Regency Centers (REG) 10-K risk factor changes: FY2017 vs FY2016

[removed: At the effective time] [added: As a result] of [removed: the merger,] [added: our merger with Equity One, Inc.,] the Gazit Parties [removed: will become] [added: became] significant stockholders of Regency Centers and may have interests that are different [removed: from, or are in addition to, Regency Centers or] [added: from] our other [removed: stockholders in the future.][added: stockholders.]

[removed: At the effective time of the merger,] Mr. Chaim Katzman and Gazit-Globe, Ltd. and certain of its affiliated entities ("the Gazit Parties") [removed: will] own [removed: approximately 13%] [added: less than 10%] of outstanding shares of our common [removed: stock, based on their ownership of approximately 34% of the Equity One common stock as of November 14, 2016.][added: stock.]

This concentration of ownership in one group of stockholders [removed: could] [added: may] potentially be disadvantageous to the interests of our other stockholders.

[removed: For example, if the Gazit Parties were to sell or otherwise transfer all or a large percentage] [added: Continued sales] of [removed: their holdings,] our [added: shares may cause volatility in our] stock [removed: price could decline,] [added: price,] and we [removed: could] [added: may] find it more expensive to raise capital, if needed, through the sale of additional equity securities.

[removed: The governance agreement also provides that in] [added: However, so long as] the [removed: event of Mr. Katzman’s death, disability, resignation or removal,] [added: Gazit Parties beneficially own 7%] or [removed: failure] [added: more] of [removed: Mr. Katzman to be re-elected,] [added: our outstanding common stock,] the Gazit Parties will have the right to designate another person to be appointed to our board of directors, which person must be reasonably acceptable to our board of directors.

Risk Factors Related to [removed: Our Industry and] Real Estate Investments [added: and Operations]

[removed: A shift in retail shopping from brick] [added: The integration of bricks] and mortar stores [removed: to] [added: and] e-commerce [added: by retailers and a continued shift in retail sales towards e-commerce] may [removed: have an adverse] [added: adversely] impact [removed: on] our revenues and cash [removed: flow.][added: flows.]

This shift [removed: could] [added: may] adversely impact our occupancy and rental rates, which would impact our revenues and cash flows.

[removed: Our] [added: Therefore, our] performance [removed: therefore is generally] [added: and operating results are directly] linked to [added: the] economic [added: and market] conditions [added: occurring] in the [removed: market for] retail [removed: space.][added: industry.]

The market for [added: leasing] retail space [removed: could] [added: in our properties may] be adversely affected by any of the following:

| • | [removed: continued] consolidation [removed: in] [added: within] the retail sector; |

| • | [removed: reduction in the demand by tenants to occupy our shopping centers as a result of] reduced consumer demand for certain retail categories; |

| • | [removed: consequences of any] armed [removed: conflict involving, or terrorist attack against,] [added: conflicts against] the United States. |

To the extent that any of these conditions [removed: occur,] [added: occur] they are likely to impact [added: the retail industry, our retail tenants, the demand and] market rents for retail space, [removed: occupancy in] the [removed: operating portfolio,] [added: occupancy levels of] our [added: properties, our] ability to sell, acquire or develop properties, [added: our operating results] and our cash available for distributions to stock and unit holders.

[removed: The economic] [added: Economic] conditions in markets [removed: in which] [added: where] our properties are concentrated [added: can] greatly influence our financial performance.

During the year ended December 31, [removed: 2016,] [added: 2017,] our properties in California, Florida, and Texas accounted for [removed: 31.0%, 12.1%,] [added: 30.1%, 17.3%,] and [removed: 10.3%,] [added: 7.8%,] respectively, of our [removed: net operating income] [added: NOI] from Consolidated Properties plus our pro-rata share from Unconsolidated [removed: Properties ("pro-rata basis").]

Our revenues and cash [removed: available to pay expenses, maintain our properties, and for distributions to stock and unit holders could] [added: flow may] be adversely affected by this geographic concentration if market conditions, such as supply of or demand for retail space, deteriorate [added: more significantly] in California, Florida, or Texas [removed: relative] [added: compared] to other geographic areas.

Anchor [removed: tenants (those] [added: Tenants ("Anchor Tenants" or "Anchors"] occupying 10,000 square feet or more) occupy large [removed: amounts of square footage,] [added: stores in our shopping centers,] pay a significant portion of the total [removed: rents] [added: rent] at a property and contribute to the success of other tenants by [removed: drawing significant numbers of customers] [added: attracting shoppers] to [removed: a] [added: the] property.

We derive significant revenues from anchor tenants such as [removed: Kroger,] Publix, [removed: and] [added: Kroger,] Albertsons/Safeway, [added: TJX Companies, and Whole Foods] who accounted for [removed: 4.7%,] 3.1%, [added: 3.1%, 2.9%, 2.4%,] and [removed: 2.7%,] [added: 2.3%,] respectively, of our total annualized base rent on a pro-rata basis, for the year ended December 31, [removed: 2016.][added: 2017.]

Our net income [removed: could] [added: and cash flow may] be adversely affected by the loss of revenues [added: and additional costs] in the event a significant [added: anchor] tenant:

| • | does not renew its leases as they expire; [removed: or] |

Some anchors have the right to vacate [added: their space] and [added: may] prevent [added: us from] re-tenanting by [removed: paying] [added: continuing to comply and pay] rent [removed: for the balance of the] [added: in accordance with their] lease [removed: term.][added: agreement.]

Vacated anchor space, including space owned by the anchor, can reduce rental revenues generated by the shopping center [added: in other spaces] because of the loss of the departed [removed: anchor tenant's] [added: anchor's] customer drawing power.

A significant percentage of our revenues are derived from smaller shop [added: space] tenants and our net income [removed: could] [added: may] be adversely impacted if our smaller shop tenants are not successful.

A significant percentage of our revenues are derived from smaller shop [added: space] tenants [removed: (those] [added: ("Shop Space Tenants"] occupying less than 10,000 square feet).

[removed: Smaller shop tenants] [added: Shop Space Tenants] may be more vulnerable to negative economic conditions as they have more limited resources than [removed: larger tenants.][added: Anchor Tenants.]

The types of [removed: smaller shop tenants] [added: Shop Space Tenants] vary from retail shops [added: and restaurants] to service providers.

If we are unable to attract the right type or mix of [removed: smaller shop tenants] [added: Shop Space Tenants] into our centers, our [removed: net income could] [added: revenues and cash flow may] be adversely impacted.

At December 31, [removed: 2016, shop space represents] [added: 2017, Shop Space Tenants represent] approximately [removed: 38%] [added: 36%] of our GLA [removed: and is] leased at average base rents of [removed: $31] [added: $32] PSF.

A one-percent decline in our shop space occupancy [removed: could] [added: may] result in a reduction to minimum rent of approximately [removed: $8.6] [added: $4.7] million.

Although minimum rent [removed: is] [added: and recoveries from tenants are] supported by long-term lease contracts, tenants who file bankruptcy have the legal right to reject any or all of their leases and close related stores.

In the event that a tenant with a significant number of leases in our shopping centers files bankruptcy and rejects its leases, we [removed: could] [added: may] experience a significant reduction in our revenues and may not be able to collect all pre-petition amounts owed by [removed: that party.][added: the bankrupt tenant.]

Our real estate assets may [added: decline in value and] be subject to impairment [removed: charges.][added: losses which may reduce our net income.]

Our [removed: long-lived assets, primarily] real estate [removed: held for investment,] [added: properties] are carried at cost unless circumstances indicate that the carrying value of [removed: the] [added: these] assets may not be recoverable.

We evaluate whether there are any indicators, including property operating performance and general market conditions, such that the value of the real estate properties (including any related [removed: amortizable] [added: tangible or] intangible assets or [removed: liabilities)] [added: liabilities and goodwill)] may not be recoverable.

These key assumptions are subjective in nature and [removed: could] [added: may] differ materially from actual results.

Changes in our disposition strategy or changes in the marketplace may alter the holding period of an asset or asset group, which may result in an impairment loss and such loss [removed: could] [added: may] be material to the Company's financial condition or operating performance.

The fair value of real estate assets is subjective and is determined through [added: the use of] comparable sales information and other market data if available, or through use of an income approach such as the direct capitalization method or the traditional discounted cash flow approach.

Changes in [removed: those] [added: these] factors [removed: could] [added: may] impact the determination of fair value.

These subjective assessments have a direct impact on our net income because recording an impairment charge results in an immediate negative adjustment to net [removed: income.][added: income, which may be material.]

Risk Factors Related to the Retail Industry

Economic and market conditions may adversely affect the retail industry and consequently reduce our revenues and cash flow, and increase our operating expenses.

Our properties are leased primarily to retail tenants from whom we derive most of our revenue in the form of minimum rent, expense recoveries and other income.

| • | changes in national, regional and local economic conditions; |

| • | deterioration in the competitiveness and creditworthiness of our retail tenants; |

| • | increased competition from the use of e-commerce by retailers and consumers as well as other concepts such as super-stores and warehouse clubs; |

| • | tenant bankruptcies and subsequent rejections of our leases; |

| • | reductions in consumer spending and retail sales; |

| • | reduced tenant demand for retail space; |

| • | oversupply of retail space; |

| • | increased operating costs; |

| • | perceptions by retailers and shoppers of the safety, convenience and attractiveness of our properties; |

| • | casualties, natural disasters and terrorist attacks; and |

The recent merger of Amazon.com with Whole Foods Market, Inc. highlights the increasing impact of e-commerce on retailers and changes in customer buying habits, including curbside pick-up of items ordered on line and home delivery of food kits, such as Blue Apron and HelloFresh.

Retailers are considering these e-commerce trends when making decisions regarding their bricks and mortar stores and how they will compete and innovate in a rapidly changing e-commerce environment.

Many retailers in our shopping centers provide services or sell goods, which have historically been less likely to be purchased online; however, the continuing increase in e-commerce sales in all retail categories may cause retailers to adjust the size or number of retail locations in the future or close stores.

Changes in shopping trends as a result of the growth in e-commerce may also impact the profitability of retailers that do not adapt to changes in market conditions.

These conditions may adversely impact our results of operations and cash flows if we are unable to meet the needs of our tenants or if our tenants encounter financial difficulties as a result of changing market conditions.

Our business is dependent on perceptions by retailers and shoppers of the safety, convenience and attractiveness of our retail properties.

We are dependent on perceptions by retailers or shoppers of the safety, convenience and attractiveness of our retail properties.

If retailers and shoppers perceive competing retail properties and other retailing options to be safer, more convenient, or of a higher quality, our revenues may be adversely affected.

Changing economic and retail market conditions in geographic areas where our properties are concentrated may reduce our revenues and cash flow.

Properties ("pro-rata basis").

| • | renews at lower rental rates and/or requires a tenant improvement allowance; or |

| • | renews, but reduces its store size, which results in down-time and additional tenant improvement costs to the landlord to release the vacated space. |

Shop Space Tenants are facing reductions in sales as a result of an increase in competition including from e-commerce retailers.

Certain Shop Space Tenants are incorporating e-commerce into their business strategies and may seek to reduce their store sizes upon lease expiration as they adjust to and implement alternative distribution channels.

Any unsecured claim we hold against a bankrupt tenant for unpaid rent might be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims.

As a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold.

Additionally, we may incur significant expense to recover our claim and to release the vacated space.

We are subject to numerous laws and regulations that may adversely affect our operations or expose us to liability.

Our properties are subject to numerous federal, state, and local laws and regulations, some of which may conflict with one another or be subject to varying judicial or regulatory interpretations.

These laws and regulations may include zoning laws, building codes, competition laws, rules and agreements, landlord-tenant laws, property tax regulations, changes in real estate assessments and other laws and regulations generally applicable to business operations.

Noncompliance with such laws and regulations, and any associated litigation may expose us to liability.

We face risks associated with development, redevelopment and expansion of properties.

