliation to cash flow from operations. If a reconciliation to cash flow from operations was provided, it would include many of the same reconciling items plus various other items including changes in working capital and noncash items such as minority interest, equity in earnings and impairments. The Company’s covenant does not permit it to include minority interest or equity earnings on a cash basis, consider changes in working capital or permit it to add back noncash items such as impairments. Accordingly, a reconciliation to cash flow from operations would provide no more clarity and require additional effort for the users of the financial statements. Footnote 7 to Selected Financial Data states: “Adjusted EBITDA is presented because we believe that it provides useful information to investors regarding our ability to service debt and because it approximates a key covenant in material notes. Adjusted EBITDA should not be considered an alternative measure of operating results or cash flow from operations as determined in accordance with GAAP.” The Company will delete the reference to debt service in future filings to clarify that the presentation of Adjusted EBITDA is not intended to be a liquidity measurement. Accordingly, footnote 7 in future filings will state: “Adjusted EBITDA is presented because it approximates a key performance measure in our debt covenants, but it should not be considered an alternative measure of operating results or cash flow from operations as determined in accordance with GAAP.” Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Please provide to us and disclose additional information regarding your policy for establishing and releasing warranty reserves. Within your response, please specifically address the establishment of $5.1 million in reserves during 2007 that was subsequently released in 2008 and management’s consideration as to whether this constituted an error in the 2007 financial statements. The Company reserves for estimated losses, if any, associated with warranties given to a buyer at the time real estate is sold or other potential liabilities relating to that sale, taking into account any related insurance policies. These warranties may extend up to ten years and determining the related reserves requires significant judgment. If changes in facts and circumstances indicate that warranty reserves are understated, the Company accrues additional reserves at such time as a liability has been incurred and the costs can be reasonably estimated. Warranty reserves are released once the legal liability period has expired or all related work has been substantially completed. In 2005 and 2006, the Company sold condominium units at one of its properties. During this time, warranty reserves were accrued to cover the related 10-year latent defect warranty as well as approximately $2.5 million related to certain defective work performed by third party contractors. During 2007, a sample of the condominium units with defective work was evaluated and remediated. Based on the results of remediating this first group of condominium units, the Company determined that the expected remediation efforts would be in excess of that originally expected. As part of this evaluation, management included environmental consultants, third party contractors and outside legal counsel to assist in addressing the remediation issues as well as estimating future costs. At December 31, 2007, there were multiple unknown variables including the number of condominium units with defective work, the extent and type of work needed to remediate such units and the cost to perform such remediation. Since there were significant outstanding issues, there was not enough data to support an exact estimate but management did believe it had enough information to estimate a reasonable range of outcomes. Therefore, consistent with paragraph 8 of SFAS 5, the Company determined it was both probable that a liability had been incurred and given the current information available, the amount of the loss could be reasonably estimated within a range of potential outcomes. Therefore, an accrual for the expected losses was recorded in 2007 based on the best information available to management at that time. During 2008, the Company continued to test condominium units and refine the process for evaluating and remediating units. During this process, it was determined that the number of units requiring remediation and the scope and type of work needed on those units would result in costs that were less than previously expected. By the end of the third quarter of 2008, substantially all units with defective work were remediated and the related reserve was adjusted to actual costs incurred. Each quarter, management reviewed the results of additional inspections, the cost of units fully remediated and any other new information available and made reasonable estimates as to the future costs to be incurred based on the best and most current information available. Inherent in financial statements are estimates and the Company clearly discloses that actual results may differ from its estimates. While there were multiple unknown factors that could affect its estimate, the Company had both incurred a liability and management believed it could reasonably estimate the potential loss consistent with SFAS 5. Therefore, consistent with the disclosures in the Form 10-K, the Company believes this was a change in estimate and not an error. The Company’s current disclosure regarding warranty reserves addresses the establishment of reserves. For further clarity related to releasing reserves, the Company will add the following disclosure: “If changes in facts and circumstances indicate that warranty reserves are understated, the Company accrues additional reserves at such time a liability has been incurred and the costs can be reasonably estimated. Warranty reserves are released once the legal liability period has expired or all related work has been substantially completed.” Please tell us and disclose your accounting policy for recording litigation reserves in accordance with SFAS 5. Within your response, please tell us and disclose how your non accrual of a loss contingency concerning the “Final Proposal” litigation complies with that policy. In accordance with SFAS 5, the Company accrues a charge to income if an unfavorable outcome is probable and the amount of loss can be reasonably estimated. The Company does not delay accrual of a reserve until only a