We actively pursue opportunities for new retail development, or existing property redevelopment or expansion.

| • | a reduction in the demand for new retail space may reduce our future development activities, which in turn may reduce our net operating income; |

| • | a shift in our development and acquisition focus to mixed use properties in very dense urban locations (with or without joint venture or development partners for residential or office components), with differing tenant profiles or mixes, and/or multi-story buildings, all in select cases. |

We face risks associated with the acquisition of properties.

average household incomes and population densities.

Risks Relating to the Merger

The Merger may not be completed on the terms or timeline currently contemplated, or at all.

Although Regency Centers' stockholders and Equity One's stockholders approved the Merger in separate stockholder meetings on February 24, 2017, the completion of the merger is subject to certain conditions, including: (1) approval for listing on the NYSE of the common stock of Regency Centers to be issued in connection with the merger; (2) the registration statement for our shares being issued pursuant to the merger not being the subject of any stop order or proceeding seeking a stop order; (3) no injunction or law prohibiting the merger; (4) accuracy of each party’s representations, subject in most cases to materiality or material adverse effect qualifications; (5) material compliance with each party’s covenants; and (6) receipt by each of Equity One and Regency Centers of an opinion to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and of an opinion that each of Equity One and Regency Centers qualify as a REIT under the Internal Revenue Code of 1986, as amended (the "Code").

Neither Equity One nor Regency Centers can provide assurances that the merger will be consummated on the terms or timeline currently contemplated, or at all.

The exchange ratio is fixed and will not be adjusted in the event of any change in either our or Equity One’s stock prices.

At the effective time of the Merger, each share of Equity One common stock (other than any shares owned directly by Regency Centers or Equity One and in each case not held on behalf of third parties) outstanding immediately prior to the effective time of the merger will be converted into the right to receive 0.45 of a newly issued share of our common stock, with cash paid in lieu of fractional shares.

The exchange ratio is fixed in the merger agreement and will not be adjusted for changes in the market price of either our common stock or Equity One common stock.

Changes in the price of our common stock prior to the merger will affect the market value of the merger consideration that Equity One stockholders will receive on the closing of the merger.

Stock price changes may result from a variety of factors (many of which are beyond the control of Regency Centers and Equity One), including the following factors:

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| --- | --- |

| • | changes in the respective businesses, operations, assets, liabilities and prospects of either company; |

changes in market assessments of the business, operations, financial position and prospects of either company;

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| --- | --- |

| • | market assessments of the likelihood that the merger will be completed; |

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| --- | --- |

| • | interest rates, general market and economic conditions and other factors generally affecting the price of our common stock and Equity One common stock; |

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| --- | --- |

| • | federal, state and local legislation, governmental regulation and legal developments in the businesses in which we and Equity One operate; and |

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| --- | --- |

| • | other factors beyond the control of Regency Centers or Equity One, including those described under this “Risk Factors” heading. |

Our stockholders may be diluted by the merger.

The merger may dilute the ownership position of our stockholders.

Upon completion of the merger, our legacy stockholders will own approximately 62% of the issued and outstanding shares of our common stock, and legacy Equity One stockholders will own approximately 38% of the issued and outstanding shares of our common stock.

Consequently, our stockholders may have less influence over our management and policies after the effective time of the merger than they currently exercise over our management and policies.

Failure to complete the merger could adversely affect our stock price and our future business and financial results.

If the merger is not completed, our ongoing businesses may be adversely affected and we will be subject to numerous risks, including the following:

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| --- | --- |

| • | upon termination of the merger agreement under specified circumstances, Equity One may be required to pay Regency Centers a termination fee of $150 million and we may be required to pay Equity One a termination fee of $240 million; |

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| --- | --- |

| • | we are paying substantial costs relating to the merger, such as legal, accounting, financial advisor, filing, printing and mailing fees and integration preparation costs that have already been incurred or will continue to be incurred until the closing of the merger; |

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| --- | --- |

| • | our management focusing on the merger instead of on pursuing other opportunities that could be beneficial to Regency Centers without realizing any of the benefits of having the merger completed; and |

| • | We achieved pro-rata same property NOI growth, excluding termination fees, of [removed: 3.5%.] [added: 3.6%.] |

[removed: Develop new,] [added: We developed and redeveloped] high quality shopping centers [removed: and redevelop existing centers] at attractive returns on [removed: investment from a disciplined development program.][added: investment:]

| • | [added: In January 2017, we issued] $300.0 million of 4.4% [added: senior unsecured] notes due February 1, 2047, [removed: which priced at 99.110%. The Company used a portion of] the [removed: net] proceeds [added: of which were used] to redeem all of the [removed: outstanding shares of its] [added: $250.0 million] 6.625% Series 6 preferred [removed: shares on February 16, 2017] [added: stock] and [removed: intends to use] [added: reduce] the balance [removed: to fund investment activities and for general corporate purposes.] [added: of our unsecured line of credit (the "Line").] |

| | | December 31, [removed: 2016] [added: 2017] | | December 31, [removed: 2015] [added: 2016] |

| % Leased – Operating [removed: (1)] | | [removed: 96.0%] [added: 96.2%] | | [removed: 95.9%] [added: 96.0%] |

| Anchor space | | [removed: 97.8%] [added: 98.3%] | | [removed: 98.5%] [added: 97.8%] |

| Shop space | | [removed: 93.1%] [added: 92.5%] | | [removed: 91.7%] [added: 93.1%] |

The following table summarizes leasing activity, including [removed: Regency's] [added: our] pro-rata share of activity within the portfolio of our co-investment partnerships:

| | | Leasing Transactions [removed: (1)] [added: (1)(3)] | | SF (in thousands) | | Base Rent PSF (2) | | | | Tenant Improvements PSF (2) | | | | Leasing Commissions PSF (2) | | |

| Renewal | | 84 | | 1,610 | | [removed: $ |] 14.00 | | | [removed: $] | 0.50 | | | [removed: $] | 0.54 | | [added: |]

| Renewal | | 987 | | 1,502 | | [removed: $ |] 31.16 | | | [removed: $] | 1.26 | | | [removed: $] | 3.87 | | [added: |]

| Year ended December 31, [removed: 2015] [added: 2017] | | | | | | | | | | | | | | | | |

[added: |] (1) Number of leasing transactions reported at 100%; all other statistics reported at pro-rata share. [added: | | | | | | | | | | | | | | | | |]

[added: |] (2) Totals for base rent, tenant improvements, and leasing commissions reflect the weighted average PSF. [added: | | | | | | | | | | | | | | | | |]

Total average [added: pro-rata] base rent [removed: signed] on [removed: our] [added: signed] shop space leases [removed: of $30.95 increased in 2016 compared to 2015] [added: during 2017 was $31.68 PSF] and [removed: exceeds] [added: approximates] the [added: pro-rata] average annual base rent of all shop space leases due to expire during the next twelve months of [removed: $28.39 PSF by 9%.][added: $31.72 PSF.]

The following table summarizes our [removed: four] most significant tenants, based on their percentage of annualized base [removed: rent, each of which is a grocery tenant:][added: rent:]

| [removed: Grocery] Anchor | | Number of Stores [removed: (1)] | | Percentage of Company- owned GLA [removed: (2)] [added: (1)] | | Percentage of Annualized Base Rent [removed: (2)] [added: (1)] |

| Publix | | [removed: 41] [added: 69] | | [removed: 5.7%] [added: 6.2%] | | 3.1% |

| Whole Foods | | [removed: 21] [added: 27] | | [removed: 2.5%] [added: 2.2%] | | [removed: 2.5%] [added: 2.3%] |

[removed: (2)] [added: | (1)] Includes Regency's pro-rata share of Unconsolidated Properties and excludes those owned by anchors. [added: | | | | | | |]

Our management team devotes significant time to researching and monitoring [added: retail trends,] consumer preferences, customer shopping behaviors, [removed: alternative] [added: changes in] retail [removed: methods accessible via the Internet,] [added: delivery methods,] and [added: changing] demographics in order to anticipate the challenges and opportunities impacting the retail industry.

We closely monitor the operating performance and rent collections of [removed: the] tenants in our shopping [removed: centers, but also] [added: centers as well as] those retailers experiencing significant changes to their business models as a result of reduced customer traffic in their stores and increased competition from [removed: Internet] [added: e-commerce] sales.

Retailers who are unable to withstand these and other business [removed: pressures, such as operating and financing their business,] [added: pressures] may [removed: approach us to modify their lease agreement or] file [added: for] bankruptcy.

[removed: Also, as] [added: As] a result of our research and findings, we may reduce new leasing, suspend leasing, or curtail [removed: the allowance] [added: allowances] for [removed: the] construction of leasehold improvements within a certain retail category or to a specific retailer in order to reduce our risk from bankruptcies and store closings.

| (in thousands) | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | Change | |

Minimum rent [removed: increased] [added: changed] as follows:

| • | $15.3 million increase from [removed: new] acquisitions of operating properties; and |

Recoveries from tenants [removed: increased] [added: changed] as follows:

| • | $4.2 million increase from [removed: new] acquisitions of operating properties; and |

| (in thousands) | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | Change | |

Depreciation and amortization costs [removed: increased] [added: changed] as follows:

| • | $8.8 million increase from [removed: new] acquisitions of operating properties; and |

Operating and maintenance costs [removed: increased] [added: changed] as follows:

| • | $6.2 million increase from [removed: new] acquisitions of operating properties; and |

Real estate taxes [removed: increased] [added: changed] as follows:

| • | $2.8 million increase from [removed: new] acquisitions of operating properties; and |

Other operating expenses increased $6.2 million primarily due to costs incurred from 2016 acquisition activities, including costs associated with the [removed: announced pending] merger [removed: of] [added: with] Equity One, Inc.

| (in thousands) | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | Change | |

| Interest expense, net | | [removed: 90,712] [added: $] | [added: 90,712] | | | 102,622 | | | (11,910 | ) |

During 2016, we recognized $4.2 million of impairment losses on two operating properties and two land [removed: parcels.][added: parcels, all of which have since been sold.]

During the year ended 2017, we completed the merger with Equity One on March 1, 2017 and acquired 121 properties representing 16.0 million SF of GLA for $5.2 billion, further enhancing the quality of our operating portfolio of retail shopping centers.

The consolidated net assets and results of operations of Equity One are included in the consolidated financial statements from the closing date, March 1, 2017.

We had Net income attributable to common stockholders of $159.9 million, net of $80.7 million of merger costs, as compared to $143.9 million of Net income attributable to common stockholders during the year ended December 31, 2016.

We sustained superior same property NOI growth compared to the average of our shopping center peers:

| • | We executed 1,849 leasing transactions representing 6.3 million pro-rata SF of new and renewal leasing, with trailing twelve month rent spreads of 7.8% on comparable retail operating property spaces. |

| • | At December 31, 2017, our total property portfolio was 95.5% leased, while our same property portfolio was 96.3% leased. |

| • | We started five new developments representing a total investment of $197.5 million upon completion, with projected weighted average returns on investment of 7.3%. |

| • | Including these new projects, a total of 23 properties were in the process of development or redevelopment at December 31, 2017, representing a pro-rata investment upon completion of $543.8 million. |

We maintained a conservative balance sheet providing financial flexibility to cost effectively fund investment opportunities and debt maturities:

| • | On March 1, 2017 in conjunction with the merger with Equity One, we increased the commitment amount of our line to $1.0 billion. |

| • | In June 2017, we issued an additional $125.0 million of 4.4% senior unsecured notes due February 1, 2047, the proceeds of which were used to redeem the $75.0 million of 6.0% Series 7 preferred stock on August 23, 2017, and to reduce the Line balance. |

| • | Also in June 2017, the Company issued an additional $175.0 million of 3.6% senior unsecured public notes due in 2027, with proceeds used to retire $112.0 million of mortgage loans with interest rates ranging from 7.0% to 7.8% on various properties, and to reduce the Line balance. |

| • | At December 31, 2017, our annualized net debt-to-adjusted EBITDA ratio on a pro-rata basis was 5.4x. |

The decline in shop space percent leased is due to the merger with Equity One, which had lower shop space occupancy than Regency.

| New | | 39 | | 895 | | $ | 17.34 | | | $ | 9.71 | | | $ | 4.92 | |

| Renewal | | 87 | | 2,465 | | 14.47 | | | | — | | | | 0.46 | | |

| Total Anchor Leases | | 126 | | 3,360 | | $ | 15.24 | | | $ | 2.59 | | | $ | 1.65 | |

| New | | 548 | | 952 | | $ | 32.45 | | | $ | 12.06 | | | $ | 13.17 | |

| Renewal | | 1,175 | | 2,005 | | 31.31 | | | | 1.02 | | | | 2.40 | | |

| Total Shop Space Leases | | 1,723 | | 2,957 | | $ | 31.68 | | | $ | 4.57 | | | $ | 5.87 | |

| Total Leases | | 1,849 | | 6,317 | | $ | 22.93 | | | $ | 3.52 | | | $ | 3.62 | |

| (3) For the period ending December 31, 2017, amounts include leasing activity of properties acquired from Equity One beginning March 1, 2017. | | | | | | | | | | | | | | | | |

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| (1) Number of leasing transactions reported at 100%; all other statistics reported at pro-rata share. | | | | | | | | | | | | | | | | |

| (2) Totals for base rent, tenant improvements, and leasing commissions reflect the weighted average PSF. | | | | | | | | | | | | | | | | |

| | | December 31, 2017 | | | | |

| Kroger | | 58 | | 6.5% | | 3.1% |

| Albertsons/Safeway | | 46 | | 4.0% | | 2.9% |

| TJX Companies | | 58 | | 3.2% | | 2.4% |

A greater shift to e-commerce, large-scale retail business failures, unemployment, and tight credit markets could negatively impact consumer spending and have an adverse effect on our results of operations.

We seek to mitigate these potential impacts through tenant diversification, re-tenanting weaker tenants with stronger operators, anchoring our centers with market leading grocery stores that drive foot traffic, and maintaining a presence in affluent suburbs and dense infill trade areas.

Any unsecured claim we hold against a bankrupt tenant for unpaid rent might be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims.

As a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold.

Additionally, we may incur significant expense to recover our claim and to release the vacated space.

Tenants who have filed for bankruptcy and continue to occupy space in our shopping centers represent an aggregate of 0.3% of our annual base rent on a pro-rata basis.

Results from operations for the twelve months ended December 31, 2017 reflect the results of our merger with Equity One on March 1, 2017.

| Minimum rent | | $ | 728,078 | | | 444,305 | | | 283,773 | |

| Percentage rent | | 6,635 | | | | 4,128 | | | 2,507 | |

| Recoveries from tenants | | 206,675 | | | | 127,677 | | | 78,998 | |

Pending Merger with Equity One, Inc.

On November 14, 2016, Regency Centers Corporation entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Equity One, Inc. (“Equity One”), pursuant to which, subject to the satisfaction or waiver of certain conditions, Equity One will merge with and into the Regency Centers Corporation, with Regency Centers Corporation being the surviving corporation (the “Merger”).

The combined company will retain the Regency name and continue to trade under the ticker symbol “REG” on the New York Stock Exchange (the “NYSE”).

On the terms and subject to the conditions set forth in the Merger Agreement, which has been unanimously approved by the boards of directors of Regency Centers Corporation and Equity One, at the effective time of the Merger (the “Effective Time”), each share of the common stock, par value $0.01 per share, of Equity One issued and outstanding immediately prior to the Effective Time (other than shares of Equity One owned directly by Equity One or the Regency Centers Corporation and in each case not held on behalf of third parties) will be converted into the right to receive 0.45 of a newly issued share of the common stock of Regency Centers Corporation.

The closing of the Merger is subject to certain conditions, including the requisite approvals from the stockholders of each of Regency Centers Corporation and Equity One (which approvals were received at special meetings of the stockholders of each company held on February 24, 2017), the receipt of certain tax opinions by Regency Centers Corporation and Equity One, and other customary closing conditions.

The Merger is expected to close on March 1, 2017.

However, the Company cannot predict with certainty when, or if, the Merger will be completed because completion of the Merger is subject to conditions beyond the control of the Company.

For more information about the Merger, the Merger Agreement and related agreements, see Note 16 of the Notes to the Consolidated Financial Statements in Item 8 herein.

During 2016, we executed on our strategic objectives to further solidify Regency’s position as a leader among shopping center REITs:

Sustain average annual 3% same property NOI growth from a high-quality, growing portfolio of thriving community and neighborhood shopping centers.

We earn revenues and generate cash flow by leasing space in our shopping centers to grocery stores, major retail anchors, restaurants, side-shop retailers, and service providers, as well as ground leasing or selling out-parcels to these same types of tenants.

We experience growth in revenues by increasing occupancy and rental rates in our existing shopping centers, by acquiring and developing new shopping centers, and by redeveloping shopping centers within our portfolio.

Noteworthy milestones and achievements during 2016 include:

| • | Pro-rata same property percent leased remained high at 96.2% at December 31, 2016. |

| • | We grew rental rates 11.3% on comparable spaces for new and renewal leases. |

| • | We acquired three operating properties for a gross purchase price of $333.8 million. |

We capitalize on our development capabilities, market presence, and anchor relationships by investing in new developments and redevelopments of existing centers.

| • | During 2016, we started $221.4 million of development and redevelopment projects, net of partner funding requirements, with a weighted average projected return of 7.8% upon completion. |

| • | At December 31, 2016, we have six ground-up developments in process, with total expected net development costs of $209.3 million, net of partner funding requirements, and have $97.7 million of net costs to complete. These developments are projected to return 7.4% on capital upon completion and are currently 78.6% leased. |

| • | We also have 15 redevelopments of existing centers in process with total expected net redevelopment costs of $88.4 million, with $59.3 million of costs to complete, and projected incremental returns ranging from 7.0% - 10.0% upon completion. |

Cost-effectively enhance our balance sheet to reduce our cost of capital, provide financial flexibility and weather economic downturns.

We fund acquisitions and development activities from various capital sources including operating cash flows, the sale of operating properties that no longer meet our investment standards, equity offerings, new debt financing, and capital from our co-investment partners.

| • | At December 31, 2016, our net debt-to-core EBITDA ratio on a pro-rata basis for the trailing twelve months was 4.4x versus 5.2x at December 31, 2015. We had $13.3 million of cash and $779.2 million available on our line of credit. |

| • | In June 2016, we settled 1.85 million of the 3.1 million shares of the forward equity offering resulting in net proceeds of $137.5 million, which were used to partially repay the line of credit balance. |

| • | In July 2016, we amended our existing Term Loan, which increased the facility size by $100.0 million to $265.0 million, extended the maturity date to January 5, 2022 and fixed the interest rate at 2.0%. |

| • | In July 2016, we issued 5.0 million shares of common stock resulting in net proceeds of $400.1 million, used to (i) repay in full our $300.0 million 5.875% Senior Unsecured Notes due June 2017 ("$300 million note"), including a make-whole payment, (ii) settle the forward interest rate swaps, and (iii) fund investment activities and general corporate purposes. |

| • | In January 2017, we completed a combined $650 million public offering of two tranches of senior unsecured notes: |

| • | $350.0 million of 3.6% notes due February 1, 2027, which priced at 99.741%. The Company intends to use the net proceeds in connection with the consummation of the previously announced pending merger with Equity One, Inc., including (i) to repay approximately $285.0 million in aggregate principal amount of debt of Equity One, and any related interest, fees and expenses and (ii) to pay transaction expenses related to the pending merger with Equity One. In the event that the merger agreement is not consummated, we will be required to redeem these notes then outstanding at a redemption price equal to 101% of the principal amount to be redeemed plus accrued and unpaid interest, if any. |

Improvements in the economy, combined with historically low levels of new supply and robust tenant demand, allow us to focus on merchandising of our centers to ensure the right mix of operators and unique retailers, which draws more retail customers to our centers.

For the purpose of the following disclosures of occupancy and leasing activity, "anchor space" is considered space greater than or equal to 10,000 SF and "shop space" is less than 10,000 SF.

| | | | | |

(1) Excludes properties in development.

The decline in anchor percent leased is due, in part, to the bankruptcy of Sports Authority and its rejection of two leases at our shopping centers.

See additional discussion below about bankruptcies.

| New | | 15 | | 295 | | $ | 13.81 | | | $ | 5.28 | | | $ | 5.14 | |

| Renewal | | 48 | | 972 | | $ | 11.96 | | | $ | 0.01 | | | $ | 1.08 | |

| Total Anchor Leases (1) | | 63 | | 1,267 | | $ | 12.39 | | | $ | 1.24 | | | $ | 2.03 | |

| New | | 445 | | 724 | | $ | 30.67 | | | $ | 10.35 | | | $ | 13.53 | |

| Renewal | | 950 | | 1,497 | | $ | 30.33 | | | $ | 0.64 | | | $ | 3.92 | |

| Total Shop Space Leases (1) | | 1,395 | | 2,221 | | $ | 30.44 | | | $ | 3.81 | | | $ | 7.06 | |

| • | We have a Line commitment, as further described in Note [removed: 6] [added: 7] to the Consolidated Financial Statements, which has a variable interest rate that is based upon an annual rate of LIBOR plus [removed: 0.925% .] [added: 0.925%.] LIBOR rates charged on our Line change monthly. The spread on the Line is dependent upon maintaining specific credit ratings. If our credit ratings are downgraded, the spread on the Line would increase, resulting in higher interest costs. The interest rate spread based on our credit rating ranges from LIBOR plus 0.875% to LIBOR plus 1.550%. |

The table below presents the principal cash flows, weighted average interest rates of remaining debt, and the fair value of total debt as of December 31, [removed: 2016] [added: 2017] (dollars in thousands).

Although the average interest rate for variable rate debt is included in the table, those rates represent rates that existed as of December 31, [removed: 2016] [added: 2017] and are subject to change on a monthly basis.

Further, the table below incorporates only those exposures that exist as of December 31, [removed: 2016] [added: 2017] and does not consider exposures or positions that could arise after that date.

| | | [removed: 2017 | | | |] 2018 | | | [added: |] 2019 | | | 2020 | | | 2021 | | | [added: 2022 | | |] Thereafter | | | Total | | | Fair Value | |

| Variable rate LIBOR debt | | $ | — | | | [removed: —] [added: 68,569] | | | [removed: 15,000] [added: —] | | | [removed: —] [added: 27,750] | | | — | | | — | | | [removed: 15,000] [added: 96,319] | | | [removed: 14,970] [added: 96,371] | |

| Average interest rate for all variable rate debt (1) | | — | | % | | [removed: —] [added: 2.16] | % | | [removed: 1.41] [added: —] | % | | [removed: —] [added: 2.39] | % | | — | % | | — | % | | [added: —] | | | | |

[added: |] (1) Average interest rates at the end of each year presented. [added: | | | | | | | | | | | | | | | | | | | | | | | | | |]

In addition, the Company continually assesses the market risk for its floating rate debt and believes that a 1% increase in interest rates would decrease future earnings and cash flows by approximately $1.0 million per year based on $36.3 million of floating rate mortgage debt and $60.0 million of floating rate line of credit debt outstanding at December 31, 2017.

If the Company increases its line of credit balance in the future, additional decreases to future earnings and cash flows would occur.

| Fixed rate debt | | $ | 122,867 | | | 22,578 | | | 539,702 | | | 300,427 | | | 582,466 | | | 1,947,384 | | | 3,515,424 | | | 3,586,673 | |

| Average interest rate for all fixed rate debt (1) | | 3.89 | | % | | 3.88 | % | | 3.83 | % | | 3.70 | % | | 3.89 | % | | 3.91 | % | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed rate debt | | $ | 91,618 | | | 62,186 | | | 110,205 | | | 239,047 | | | 288,970 | | | 840,066 | | | 1,632,092 | | | 1,699,730 | |

| Average interest rate for all fixed rate debt (1) | | 4.34 | | % | | 4.27 | % | | 3.99 | % | | 3.67 | % | | 3.25 | % | | 3.78 | % | | | | | | |

Our [removed: centers] [added: properties] are [added: principally] located in [removed: the top markets of 25 states] [added: affluent] and [removed: the District] [added: infill trade areas] of [removed: Columbia,] [added: the United States,] and contain [removed: 37.8] [added: 53.9] million square feet ("SF") of gross leasable area ("GLA").