single amount can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the minimum within the range is accrued. At December 31, 2008, the Company disclosed the “Final Proposal” litigation could result in potential damages ranging from $600,000 to $24 million. Although not specifically disclosed, $750,000 was accrued for this matter as of December 31, 2008. This matter is still unresolved, the $750,000 is not materially different from the low end of the range, and the amount is within the range estimated at December 31, 2008. In future filings, the Company will disclose the amount accrued related to this loss contingency. Year Ended December 31, 2008 Compared to Year Ended December 31, 2007 Please tell us and disclose additional details regarding management’s disclosure of a lower overall weighted average borrowing rate and lower borrowings, as these appear to be contradictory to the financial statements presented. Specifically, it appears that the vast majority of your outstanding debt has a fixed rate and that you have increased the level of borrowing in 2008. The Company computes the impact of changes in interest rates and the amount of borrowings outstanding based on the weighted average of such items. Accordingly, the impact of changes in interest rates does not only consider changes in variable rate debt, it also includes the change in the weighted average interest rate resulting from new fixed rate borrowings and fixed rate debt maturities. Additionally, only considering the debt outstanding at the end of the year, as presented in the table of outstanding debt on pages 52 and F-22 of our Form 10-K, does not consider the changes in the Company’s revolving credit facility that occur during the year and the timing of new borrowings and when debt was retired. For example, the outstanding balance on the revolving credit facility was $123.5 million and $0 at December 31, 2008 and 2007, respectively; however, the weighted average balance outstanding on the revolving credit facility of $ 154.3 million in 2007 was actually higher than the weighted average balance of $61.4 million outstanding in 2008. In addition to the Debt Financing Arrangements table on page 52 of the Form 10-K, the Company currently discloses in Liquidity and Capital Resources the maximum amount outstanding, the weighted average borrowing rate, and the weighted average amount outstanding for 2008 related to the credit facility. Further, in Note 6 to the audited financial statements, the Company discloses a summary of total debt outstanding at December 31, 2008 and 2007, as well as the maximum amount outstanding on the credit facility, the weighted average borrowing rate on the credit facility, and the weighted average amount outstanding on the credit facility for 2008, 2007, and 2006. We note your disclosure of total debt outstanding, including the applicable stated interest rates as of December 31, 2008 within Debt Financing Arrangements. However, within your contractual commitments tables it appears that the amount of Current and long-term debt represents principal payments. Please tell us why you have not disclosed interest related to your Current and long-term debt. Refer to footnote 46 in SEC Interpretive Release 33-8350. Footnote 46 of SEC Interpretive Release 33-8350 provides that within Liquidity and Capital Resources, one starting point for a company’s discussion and analysis of cash requirements is the tabular disclosure of contractual obligations, supplemented with additional information that is material to an understanding of the company’s cash requirements such as the cash requirements for interest. The Company believes that its disclosure and discussion of cash requirements and interest within Liquidity and Capital Resources, taken as a whole, is appropriate and adequate. The Debt Financing Arrangement table does provide the outstanding balance, maturity date and stated interest rate applicable to debt obligations. It should be noted that at December 31, 2008, eighty-one percent of the Company’s debt outstanding is fixed-rate debt. However, the Company does have approximately $380 million of debt maturities in 2009. Accordingly, within Liquidity and Capital Resources, the Company discloses and discusses various items related to these maturities including: • debt financing alternatives available to refinance the $380 million of debt maturities, the current recession and dislocation in the capital markets has resulted in less favorable interest rates, management’s intention to address these maturities several months in advance could cause a temporary increase in the Company’s outstanding debt until the proceeds can be used to retire maturing debt, and if the Company is unable to access the debt markets on acceptable terms, it may elect to issue common equity, utilize its revolving credit facility and cash flows from operations along with delaying capital expenditures and re-evaluating its dividend policy to meet cash needs. As the ultimate refinancing alternative executed for the $380 million of debt maturing in 2009 will have such a significant affect on future interest, the Company does not believe any additional disclosure of interest based solely on the terms of debt outstanding at December 31, 2008, would be meaningful. As the Company executes a refinancing alternative or obtains more clarity of the alternative to be executed along with such timing, it will provide additional information and disclosures related to interest in future filings. Consolidated Statements of Cash Flows, page F-8 We note that you have classified Leasing costs as an investing activity. As it appears that leasing is a primary business activity, please tell us the accounting literature relied upon in determining that such leasing costs should be included as investing activities as opposed to an operating activity. SFAS 95 provides guidance for the classification of cash flows as operating, investing or financing. As noted in paragraph 24 of SFAS 95, certain items may have the aspects of more than one class of cash flows and that for these items, the appropriate classification shall depend on the predominant source of cash flow for the item. Items with aspects of more than one class of cash flows tend to occur more often within industries such as real estate for which the primary activities and assets generally are of such a long-term nature that a classified balance sheet is not required. The Company views leasing costs as part of the up-front initial investment cost to obtain a long-term cash inflow. In accordance with SFAS 91, initial leasing costs are deferred and amortized over the life of the related lease. The Company’s lease terms generally range from three to ten years, although certain leases with anchor tenants may be longer. Management considers both leasing costs and tenant improvements in evaluating a prospective lease and determining the return and payback period that it believes is appropriate based on its assessment of a tenant’s credit risk. Further, management’s view of leasing costs as an investment activity is generally consistent with the view of the Company’s debt and equity holders. The Company’s debt holders generally exclude leasing costs from its debt covenants. Additionally, management understands that many of the Company’s equity holders exclude lease costs when evaluating the Company’s operating performance, share price and ability to pay dividends relative to its competitors. Accordingly, based on the long-term nature of the Company’s leases, management’s process for evaluating prospective investment in leases and the manner in which the Company’s debt and equity holders view leasing costs, the most appropriate classification for leasing costs is as an investing activity. Notes to Consolidated Financial Statements Note 4. Real Estate Partnership, page F-19 Please tell us and disclose management’s basis for using the equity method to account for interest in this partnership. Within your response, please tell us who is considered the general partner and your consideration of EITF 04-5. In addition, please tell us and disclose whether you have eliminated intercompany profit generated from fees earned from this partnership and the amount eliminated. EITF 04-5 states that the general partners in a limited partnership are presumed to control that limited partnership regardless of the extent of the general partners’ ownership interest in the limited partnership. However, EITF 04-5 also states that this presumption can be overcome if the limited partners have substantive participating rights and that such assessment is a matter of judgment that depends on facts and circumstances. The Company and its partner, a discretionary fund created and advised by ING Clarion Partners (“Clarion”), are both general partners in the real estate partnership (“the Partnership”) as each holds a 0.1% general partnership interest. In addition, the Company holds a 29.9% limited partnership interest and Clarion holds a 69.9% limited partnership interest. The Company is currently the managing general partner. However, as the managing general partner, the Company can only make decisions that are not significant without Clarion’s approval. Significant decisions that require Clarion’s approval include: acquiring by purchase, exchange or otherwise any real property, disposing by sale, lease, exchange or otherwise any real property, incurring any indebtedness, constructing, altering, improving, repairing or replacing any buildings, making of any capital improvements, replacements, repairs or alterations to existing properties, and entering into, amending, extending, renewing or terminating any lease. Accordingly, in accordance with EITF 04-5, Clarion has substantive participating rights. Therefore, the Company accounts for the Partnership under the equity method of accounting and eliminates all profit generated from fees earned from the Partnership. During 2008, 2007 and 2006, intercompany profits eliminated were $0.2 million, $0.2 million, and $0.1 million, respectively. In future filings, the Company will disclose the following: “We hold a general partnership interest. However, Clarion has substantive participating rights and we cannot make significant decisions without Clarion’s approval. Accordingly, we account for our interest in the Partnership using the equity method.” Note 5. Acquired In-Place Leases, page F-20 Please tell us and disclose whether management has taken into account below market renewal options in determining the amortization period of the below market lease intangibles. If the value of below market lease intangibles includes renewal option periods, the Company includes such renewal periods in the amortization period utilized. The Company will disclose this in future filings. Note 8. Commitments and Contingencies, page F-25 We note that the company is self-insured and has disclosed the reserve for warranties and general liability costs, as well as payments on such reserves. Please disclose the amount of reserves established for claims filed separately from those reserves established for claims incurred but not yet reported. Further, please provide a roll forward of the insurance reserves similar to the one required by SOP 94-5. In Note 8, the Company discloses the combined total of reserves related to warranties and general liabilities of $8.6 million and $16.0 million at December 31, 2008 and 2007, respectively. The amount of reserves related to insurance is approximately $3.5 million and $3.6 million at December 31, 2008 and 2007, respectively. The decrease in combined total reserves is primarily related to changes in warranty reserves as discussed in detail in Note 8. As the Company is only partially self-insured related to certain matters and such reserves represent approximately 0.2% of total liabilities and 0.1% of total assets, the Company does not believe that SOP 94-5 related to disclosure in financial statements of insurance enterprises is directly or indirectly applicable or that such disclosures would provide meaningful information to the users of the financial statements. We note your disclosure of the operating units outstanding as of December 31, 2008 that certain partners can exchange for cash or an equal number of shares at your option. Please disclose the fair value of such operating units if the settlement of such units were to occur at the reporting date. As of December 31, 2008, a total of 373,260 operating units were outstanding as disclosed in Note 8 to the financial statements. Using the closing price of $62.08 per common share on December 31, 2008, these units would have a total fair value of $23.2 million. The Company will include this disclosure in future filings. the Company is responsible for the adequacy and accuracy of the disclosure in the filings; Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United If you have any further questions or require additional information, please do not hesitate to contact me at