Our pro-rata [added: ownership] share of this GLA is [removed: 28.7] [added: 44.0] million square feet.

Our mission is to be the preeminent national [removed: grocery-anchored] shopping center [removed: owner] [added: owner, operator,] and [removed: developer through:][added: developer.]

Our strategy [removed: is:][added: is to:]

| • | Develop [removed: new,] and redevelop [removed: existing,] high quality shopping centers at attractive returns on [removed: investment from a disciplined development program;] [added: investment;] |

| • | Maintain [removed: our] [added: a conservative] balance sheet [removed: to provide] [added: providing] financial [removed: flexibility,] [added: flexibility] to cost effectively fund [removed: uses of capital,] [added: investment opportunities] and [added: debt maturities on a favorable basis, and] to weather economic downturns; [removed: and] |

[removed: Environmental] Sustainability

We believe [removed: being an industry leader in] sustainability is in the best interest of our tenants, investors, employees, and the communities in which we [removed: operate.][added: operate and are committed to reducing our environmental impact, including energy and water use, greenhouse gas emissions, and waste.]

We currently have a Green Star rating from the Global Real Estate Sustainability Benchmark, or GRESB, for the [removed: second consecutive year.][added: third]

We are [removed: amongst] [added: among] the largest owners of shopping centers in the nation based on revenues, number of properties, GLA, and market capitalization.

We presently maintain [removed: 18] [added: 21] market offices nationwide, including our corporate headquarters, where we conduct management, leasing, construction, and investment activities.

We have [removed: 371] [added: 446] employees [added: throughout the United States] and we believe that our relations with our employees are good.

| Martin E. Stein, Jr. | [removed: 64] [added: 65] | Chairman and Chief Executive Officer | 1993 |

| Lisa Palmer | [removed: 49] [added: 50] | President and Chief Financial Officer | 2016 (1) |

| Dan M. Chandler, III | [removed: 49] [added: 50] | Executive Vice President of [removed: Development] [added: Investments] | 2016 (2) |

| James D. Thompson | [removed: 61] [added: 62] | Executive Vice President of Operations | 2016 (3) |

[added: |] (1) Ms. Palmer assumed the responsibilities of President, effective January 1, 2016 in addition to her responsibilities as Chief Financial Officer, which she has held since January 2013. [added: Prior to that, Ms. Palmer served as Senior Vice President of Capital Markets since 2003 and has been with the Company since 1996. | | | |]

[added: |] (2) Mr. Chandler assumed the role of Executive Vice President of [removed: Development] [added: Investments] on January 1, 2016 and previously served as [removed: our] Managing Director [removed: - West] since [removed: 2009.][added: 2006. Prior to that, Mr. Chandler served in various investment officer positions since the merger with Pacific Retail Trust in 1999. | | | |]

[added: |] (3) Mr. Thompson assumed the role of Executive Vice President of Operations on January 1, 2016 and previously served as our Managing Director - East since our initial public offering in 1993. [added: Prior to that time, Mr. Thompson served as Executive Vice President of our predecessor real estate division beginning in 1981. | | | |]

We offer a dividend reinvestment plan (“DRIP”) that enables our [removed: stockholders] [added: shareholders] to reinvest dividends automatically, as well as to make voluntary cash payments toward the purchase of additional shares.

Annual Meeting [added: of Shareholders]

on Thursday, April [removed: 27, 2017.][added: 26, 2018.]

| • | Same Property information is provided for [added: retail] operating properties that were owned and operated for the entirety of both calendar year periods being compared and excludes Non-Same Properties and Properties in Development. |

| • | A Non-Same Property is a property acquired, sold, or a [removed: development completion] [added: Development Completion] during either calendar year period being compared. [removed: Corporate] [added: Non-retail properties and corporate] activities, including [removed: the] [added: activities of our] captive insurance company, are part of Non-Same Property. |

| • | Property In Development includes land or [removed: properties] [added: Retail Operating Properties] in various stages of development and redevelopment including active pre-development activities. |

| • | Development Completion is a [removed: project in] development [added: project] that is deemed complete upon the earliest of: (i) 90% of total estimated net development costs have been incurred and percent leased equals or exceeds 95%, or (ii) the project features at least two years of anchor operations, or (iii) three years have passed since the start of construction. Once deemed complete, the property is termed [removed: an] [added: a Retail] Operating Property. |

| • | Pro-Rata information includes 100% of our consolidated properties plus our [added: economic share (based on our] ownership [removed: interest] [added: interest)] in our unconsolidated real estate investment partnerships. |

The partners are entitled to profit or loss allocations and distributions of cash flows according to the operating agreements, which provide for such [removed: allocations according to their invested capital.]

| • | Other companies in our industry may calculate their pro-rata interest differently, limiting the [removed: usefulness as a comparative measure.] [added: comparability of pro-rata information.] |

| • | [removed: Core] [added: Adjusted] EBITDA is defined as earnings before interest, taxes, depreciation and amortization, real estate gains and losses, [removed: and] development and acquisition pursuit [removed: costs.] [added: costs, straight line rental income, and above and below market rent amortization.] |

| • | Fixed Charge Coverage Ratio is defined as [removed: Core] [added: Adjusted] EBITDA divided by the sum of the gross interest and scheduled mortgage principal paid to our lenders plus dividends paid to our preferred stockholders. |

| • | Net Operating Income ("NOI") is the sum of minimum rent, percentage rent and recoveries from tenants and other income, less operating and maintenance, real estate taxes, and provision for doubtful accounts. NOI excludes [removed: straight-] [added: straight-line rental income and expense, above and below market rent and ground rent amortization and other fees. The Company also provides disclosure of NOI excluding termination fees, which excludes both termination fee income and expenses.] |

| • | NAREIT Funds from Operations ("NAREIT FFO") is a commonly used measure of REIT performance, which the National Association of Real Estate Investment Trusts ("NAREIT") defines as net income, computed in accordance with GAAP, excluding gains and losses from sales of depreciable property, net of tax, excluding operating real estate impairments, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. We compute NAREIT FFO for all periods presented in accordance with NAREIT's definition. Many companies use different depreciable lives and methods, and real estate values historically fluctuate with market conditions. Since NAREIT FFO excludes depreciation and amortization and gains and losses from depreciable property dispositions, and impairments, it provides a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, NAREIT FFO is a supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated from operating activities in accordance with GAAP; and, therefore, should not be considered a substitute measure of cash flows from operations. [added: The Company provides a reconciliation of Net Income (Loss) Attributable to Common Stockholders to NAREIT FFO.] |

| • | Core FFO is an additional performance measure used by Regency as the computation of NAREIT FFO includes certain [removed: non-cash and] non-comparable items that affect the Company's period-over-period performance. Core FFO excludes from NAREIT [removed: FFO, but is not limited to:] [added: FFO:] (a) transaction related [removed: gains,] income or expense; (b) impairments on land; (c) gains or losses from the early extinguishment of debt; and (d) other [removed: non-core] amounts as they occur. The Company provides a reconciliation of NAREIT FFO to Core FFO. |

Regency Centers began its operations as a publicly-traded REIT in 1993, and, as of December 31, 2017, had full or partial ownership interests in 426 retail properties primarily anchored by market leading grocery stores.

On March 1, 2017, Regency completed its merger with Equity One Inc. ("Equity One"), whereby Equity One merged with and into Regency, with Regency continuing as the surviving public company.

Under the terms of the Merger Agreement, each Equity One stockholder received 0.45 of a newly issued share of Regency common stock for each share of Equity One common stock owned immediately prior to the effective time of the merger resulting in approximately 65.5 million shares being issued to effect the merger.

As part of the merger, Regency acquired 121 properties representing 16.0 million SF of GLA, including 8 properties held through co-investment partnerships.

| • | Own and manage an unequaled portfolio of high-quality neighborhood and community shopping centers anchored by market leading grocers and located in affluent suburban and near urban trade areas in the country’s most desirable metro areas. We expect that this combination will produce highly desirable and attractive centers with best-in-class retailers. These centers should command higher rental and occupancy rates resulting in excellent prospects to grow net operating income ("NOI"); |

| • | Maintain an industry leading and disciplined development and redevelopment platform to deliver exceptional retail centers at higher returns as compared to acquisitions; |

| • | Support our business activities with a strong balance sheet; and |

| • | Engage a talented, dedicated team of employees, who are guided by Regency’s strong values and special culture, which are aligned with shareholder interests. |

Key goals to achieve our strategy are to:

| • | Sustain superior same property NOI growth compared to our shopping center peers; |

| • | Attract and motivate an exceptional team of employees who operate efficiently and are recognized as industry leaders; and |

| • | Generate reliable growth in earnings per share, funds from operations per share, and most importantly total shareholder returns that consistently rank at or near the top of shopping center REITS. |

consecutive year.

Our 2018 annual meeting of shareholders will be held at the Ponte Vedra Inn and Club, 200 Ponte Vedra Blvd., Ponte Vedra Beach, Florida, at 10:30 a.m.

| • | A Retail Operating Property is any property where the majority of the income is generated from retail uses, and is not termed a Property in Development. |

allocations according to their invested capital.

Regency Centers began its operations as a publicly-traded REIT in 1993, and, as of December 31, 2016, owns direct or partial interests in 307 shopping centers, the majority of which are grocery-anchored community and neighborhood centers.

| | |

| --- | --- |

| • | First-rate performance of our exceptionally merchandised and located national portfolio; |

| | |

| --- | --- |

| • | Value-enhancing services from an accomplished team of professionals in the business; and |

| | |

| --- | --- |

| • | Creation of superior growth in shareholder value. |

| | |

| --- | --- |

| • | Sustain average annual 3% same property NOI growth from a high-quality, growing portfolio of thriving community and neighborhood shopping centers; |

| | |

| --- | --- |

| | |

| --- | --- |

| | |

| --- | --- |

| • | Engage a talented and dedicated team with high standards of integrity that operates efficiently and is recognized as a leader in the real estate industry. |

We expect to execute our strategy as follows:

Sustain average annual 3% same property NOI growth from a high-quality, growing portfolio of thriving community and neighborhood shopping centers:

| | |

| --- | --- |

| • | Own and develop centers that are located at key corners in our nation’s most attractive metro areas; |

| | |

| --- | --- |

| • | Target trade areas characterized by their strong demographics and consumer buying power, and draw shoppers to our centers with highly productive anchor tenants; |

| | |

| --- | --- |

| • | Attract the best national, regional and local retailers and restaurants; |

| | |

| --- | --- |

| • | Pursue initiatives that reinforce the underlying quality of our portfolio and maximize long-term growth such as “Fresh Look®,” an operating philosophy that guides our merchandising and place-making programs; |

| | |

| --- | --- |

| • | Fortify future NOI growth by rigorously reviewing our portfolio to identify and sell operating properties that no longer meet our investment standards; and |

| | |

| --- | --- |

| • | Opportunistically upgrade our portfolio by acquiring high quality shopping centers with meaningful upside in NOI growth funded from the sale of operating properties that no longer meet our investment standards. |

[removed: Except for the matter noted below, we] [added: We] are not currently involved in any [removed: litigation] [added: litigation,] nor to our [removed: knowledge,] [added: knowledge] is any litigation threatened against us, the outcome of which would, in our judgment based on information currently available to us, have a material adverse effect on our financial position or results of operations.

After the announcement of the merger agreement on November 14, 2016, a putative class action was filed on behalf of a purported stockholder in the Circuit Court for Duval County, Florida, under the following caption: Robert Garfield on Behalf of Himself and All Others Similarly Situated vs. Regency Centers Corporation, Martin E.

Stein, Jr., John C.

Schweitzer, Raymond L.

Bank, Bryce Blair, C.

Ronald Blankenship, J.

Dix Druce, Jr., Mary Lou Fiala, David P.

O'Connor, and Thomas G.

Wattles, No. 16-2017-CA-000688-XXXX-MA, filed February 3, 2017.

The class action alleges, among other matters, that the definitive joint proxy statement/prospectus filed by Regency and Equity One with the Securities and Exchange Commission (the “SEC”) on January 24, 2017 (the “Joint Proxy Statement/Prospectus”) omitted certain material information in connection with the Merger.

The complainant seeks various remedies, including injunctive relief to prevent the consummation of the Merger unless certain allegedly material information is disclosed and seeking compensatory and rescissory damages in the event the Merger is consummated without such disclosures.

On February 17, 2017, the defendants entered into a stipulation of settlement with respect to the class action, pursuant to which the parties have agreed, among other things, that Regency will make certain supplemental disclosures.

The supplemental disclosures were made by Regency in the Current Report on Form 8-K filed by Regency with the SEC on February 17, 2017.

The supplemental disclosures should be read in conjunction with the Joint Proxy Statement/Prospectus, which should be read in its entirety.

Regency believes that the class action is without merit and that no supplemental disclosure is or was required to the Joint Proxy Statement/Prospectus under any applicable rule, statute, regulation or law.

However, to, among other things, eliminate the burden, inconvenience, expense, risk and disruption of further litigation, Regency has determined to provide supplemental disclosures.

Additional information regarding the stipulation of settlement may be found in the Current Report on Form 8-K as filed with the SEC on February 17, 2017.

For the fiscal year ended December 31, [removed: 2016][added: 2017]

| FLORIDA (REGENCY CENTERS CORPORATION) | [removed: ] [added: ] | 59-3191743 |

Regency Centers Corporation [removed: x] [added: YES o NO o] Regency Centers, L.P. [removed: x][added: YES o NO o]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.

See the definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting [added: company,” and “emerging growth] company” in Rule 12b-2 of the Exchange Act.

| Large accelerated filer | x | [removed: |] Accelerated filer | o | [added: Emerging growth company | o |]

| Non-accelerated filer | o | [removed: |] Smaller reporting company | o | [added: | |]

| Large accelerated filer | o | [removed: |] Accelerated filer | x | [added: Emerging growth company | o |]

| Non-accelerated filer | o | [removed: |] Smaller reporting company | o | [added: | |]

Regency Centers Corporation [removed: $8.2] [added: $9.3] billion Regency Centers, L.P. N/A

The number of shares outstanding of the Regency Centers Corporation’s [removed: voting] common stock was [removed: 104,704,642] [added: 170,794,466] as of February [removed: 24, 2017.][added: 23, 2018.]

Portions of Regency Centers Corporation's proxy statement in connection with its [removed: 2017] [added: 2018] Annual Meeting of Stockholders are incorporated by reference in Part III.

This report combines the annual reports on Form 10-K for the year ended December 31, [removed: 2016] [added: 2017] of Regency Centers Corporation and Regency Centers, L.P. Unless stated otherwise or the context otherwise requires, references to “Regency Centers Corporation” or the “Parent Company” mean Regency Centers Corporation and its controlled subsidiaries; and references to “Regency Centers, L.P.” or the “Operating Partnership” mean Regency Centers, L.P. and its controlled subsidiaries.

As of December 31, [removed: 2016,] [added: 2017,] the Parent Company owned [removed: all of the Preferred Units of the Operating Partnership and] approximately [removed: 99.9%] [added: 99.8%] of the Units in the Operating Partnership.

The Company believes it is important to understand the [removed: few] [added: key] differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company.

[removed: The] [added: Except for the $500 million of unsecured public and private placement debt assumed with the Equity One merger on March 1, 2017, the] Parent Company does not hold any indebtedness, but guarantees all of the unsecured [removed: public] debt of the Operating Partnership.

The Operating Partnership's capital includes general and limited common Partnership [removed: Units, and Preferred Units owned by the Parent Company.][added: Units.]

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| 4. | [Mine Safety [removed: Disclosures](#s91623B18435964CCD6B54EDF7587C6F0)] [added: Disclosures](#s621CE764313BFB87D8F9BCAA20902777)] | [removed: [34](#s91623B18435964CCD6B54EDF7587C6F0)] [added: [34](#s621CE764313BFB87D8F9BCAA20902777)] |

| 5. | [Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#s47745F57FEEEB83A59CE4EDF759866EB)] [added: Securities](#sC90D5EC5D2C80143A11CBCAA20999729)] | [removed: [34](#s47745F57FEEEB83A59CE4EDF759866EB)] [added: [34](#sC90D5EC5D2C80143A11CBCAA20999729)] |

| 6. | [Selected Financial [removed: Data](#sF1E71B4E24736F28B0E24EDF75BFE777)] [added: Data](#sDD372570A6AAB0A5E44BBCAA20BB2B92)] | [removed: [37](#sF1E71B4E24736F28B0E24EDF75BFE777)] [added: [37](#sDD372570A6AAB0A5E44BBCAA20BB2B92)] |

| 7. | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sF3F034F8D1C90EED73244EDF760A9A2A)] [added: Operations](#sF27D718660513F60FE73BCAA20FD6264)] | [removed: [41](#sF3F034F8D1C90EED73244EDF760A9A2A)] [added: [41](#sF27D718660513F60FE73BCAA20FD6264)] |

| 7A. | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sBA306D370ADFAF6E49F34EDF780AF0C5)] [added: Risk](#s4FE9438F08F5516D026ABCAA2304C64C)] | [removed: [64](#sBA306D370ADFAF6E49F34EDF780AF0C5)] [added: [64](#s4FE9438F08F5516D026ABCAA2304C64C)] |

| 8. | [Consolidated Financial Statements and Supplementary [removed: Data](#s999E54D64E2BB8D08F5D4EDF783F9542)] [added: Data](#s113A03507F6EF1BC3612BCAA23230646)] | [removed: [66](#s999E54D64E2BB8D08F5D4EDF783F9542)] [added: [65](#s113A03507F6EF1BC3612BCAA23230646)] |

| 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s317B8E4125BE9768126D4EDF819B154B)] [added: Disclosure](#s1E8E52C47CB33636262EBCAA310DA59D)] | [removed: [135](#s317B8E4125BE9768126D4EDF819B154B)] [added: [139](#s1E8E52C47CB33636262EBCAA310DA59D)] |

| 9A. | [Controls and [removed: Procedures](#sF8A08D0C11074204D1BB4EDF81CDD2DA)] [added: Procedures](#sDA1E29BD802937876320BCAA3125F662)] | [removed: [135](#sF8A08D0C11074204D1BB4EDF81CDD2DA)] [added: [139](#sDA1E29BD802937876320BCAA3125F662)] |

| 9B. | [Other [removed: Information](#sD3AE3AC915A0B93BA82D4EDF81EB5D74)] [added: Information](#s566A8CDD0BABBDC0B675BCAA3156A8B0)] | [removed: [136](#sD3AE3AC915A0B93BA82D4EDF81EB5D74)] [added: [140](#s566A8CDD0BABBDC0B675BCAA3156A8B0)] |

| 10. | [Directors, Executive Officers, and Corporate [removed: Governance](#s9969A6CEDB5084AB8A1B4EDF823F16B0)] [added: Governance](#s29EC8DE8E9A0D0D4A447BCAA31ABA97A)] | [removed: [136](#s9969A6CEDB5084AB8A1B4EDF823F16B0)] [added: [140](#s29EC8DE8E9A0D0D4A447BCAA31ABA97A)] |

| 11. | [Executive [removed: Compensation](#s533C24F85B589C5C54534EDF8272282A)] [added: Compensation](#sBB48EA490B8E4B1C1814BCAA31CB36C8)] | [removed: [136](#s533C24F85B589C5C54534EDF8272282A)] [added: [140](#sBB48EA490B8E4B1C1814BCAA31CB36C8)] |

| 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sAFC51487E07BA3C751AB4EDF8292F34E)] [added: Matters](#sED12B4723C7FB66043C7BCAA31FEEB2E)] | [removed: [137](#sAFC51487E07BA3C751AB4EDF8292F34E)] [added: [141](#sED12B4723C7FB66043C7BCAA31FEEB2E)] |

| 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s3A918352EFD5077678364EDF82C65332)] [added: Independence](#sA1A510A1486D161BCFC5BCAA322091B5)] | [removed: [137](#s3A918352EFD5077678364EDF82C65332)] [added: [141](#sA1A510A1486D161BCFC5BCAA322091B5)] |

| 14. | [Principal Accountant Fees and [removed: Services](#s43CE03BBC8B0E9437EAB4EDF82E56FAC)] [added: Services](#sCE3A2FD7626FC6458B9FBCAA32511948)] | [removed: [137](#s43CE03BBC8B0E9437EAB4EDF82E56FAC)] [added: [141](#sCE3A2FD7626FC6458B9FBCAA32511948)] |

| 15. | [Exhibits and Financial Statement [removed: Schedules](#s28F8CD300F747BABA0A54EDF83399FEA)] [added: Schedules](#sC55F0DED996872C19814BCAA32A52A94)] | [removed: [138](#s28F8CD300F747BABA0A54EDF83399FEA)] [added: [142](#sC55F0DED996872C19814BCAA32A52A94)] |

10-K 1 reg10-k123117.htm 10-K-123117

Regency Centers Corporation x Regency Centers, L.P x

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If an emerging growth company, indicate by check mark if the registrant has elected not to 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.

The Operating Partnership is also the co-issuer and guarantees the $500 million of debt of the Parent Company assumed in the Equity One merger.

| 1. | [Business](#sECE8D28B57953291B5E0BCAA1F3C5C86) | [1](#sECE8D28B57953291B5E0BCAA1F3C5C86) |

| 2. | [Properties](#s113B54A5A39BBDD6BE83BCAA1FC28C1A) | [17](#s113B54A5A39BBDD6BE83BCAA1FC28C1A) |

| 16. | [Signatures](#sDAFB3C2A548B53206450BCAA32C69A83) | [148](#sDAFB3C2A548B53206450BCAA32C69A83) |

10-K 1 reg10-k123116.htm 10-K

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| 6.625% Series 6 Cumulative Redeemable Preferred Stock, $.01 par value | | New York Stock Exchange |

| 6.000% Series 7 Cumulative Redeemable Preferred Stock, $.01 par value | | New York Stock Exchange |

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The Preferred Units owned by the Parent Company are eliminated in consolidation in the accompanying consolidated financial statements of the Parent Company and are classified as preferred units of general partner in the accompanying consolidated financial statements of the Operating Partnership.

| 1. | [Business](#sC743D77F35CECA7F5D1E4EDF73999CD3) | [1](#sC743D77F35CECA7F5D1E4EDF73999CD3) |

| 2. | [Properties](#s088157F491130714FDDD4EDF742263E2) | [21](#s088157F491130714FDDD4EDF742263E2) |

| 16. | [Signatures](#sF81E24BDD47CFFAB731D4EDF836A0C9D) | [143](#sF81E24BDD47CFFAB731D4EDF836A0C9D) |

Pending Merger with Equity One, Inc.

On November 14, 2016, Regency Centers Corporation entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Equity One, Inc. (“Equity One”), pursuant to which, subject to the satisfaction or waiver of certain conditions, Equity One will merge with and into the Regency Centers Corporation, with Regency Centers Corporation being the surviving corporation (the “Merger”).

The combined company will retain the Regency name and continue to trade under the ticker symbol “REG” on the New York Stock Exchange (the “NYSE”).