One letter for all the questions, without numbered answers. Read the reply ↗

Please tell us management’s basis for reconciling the non-GAAP financial measures, EBITDA and Adjusted EBITDA, to net income. Given management’s disclosure regarding the usefulness of these measures in assessing the registrant’s ability to service debt, it would appear that these are liquidity measures where the most directly comparable GAAP financial measure would be cash flow from operations.

See the reply above.

Please provide to us and disclose additional information regarding your policy for establishing and releasing warranty reserves. Within your response, please specifically address the establishment of $5.1 million in reserves during 2007 that was subsequently released in 2008 and management’s consideration as to whether this constituted an error in the 2007 financial statements.

See the reply above.

Please tell us and disclose your accounting policy for recording litigation reserves in accordance with SFAS 5. Within your response, please tell us and disclose how your non accrual of a loss contingency concerning the “Final Proposal” litigation complies with that policy.

See the reply above.

Please tell us and disclose additional details regarding management’s disclosure of a lower overall weighted average borrowing rate and lower borrowings, as these appear to be contradictory to the financial statements presented. Specifically, it appears that the vast majority of your outstanding debt has a fixed rate and that you have increased the level of borrowing in 2008.

See the reply above.

We note your disclosure of total debt outstanding, including the applicable stated interest rates as of December 31, 2008 within Debt Financing Arrangements. However, within your contractual commitments tables it appears that the amount of Current and long-term debt represents principal payments. Please tell us why you have not disclosed interest related to your Current and long-term debt.