On the terms and subject to the conditions set forth in the Merger Agreement, which has been unanimously approved by the boards of directors of Regency Centers Corporation and Equity One, at the effective time of the Merger (the “Effective Time”), each share of the common stock, par value $0.01 per share, of Equity One issued and outstanding immediately prior to the Effective Time (other than shares of Equity One owned directly by Equity One or the Regency Centers Corporation and in each case not held on behalf of third parties) will be converted into the right to receive 0.45 of a newly issued share of the common stock of Regency Centers Corporation.

The closing of the Merger is subject to certain conditions, including the requisite approvals from the stockholders of each of Regency Centers Corporation and Equity One (which approvals were received at special meetings of the stockholders of each company held on February 24, 2017), the receipt of certain tax opinions by Regency Centers Corporation and Equity One, and other customary closing conditions.

The Merger is expected to close on March 1, 2017.

However, the Company cannot predict with certainty when, or if, the Merger will be completed because completion of the Merger is subject to conditions beyond the control of the Company.

For more information about the Merger, the Merger Agreement and related agreements, see note 16 of the Notes to the Consolidated Financial Statements in Item 8 herein.

| | | December 31, [removed: 2016] [added: 2017] | | | | | | | | | | | | December 31, [removed: 2015] [added: 2016] | | | | | | | | | | |

| California | | [removed: 43] [added: 56] | | | [removed: 5,734] [added: 8,549] | | | [removed: 24.0] [added: 22.1] | % | | [removed: 97.7] [added: 96.5] | % | | [removed: 42] [added: 43] | | | [removed: 5,619] [added: 5,734] | | | [removed: 24.1] [added: 24.0] | % | | [removed: 95.6] [added: 97.7] | % |

| Florida | | [removed: 37] [added: 96] | | | [removed: 4,167] [added: 11,255] | | | [removed: 17.4] [added: 29.1] | % | | [removed: 93.6] [added: 94.7] | % | | [removed: 39] [added: 37] | | | [removed: 4,214] [added: 4,168] | | | [removed: 18.1] [added: 17.4] | % | | [removed: 94.7] [added: 93.6] | % |

| Texas | | 23 | | | [removed: 3,014] [added: 3,018] | | | [removed: 12.6] [added: 7.8] | % | | [removed: 96.0] [added: 97.4] | % | | [removed: 22] [added: 23] | | | [removed: 2,716] [added: 3,014] | | | [removed: 11.7] [added: 12.6] | % | | [removed: 97.6] [added: 96.0] | % |

| Georgia | | [removed: 15] [added: 21] | | | [removed: 1,395] [added: 2,047] | | | [removed: 5.8] [added: 5.3] | % | | [removed: 93.8] [added: 95.2] | % | | 15 | | | [removed: 1,392] [added: 1,395] | | | [removed: 6.0] [added: 5.8] | % | | [removed: 92.9] [added: 93.8] | % |

| Colorado | | 14 | | | 1,146 | | | [removed: 4.8] [added: 3.0] | % | | [removed: 93.8] [added: 97.2] | % | | [removed: 15] [added: 14] | | | [removed: 1,266] [added: 1,146] | | | [removed: 5.4] [added: 4.8] | % | | [removed: 91.3] [added: 93.8] | % |

| North Carolina | | 10 | | | 895 | | | [removed: 3.8] [added: 2.3] | % | | [removed: 96.2] [added: 97.0] | % | | 10 | | | 895 | | | 3.8 | % | | [removed: 95.8] [added: 96.2] | % |

| Ohio | | 8 | | | [removed: 1,184] [added: 1,196] | | | [removed: 4.9] [added: 3.1] | % | | [removed: 98.4] [added: 99.5] | % | | 8 | | | [removed: 1,164] [added: 1,184] | | | [removed: 5.0] [added: 4.9] | % | | [removed: 98.6] [added: 98.4] | % |

| Virginia | | [removed: 7] [added: 8] | | | [removed: 1,233] [added: 1,420] | | | [removed: 5.2] [added: 3.7] | % | | [removed: 87.5] [added: 86.3] | % | | [removed: 6] [added: 7] | | | [removed: 841] [added: 1,233] | | | [removed: 3.6] [added: 5.2] | % | | [removed: 96.2] [added: 87.5] | % |

| Oregon | | 7 | | | 741 | | | [removed: 3.1] [added: 1.9] | % | | [removed: 93.3] [added: 94.8] | % | | 7 | | | [removed: 742] [added: 741] | | | [removed: 3.2] [added: 3.1] | % | | [removed: 87.9] [added: 93.3] | % |

| Washington | | [removed: 6] [added: 7] | | | [removed: 672] [added: 825] | | | [removed: 2.8] [added: 2.1] | % | | [removed: 99.3] [added: 99.4] | % | | [removed: 5] [added: 6] | | | [removed: 606] [added: 672] | | | [removed: 2.6] [added: 2.8] | % | | [removed: 98.7] [added: 99.3] | % |

| Illinois | | [removed: 5] [added: 6] | | | [removed: 817] [added: 1,069] | | | [removed: 3.4] [added: 2.8] | % | | [removed: 98.7] [added: 88.3] | % | | 5 | | | 817 | | | [removed: 3.5] [added: 3.4] | % | | [removed: 98.2] [added: 98.7] | % |

| Missouri | | 4 | | | 408 | | | [removed: 1.7] [added: 1.1] | % | | [removed: 99.5] [added: 99.7] | % | | 4 | | | 408 | | | [removed: 1.8] [added: 1.7] | % | | [removed: 100.0] [added: 99.5] | % |

| Massachusetts | | [removed: 3] [added: 9] | | | [removed: 516] [added: 907] | | | [removed: 2.2] [added: 2.3] | % | | [removed: 95.5] [added: 99.1] | % | | 3 | | | 516 | | | 2.2 | % | | [removed: 96.1] [added: 95.5] | % |

| Tennessee | | 3 | | | 317 | | | [removed: 1.3] [added: 0.8] | % | | [removed: 96.3] [added: 97.6] | % | | 3 | | | 317 | | | [removed: 1.4] [added: 1.3] | % | | [removed: 96.1] [added: 96.3] | % |

| Connecticut | | [removed: 3] [added: 14] | | | [removed: 316] [added: 1,458] | | | [removed: 1.3] [added: 3.8] | % | | [removed: 94.7] [added: 96.9] | % | | 3 | | | [removed: 315] [added: 316] | | | [removed: 1.4] [added: 1.3] | % | | [removed: 96.3] [added: 94.7] | % |

| Pennsylvania | | 3 | | | 317 | | | [removed: 1.3] [added: 0.8] | % | | [removed: 94.7] [added: 93.2] | % | | 3 | | | [removed: 311] [added: 317] | | | 1.3 | % | | [removed: 98.4] [added: 94.7] | % |

| Indiana | | 1 | | | 254 | | | [removed: 1.1] [added: 0.7] | % | | [removed: 97.9] [added: 97.7] | % | | [removed: 3] [added: 1] | | | [removed: 281] [added: 254] | | | [removed: 1.2] [added: 1.1] | % | | [removed: 93.8] [added: 97.9] | % |

| Arizona | | [removed: 1] [added: —] | | | [removed: 36] [added: —] | | | [removed: 0.1] [added: —] | % | | [removed: 60.4] [added: —] | % | | [removed: 2] [added: 1] | | | [removed: 274] [added: 36] | | | [removed: 1.2] [added: 0.1] | % | | [removed: 92.7] [added: 60.4] | % |

| Delaware | | 1 | | | 232 | | | [removed: 1.0] [added: 0.6] | % | | [removed: 93.6] [added: 95.6] | % | | 1 | | | 232 | | | 1.0 | % | | [removed: 90.1] [added: 93.6] | % |

| Maryland | | [removed: 1] [added: 3] | | | [removed: 117] [added: 372] | | | [removed: 0.5] [added: 1.0] | % | | [removed: 97.9] [added: 86.6] | % | | 1 | | | [removed: 113] [added: 117] | | | 0.5 | % | | [removed: 96.1] [added: 97.9] | % |

| Michigan | | 1 | | | 97 | | | [removed: 0.4] [added: 0.3] | % | | [removed: 97.1] [added: 98.6] | % | | 1 | | | 97 | | | 0.4 | % | | [removed: 95.7] [added: 97.1] | % |

| New York | | [removed: 1] [added: 9] | | | [removed: 105] [added: 1,198] | | | [removed: 0.4] [added: 3.1] | % | | [removed: —%] [added: 99.0] | [added: %] | | [removed: —] [added: 1] | | | [removed: —] [added: 105] | | | [removed: —%] [added: 0.4] | [added: %] | | —% | |

| New Jersey | | 1 | | | 218 | | | [removed: 0.9] [added: 0.6] | % | | [removed: 65.9] [added: 86.7] | % | | [removed: —] [added: 1] | | | [removed: —] [added: 218] | | | [removed: —%] [added: 0.9] | [added: %] | | [removed: —%] [added: 65.9] | [added: %] |

| South Carolina | | [removed: —] [added: 1] | | | [removed: —] [added: 80] | | | [removed: —%] [added: 0.5] | [added: %] | | [removed: —%] [added: 100.0] | [added: %] | | 1 | | | [removed: 59] [added: 80] | | | [removed: 0.2] [added: 0.6] | % | | 100.0 | % |

Certain Consolidated Properties are encumbered by mortgage loans of [removed: $467.1] [added: $636.7] million, excluding debt [added: issuance costs and] premiums and discounts, as of December 31, [removed: 2016.][added: 2017.]

The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is [removed: $19.70] [added: $21.01] and [removed: $18.95] [added: $19.70] per square foot ("PSF") as of December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] respectively.

| | | December 31, [removed: 2016] [added: 2017] | | | | | | | | [added: | | | |] December 31, [removed: 2015] [added: 2016] | | | | | | | [added: | | | |]

| Location | | Number of Properties | | [added: |] GLA (in thousands) | | [added: |] Percent of Total GLA | | [added: |] Percent Leased | | [added: |] Number of Properties | | [added: |] GLA (in thousands) | | [added: |] Percent of Total GLA | | [added: |] Percent Leased | [added: |]

Certain Unconsolidated Properties are encumbered by mortgage loans of [removed: $1.3] [added: $1.5] billion, excluding debt [added: issuance costs and] premiums and discounts, as of December 31, [removed: 2016.][added: 2017.]

The weighted average annual effective rent for the unconsolidated portfolio of properties, net of tenant concessions, is [removed: $19.25] [added: $20.63] and [removed: $18.81] [added: $19.25] PSF as of December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] respectively.

The following table summarizes the largest tenants occupying our shopping centers for Consolidated Properties plus our pro-rata share of Unconsolidated Properties, as of December 31, [removed: 2016,] [added: 2017,] based upon a percentage of total annualized base rent (GLA and dollars in thousands):

| Tenant | | GLA | | Percent of Company Owned GLA | | Annualized Base Rent | | | [added: |] Percent of Annualized Base Rent | | Number of Leased Stores | [removed: | Anchor Owned Stores (1) |]

| H.E.B. | | 344 | | [removed: 1.2%] [added: 0.8%] | | 5,762 | | | [removed: 1.0%] | [removed: | 5] [added: 0.6%] | | [removed: —] [added: 5] |

| Trader Joe's | | [removed: 179] [added: 252] | | 0.6% | | [removed: 4,995 |] [added: 7,667] | | [removed: 0.9%] | | [removed: 19] [added: 0.9%] | | [removed: —] [added: 25] |

| Ross Dress For Less | | [removed: 306 |] [added: 564] | [removed: 1.1%] | [added: 1.3%] | [removed: 4,982] | [added: 8,072] | | [removed: 0.9%] | | [removed: 16] [added: 0.9%] | | [removed: —] [added: 24] |

| Wells Fargo Bank | | [removed: 85] [added: 133] | | 0.3% | | [removed: 4,416 |] [added: 6,465] | | [removed: 0.8%] | | [removed: 41] [added: 0.7%] | | [removed: —] [added: 54] |

| JPMorgan Chase Bank | | [removed: 64] [added: 109] | | 0.2% | | [removed: 3,995 |] [added: 5,855] | | [removed: 0.7%] | | [removed: 25] [added: 0.7%] | | [removed: —] [added: 36] |

| Dick's Sporting Goods | | [removed: 267] [added: 417] | | 0.9% | | [removed: 3,441 |] [added: 6,520] | | [removed: 0.6%] | | [removed: 5] [added: 0.7%] | | [removed: —] [added: 8] |

Our leases for tenant space under 10,000 square feet generally have [added: initial] terms ranging from three to seven years.

| Louisiana | | 5 | | | 753 | | | 1.9 | % | | 94.2 | % | | — | | | — | | | — | % | | — | % |

| South Carolina | | 1 | | | 51 | | | 0.1 | % | | 71.2 | % | | — | | | — | | | —% | | | —% | |

| Total | | 311 | | | 38,743 | | | 100.0 | % | | 95.5 | % | | 198 | | | 23,932 | | | 100.0 | % | | 94.8 | % |

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| California | | 21 | | | 2,791 | | | 18.4 | % | | 97.0 | % | | 20 | | | 2,652 | | | 19.1 | % | | 97.5 | % |

| Virginia | | 18 | | | 2,554 | | | 16.9 | % | | 94.3 | % | | 18 | | | 2,551 | | | 18.3 | % | | 95.1 | % |

| North Carolina | | 8 | | | 1,326 | | | 8.8 | % | | 91.6 | % | | 8 | | | 1,275 | | | 9.2 | % | | 95.3 | % |

| Maryland | | 11 | | | 1,184 | | | 7.8 | % | | 95.8 | % | | 11 | | | 1,182 | | | 8.5 | % | | 96.1 | % |

| Florida | | 10 | | | 1,040 | | | 6.9 | % | | 97.4 | % | | 7 | | | 729 | | | 5.2 | % | | 98.4 | % |

| Texas | | 7 | | | 933 | | | 6.2 | % | | 97.4 | % | | 7 | | | 932 | | | 6.7 | % | | 98.4 | % |

| Colorado | | 5 | | | 836 | | | 5.5 | % | | 96.2 | % | | 5 | | | 853 | | | 6.1 | % | | 95.1 | % |

| Massachusetts | | 2 | | | 726 | | | 4.8 | % | | 95.7 | % | | — | | | — | | | — | % | | — | % |

| Minnesota | | 5 | | | 674 | | | 4.4 | % | | 98.3 | % | | 5 | | | 674 | | | 4.8 | % | | 98.6 | % |

| Illinois | | 4 | | | 671 | | | 4.4 | % | | 95.5 | % | | 4 | | | 671 | | | 4.8 | % | | 95.7 | % |

| Pennsylvania | | 6 | | | 666 | | | 4.4 | % | | 95.7 | % | | 6 | | | 664 | | | 4.8 | % | | 91.7 | % |

| Washington | | 5 | | | 621 | | | 4.1 | % | | 96.5 | % | | 5 | | | 621 | | | 4.6 | % | | 95.2 | % |

| New Jersey | | 3 | | | 287 | | | 1.9 | % | | 98.2 | % | | 2 | | | 158 | | | 1.1 | % | | 100.0 | % |

| Connecticut | | 1 | | | 186 | | | 1.2 | % | | 100.0 | % | | 1 | | | 186 | | | 1.3 | % | | 94.8 | % |

| New York | | 1 | | | 141 | | | 0.9 | % | | 100.0 | % | | 1 | | | 141 | | | 1.0 | % | | 100.0 | % |

| Indiana | | 2 | | | 139 | | | 0.9 | % | | 99.1 | % | | 2 | | | 139 | | | 1.0 | % | | 100.0 | % |

| Oregon | | 1 | | | 93 | | | 0.6 | % | | 98.4 | % | | 1 | | | 93 | | | 0.7 | % | | 94.7 | % |

| Georgia | | 1 | | | 86 | | | 0.6 | % | | 97.5 | % | | 1 | | | 86 | | | 0.6 | % | | 98.5 | % |

| Delaware | | 1 | | | 64 | | | 0.4 | % | | 90.1 | % | | 1 | | | 64 | | | 0.5 | % | | 92.6 | % |

| District of Columbia | | 2 | | | 40 | | | 0.3 | % | | 91.8 | % | | 2 | | | 40 | | | 0.3 | % | | 100.0 | % |

| Arizona | | — | | | — | | | — | % | | — | % | | 1 | | | 108 | | | 0.8 | % | | 89.7 | % |

| Total | | 115 | | | 15,138 | | | 100.0 | % | | 95.6 | % | | 109 | | | 13,899 | | | 100.0 | % | | 96.3 | % |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | |

| Publix | | 2,750 | | 6.2% | | $ | 28,002 | | | 3.1% | | 69 |

| Kroger | | 2,868 | | 6.5% | | 27,560 | | | | 3.1% | | 58 |

| Albertsons/Safeway | | 1,772 | | 4.0% | | 25,465 | | | | 2.9% | | 46 |

| TJX Companies | | 1,427 | | 3.2% | | 20,958 | | | | 2.4% | | 58 |

| Whole Foods | | 970 | | 2.2% | | 20,133 | | | | 2.3% | | 27 |

| Ahold/Delhaize | | 623 | | 1.4% | | 13,509 | | | | 1.5% | | 16 |

| CVS | | 640 | | 1.5% | | 12,975 | | | | 1.5% | | 57 |

| Nordstrom | | 320 | | 0.7% | | 8,747 | | | | 1.0% | | 9 |

| L.A. Fitness Sports Club | | 445 | | 1.0% | | 8,384 | | | | 0.9% | | 12 |

| Alabama | | — | | | — | | | —% | | | —% | | | 1 | | | 85 | | | 0.4 | % | | 95.0 | % |

| Total | | 198 | | | 23,931 | | | 100.0% | | | 94.8% | | | 200 | | | 23,280 | | | 100.0% | | | 95.4% | |

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | |

| California | | 20 | | 2,652 | | 19.1% | | 97.5% | | 20 | | 2,652 | | 18.0% | | 98.7% |

| Virginia | | 18 | | 2,551 | | 18.3% | | 95.1% | | 19 | | 2,645 | | 17.9% | | 96.9% |

| Maryland | | 11 | | 1,182 | | 8.5% | | 96.1% | | 13 | | 1,491 | | 10.1% | | 92.5% |

| North Carolina | | 8 | | 1,275 | | 9.2% | | 95.3% | | 8 | | 1,275 | | 8.6% | | 97.6% |

| Florida | | 7 | | 729 | | 5.2% | | 98.4% | | 8 | | 682 | | 4.6% | | 97.4% |

| Texas | | 7 | | 932 | | 6.7% | | 98.4% | | 7 | | 932 | | 6.3% | | 99.3% |

| Pennsylvania | | 6 | | 664 | | 4.8% | | 91.7% | | 6 | | 664 | | 4.5% | | 88.7% |

| Colorado | | 5 | | 853 | | 6.1% | | 95.1% | | 5 | | 862 | | 5.8% | | 92.9% |

| Minnesota | | 5 | | 674 | | 4.8% | | 98.6% | | 5 | | 674 | | 4.6% | | 98.3% |

| Washington | | 5 | | 621 | | 4.6% | | 95.2% | | 5 | | 621 | | 4.2% | | 97.0% |

| Illinois | | 4 | | 671 | | 4.8% | | 95.7% | | 7 | | 944 | | 6.4% | | 94.6% |

| New Jersey | | 2 | | 158 | | 1.1% | | 100.0% | | 2 | | 158 | | 1.1% | | 95.7% |

| Indiana | | 2 | | 139 | | 1.0% | | 100.0% | | 2 | | 139 | | 0.9% | | 100.0% |

| District of Columbia | | 2 | | 40 | | 0.3% | | 100.0% | | 2 | | 40 | | 0.3% | | 100.0% |

| Connecticut | | 1 | | 186 | | 1.3% | | 94.8% | | 1 | | 186 | | 1.3% | | 98.8% |

| South Carolina | | 1 | | 80 | | 0.6% | | 100.0% | | 2 | | 162 | | 1.1% | | 100.0% |

| New York | | 1 | | 141 | | 1.0% | | 100.0% | | 1 | | 141 | | 1.0% | | 100.0% |

| Arizona | | 1 | | 108 | | 0.8% | | 89.7% | | 1 | | 108 | | 0.7% | | 87.4% |

| Oregon | | 1 | | 93 | | 0.7% | | 94.7% | | 1 | | 93 | | 0.6% | | 98.1% |

| Georgia | | 1 | | 86 | | 0.6% | | 98.5% | | 1 | | 86 | | 0.6% | | 100.0% |

| Delaware | | 1 | | 64 | | 0.5% | | 92.6% | | 1 | | 67 | | 0.5% | | 91.0% |

| Wisconsin | | — | | — | | —% | | —% | | 1 | | 133 | | 0.9% | | 92.8% |

| Total | | 109 | | 13,899 | | 100.0% | | 96.3% | | 118 | | 14,755 | | 100.0% | | 96.3% |

| | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | |

| Kroger | | 2,686 | | 9.3% | $ | 26,288 | | | 4.7% | | 54 | | 5 |

| Publix | | 1,641 | | 5.7% | | 17,617 | | | 3.1% | | 40 | | 1 |

| Albertsons/Safeway | | 1,361 | | 4.7% | | 15,178 | | | 2.7% | | 41 | | 7 |

| Whole Foods | | 713 | | 2.5% | | 13,895 | | | 2.5% | | 21 | | — |

| TJX Companies | | 807 | | 2.8% | | 10,895 | | | 1.9% | | 38 | | — |

| CVS | | 498 | | 1.7% | | 8,644 | | | 1.5% | | 45 | | — |

| PETCO | | 324 | | 1.1% | | 7,218 | | | 1.3% | | 41 | | — |

| Ahold/Delhaize | | 460 | | 1.6% | | 6,301 | | | 1.1% | | 14 | | — |

| Nordstrom Rack | | 174 | | 0.6% | | 4,937 | | | 0.9% | | 5 | | — |

| | |

| --- | --- |

| Item 5. | Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities |

Our common stock is traded on the New York Stock Exchange under the symbol "REG." The following table sets forth the high and low sales prices and the cash dividends declared on our common stock by quarter for 2016 and 2015.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | |

| | | 2016 | | | | | | | | | | 2015 | | | | | | | | |

| Quarter Ended | | High Price | | | | Low Price | | | Cash Dividends Declared | | | High Price | | | | Low Price | | | Cash Dividends Declared | |

| March 31 | | $ | 77.17 | | | 66.05 | | | 0.5000 | | | $ | 70.80 | | | 63.38 | | | 0.4850 | |

| June 30 | | 83.73 | | | | 72.35 | | | 0.5000 | | | 69.45 | | | | 58.81 | | | 0.4850 | |

| September 30 | | 85.35 | | | | 75.76 | | | 0.5000 | | | 64.79 | | | | 55.79 | | | 0.4850 | |

| December 31 | | 77.25 | | | | 65.16 | | | 0.5000 | | | 69.45 | | | | 61.71 | | | 0.4850 | |

We have determined that the dividends paid during 2016 and 2015 on our common stock qualify for the following tax treatment:

| | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | |

| | | Total Distribution per Share | | | | Ordinary Dividends | | | Total Capital Gain Distributions | | | Nontaxable Distributions | | | Qualified Dividends (included in Ordinary Dividends) | | Unrecapt Sec 1250 Gain | |

| 2016 | | $ | 2.0000 | | | 1.0600 | | | 0.1600 | | | 0.7800 | | | — | | 0.1600 | |

| 2015 | | 1.9400 | | | | 1.4744 | | | 0.0970 | | | 0.3686 | | | 0.0970 | | 0.0388 | |

As of February 13, 2017, there were 41,805 holders of common equity.

We intend to pay regular quarterly distributions to Regency Centers Corporation's common stockholders.

Future distributions will be declared and paid at the discretion of our Board of Directors and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual dividend requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, and such other factors as our Board of Directors deems relevant.