Rest of the question

Refer to footnote 46 in SEC Interpretive Release 33-8350.

See the reply above.

We note that you have classified Leasing costs as an investing activity. As it appears that leasing is a primary business activity, please tell us the accounting literature relied upon in determining that such leasing costs should be included as investing activities as opposed to an operating activity.

See the reply above.

Please tell us and disclose management’s basis for using the equity method to account for your interest in this partnership. Within your response, please tell us who is considered the general partner and your consideration of EITF 04-5. In addition, please tell us and disclose whether you have eliminated intercompany profit generated from fees earned from this partnership and the amount eliminated.

See the reply above.

Please tell us and disclose whether management has taken into account below market renewal options in determining the amortization period of the below market lease intangibles.

See the reply above.

We note that the company is self-insured and has disclosed the reserve for warranties and general liability costs, as well as payments on such reserves. Please disclose the amount of reserves established for claims filed separately from those reserves established for claims incurred but not yet reported. Further, please provide a roll forward of the insurance reserves similar to the one required by SOP 94-5.

See the reply above.

We note your disclosure of the operating units outstanding as of December 31, 2008 that certain partners can exchange for cash or an equal number of shares at your option. Please disclose the fair value of such operating units if the settlement of such units were to occur at the reporting date.

Rest of the question

* * * * As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response. Please submit a response letter on EDGAR that keys your response to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your response to our comments.

See the reply above.

We note general counsel’s affirmation regarding the company’s awareness of its obligations under the Securities Act of 1933 and the Exchange Act of 1934 and the representations which followed. Please provide to us the same representations from the company, signed by an appropriate officer of the company.

This letter responds to your letter dated April 6, 2009, providing comments relating to the Company’s Form 10-K for the fiscal year ended December 31, 2008. In order to facilitate the Staff’s review of this letter, we have restated each of your numbered comments below and have included the Company’s response underneath each comment. Form 10-K for the year ended December 31, 2008 We note general counsel’s affirmation regarding the company’s awareness of its obligations under the Securities Act of 1933 and the Exchange Act of 1934 and the representations which followed. Please provide to us the same representations from the company, signed by an appropriate officer of the company.

Rest of the letter

The requested representations are included at the end of this letter. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations We have reviewed your response to comment number six. We continue to believe that interest payments related to your fixed rate debt is a contractual obligation of the company that should be included within the table of contractual obligations. In future filings, please revise your table to appropriately include these amounts. In future filings, the Company will include interest payments related to fixed rate debt within the table of contractual obligations. Consolidated Statements of Cash Flows, page F-8 We note your response to prior comment seven. In future filings, please expand the disclosures within your Summary of Significant Accounting Policies to include a separate accounting policy noting the classification of leasing costs in your consolidated statements of cash flows and specifically identify the nature and types of leasing costs included in investing cash flows. In future filings, the Company will expand its disclosures within Summary of Significant Accounting Policies to include a discussion of the classification of leasing costs as an investment activity in the consolidated statements of cash flows and identify the nature and types of costs classified as leasing costs. • the Company is responsible for the adequacy and accuracy of the disclosure in the filings; Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United If you have any further questions or require additional information, please do not hesitate to contact me at

One letter for all the questions, without numbered answers. Read the reply ↗

We have reviewed your response to comment number six. We continue to believe that interest payments related to your fixed rate debt is a contractual obligation of the company that should be included within the table of contractual obligations. In future filings, please revise your table to appropriately include these amounts.

See the reply above.

We note your response to prior comment seven. In future filings, please expand the disclosures within your Summary of Significant Accounting Policies to include a separate accounting policy noting the classification of leasing costs in your consolidated statements of cash flows and specifically identify the nature and types of leasing costs included in investing cash flows.

Rest of the question

* * * * As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response. Please submit a response letter on EDGAR that keys your response to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your response to our comments.

See the reply above.