In order to maintain Regency Centers Corporation's qualification as a REIT for federal income tax purposes, we are generally required to make annual distributions at least equal to 90% of our real estate investment trust taxable income for the taxable year.

Under certain circumstances, which we do not expect to occur, we could be required to make distributions in excess of cash available for distributions in order to meet such requirements.

We have a dividend reinvestment plan under which shareholders may elect to reinvest their dividends automatically in common stock.

Under the plan, we may elect to purchase common stock in the open market on behalf of shareholders or may issue new common stock to such stockholders.

Under the loan agreement of our line of credit, in the event of any monetary default, we may not make distributions to stockholders except to the extent necessary to maintain our REIT status.

There were no unregistered sales of equity securities, and we did not repurchase any of our equity securities during the quarter ended December 31, 2016.

The performance graph furnished below shows Regency's cumulative total stockholder return to the S&P 500 Index, the FTSE NAREIT Equity REIT Index, and the FTSE NAREIT Equity Shopping Centers index since December 31, 2010.

The stock performance graph should not be deemed filed or incorporated by reference into any other filing made by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate the stock performance graph by reference in another filing.


| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| | | 12/11 | | | 12/12 | | 12/13 | | 12/14 | | 12/15 | | 12/16 | |

| | | | | | | | | | | | | | | |

| Regency Centers Corporation | | $ | 100.00 | | 130.37 | | 132.73 | | 189.19 | | 208.15 | | 216.42 | |

| S&P 500 | | 100.00 | | | 116.00 | | 153.58 | | 174.60 | | 177.01 | | 198.18 | |

| FTSE NAREIT Equity REITs | | 100.00 | | | 118.06 | | 120.97 | | 157.43 | | 162.46 | | 176.30 | |

Our common stock is traded on the New York Stock Exchange under the symbol "REG." The following table sets forth the high and low sales prices and the cash dividends declared on our common stock by quarter for 2017 and 2016.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | |

| | | 2017 | | | | | | | | | | 2016 | | | | | | | | |

| Quarter Ended | | High Price | | | | Low Price | | | Cash Dividends Declared | | | High Price | | | | Low Price | | | Cash Dividends Declared | |

| March 31 | | $ | 72.05 | | | 61.90 | | | 0.51 | | | $ | 77.17 | | | 66.05 | | | 0.50 | |

| June 30 | | 69.07 | | | | 58.63 | | | 0.53 | | | 83.73 | | | | 72.35 | | | 0.50 | |

| September 30 | | 67.67 | | | | 60.80 | | | 0.53 | | | 85.35 | | | | 75.76 | | | 0.50 | |

| December 31 | | 70.64 | | | | 61.19 | | | 0.53 | | | 77.25 | | | | 65.16 | | | 0.50 | |

We have determined that the dividends paid during 2017 and 2016 on our common stock qualify for the following tax treatment:

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | |

| | | Total Distribution per Share | | | | Ordinary Dividends | | | Total Capital Gain Distributions | | | Nontaxable Distributions | | | Unrecapt Sec 1250 Gain | |

| 2017 | | $ | 2.10 | | | 1.81 | | | 0.21 | | | 0.08 | | | 0.02 | |

| 2016 | | 2.00 | | | | 1.06 | | | 0.16 | | | 0.78 | | | 0.16 | |

As of February 9, 2018, there were 65,170 holders of common equity.

We intend to pay regular quarterly distributions to Regency Centers Corporation's common stockholders.

Future distributions will be declared and paid at the discretion of our Board of Directors and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual dividend requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, and such other factors as our Board of Directors deems relevant.

In order to maintain Regency Centers Corporation's qualification as a REIT for federal income tax purposes, we are generally required to make annual distributions at least equal to 90% of our real estate investment trust taxable income for the taxable year.

Under certain circumstances, which we do not expect to occur, we could be required to make distributions in excess of cash available for distributions in order to meet such requirements.

We have a dividend reinvestment plan under which shareholders may elect to reinvest their dividends automatically in common stock.

Under the plan, we may elect to purchase common stock in the open market on behalf of shareholders or may issue new common stock to such stockholders.

Under the loan agreement of our line of credit, in the event of any monetary default, we may not make distributions to stockholders except to the extent necessary to maintain our REIT status.

On February 7, 2018, our board of directors (the "Board") authorized a share repurchase program for up to $250 million of shares of our common stock.

The share repurchase program authorizes us to purchase from time to time our outstanding common stock through open market purchases and/or in privately negotiated transactions.

Any shares purchased will be retired.

The program is scheduled to expire on February 6, 2020.

The timing of share purchases under this new program depends upon marketplace conditions and other factors, and the program remains subject to the discretion of the Board.

There were no unregistered sales of equity securities during the quarter ended December 31, 2017.

The following table represents information with respect to purchases by the Parent Company of its common stock

during the months in the three month period ended December 31, 2017:

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | |

| 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 value of shares that may yet be purchased under the plans or programs |

| October 1, 2017, through October 31, 2017 | | 61 | | $ | 64.31 | | | — | | — |

| November 1, 2017, through November 30, 2017 | | — | | $ | — | | | — | | — |

| December 1, 2017, through December 31, 2017 | | — | | $ | — | | | — | | — |

The following table sets forth Selected Financial Data for the Company on a historical basis for the five years ended December 31, [removed: 2016] [added: 2017] (in thousands, except per share and unit data, number of properties, and ratio of earnings to fixed charges).

| | | [removed: 2016] [added: 2017] | | | [added: (1)] | [removed: 2015] [added: 2016] | | | [removed: 2014] [added: 2015] | | | [removed: 2013] [added: 2014] | | | [removed: 2012] [added: 2013] | |

| Revenues | | $ | [added: 984,326 | | |] 614,371 | | | 569,763 | | | 537,898 | | | 489,007 | | [removed: | 473,929 | |]

| Operating expenses | | [removed: 403,152] [added: 744,763] | | | [added: (2)] | [removed: 365,098] [added: 403,152] | | [added: (2)] | [removed: 353,348] [added: 365,098] | | | [removed: 324,687] [added: 353,348] | | | [removed: 307,493] [added: 324,687] | |

| Total other expense (income) | | [removed: 148,066] [added: 141,093] | | | [removed: (1)] | [removed: 110,236] [added: 148,066] | | [added: (3)] | [removed: 83,046] [added: 110,236] | | [removed: (2)] | [removed: 111,741] [added: 83,046] | | | [removed: 131,240] [added: 111,741] | |

| Income from operations before equity in income of investments in real estate partnerships [added: and income taxes] | | [removed: 63,153] [added: 98,470] | | | | [removed: 94,429] [added: 63,153] | | | [removed: 101,504] [added: 94,429] | | | [removed: 52,579] [added: 101,504] | | | [removed: 35,196] [added: 52,579] | |

| Equity in income of investments in real estate partnerships | | [removed: 56,518] [added: 43,341] | | | | [removed: 22,508] [added: 56,518] | | | [removed: 31,270] [added: 22,508] | | | [removed: 31,718] [added: 31,270] | | | [removed: 23,807] [added: 31,718] | |

| [removed: Income] [added: Deferred income] tax (benefit) [removed: expense] of taxable REIT subsidiary | | [removed: —] [added: (9,737] | | [added: )] | | — | | | [removed: (996] [added: —] | [removed: )] | | [removed: —] [added: (996] | [added: )] | | [removed: 13,224] [added: —] | |

| Income from continuing operations | | [removed: 119,671] [added: 151,548] | | | | [removed: 116,937] [added: 119,671] | | | [removed: 133,770] [added: 116,937] | | | [removed: 84,297] [added: 133,770] | | | [removed: 45,779] [added: 84,297] | |

| Income (loss) from discontinued operations [removed: (3)] [added: (4)] | | — | | | | — | | | — | | | [removed: 65,285] [added: —] | | | [removed: (21,728] [added: 65,285] | [removed: )] |

| Gain on sale of real estate, net of tax | | [removed: 47,321] [added: 27,432] | | | | [removed: 35,606] [added: 47,321] | | | [removed: 55,077] [added: 35,606] | | | [removed: 1,703] [added: 55,077] | | | [removed: 2,158] [added: 1,703] | |

| Net income | | [removed: 166,992] [added: 178,980] | | | | [removed: 152,543] [added: 166,992] | | | [removed: 188,847] [added: 152,543] | | | [removed: 151,285] [added: 188,847] | | | [removed: 26,209] [added: 151,285] | |

| Income attributable to noncontrolling interests | | [removed: (2,070] [added: (2,903] | | ) | | [removed: (2,487] [added: (2,070] | ) | | [removed: (1,457] [added: (2,487] | ) | | [removed: (1,481] [added: (1,457] | ) | | [removed: (342] [added: (1,481] | ) |

| Net income attributable to the Company | | [removed: 164,922] [added: 176,077] | | | | [removed: 150,056] [added: 164,922] | | | [removed: 187,390] [added: 150,056] | | | [removed: 149,804] [added: 187,390] | | | [removed: 25,867] [added: 149,804] | |

| Preferred stock dividends [added: and issuance costs] | | [removed: (21,062] [added: (16,128] | | ) | | (21,062 | ) | | (21,062 | ) | | (21,062 | ) | | [removed: (32,531] [added: (21,062] | ) |

| Net income [removed: (loss)] attributable to common stockholders | | $ | [added: 159,949 | | |] 143,860 | | | 128,994 | | | 166,328 | | | 128,742 | | [removed: | (6,664 | ) |]

| NAREIT FFO [removed: (4)] [added: (5)] | | [removed: 277,301] [added: 494,843] | | | | [removed: 276,515] [added: 277,301] | | | [removed: 269,149] [added: 276,515] | | | [removed: 240,621] [added: 269,149] | | | [removed: 222,100] [added: 240,621] | |

| Core FFO [removed: (4)] [added: (5)] | | [removed: 333,957] [added: 592,137] | | | | [removed: 288,872] [added: 333,957] | | | [removed: 261,506] [added: 288,872] | | | [removed: 241,619] [added: 261,506] | | | [removed: 230,937] [added: 241,619] | |

| Income per common share - diluted (note [removed: 12):] [added: 13)] | | | | | | | | | | | | | | | | |

| Continuing operations | | $ | [added: 1.00 | | |] 1.42 | | | 1.36 | | | 1.80 | | | 0.69 | | [removed: | 0.16 | |]

| Discontinued operations [removed: (3)] [added: (4)] | | — | | | | — | | | — | | | [removed: 0.71] [added: —] | | | [removed: (0.24] [added: 0.71] | [removed: )] |

| Net income attributable to common stockholders | | $ | [added: 1.00 | | |] 1.42 | | | 1.36 | | | 1.80 | | | 1.40 | | [removed: | (0.08 | ) |]

| Net cash provided by operating activities | | $ | [removed: 289,376] [added: 471,146] | | | [removed: 275,637] [added: 297,360] | | [added: (7)] | [removed: 277,742] [added: 285,543] | | [added: (7)] | [removed: 250,731] [added: 277,742] | | | [removed: 257,215] [added: 250,731] | |

| Net cash (used in) [removed: provided by] investing activities | | [removed: (409,671] [added: (1,007,980] | | ) | | [removed: (139,346] [added: (409,671] | ) | | [removed: (210,290] [added: (139,346] | ) | | [removed: (9,817] [added: (210,290] | ) | | [removed: 3,623] [added: (9,817] | [added: )] |

| Net cash provided by (used in) financing activities | | [removed: 96,695] [added: 568,948] | | | | [removed: (213,211] [added: 88,711] | [removed: )] | [added: (7)] | [removed: (34,360] [added: (223,117] | ) | [added: (7)] | [removed: (182,579] [added: (34,360] | ) | | [removed: (249,891] [added: (182,579] | ) |

| Dividends paid to common stockholders [added: and unit holders] | | [removed: 201,336] [added: 323,285] | | | | [removed: 181,691] [added: 201,336] | | | [removed: 172,900] [added: 181,691] | | | [removed: 168,095] [added: 172,900] | | | [removed: 164,747] [added: 168,095] | |