Item 8. Consolidated Financial Statements and Supplementary Data

Item 8. Consolidated Financial Statements and Supplementary Data

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Description

Date of adoption

Effect on the financial statements or other significant matters

ASU 2016-18, November 2016, Statement of Cash Flows (Topic 230): Restricted Cash

This ASU requires entities to show the changes in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents in the statement of cash flows. The amendments in this ASU are applied using a retrospective transition method to each period presented.

January 2018

The adoption of this ASU resulted in a change to the classification and presentation of changes in restricted cash on its cash flow statement, which was not material. There was no change to the Company's financial condition or results of operations as a result of adopting this ASU. Upon adoption, and for the years ended December 31, 2017 and 2016, net cash provided by operating activities decreased by $1.4 million and $298,000, and net cash used in investing activities increased by $749,000 and decreased $1.2 million, respectively, with a corresponding increase in cash and cash equivalents and restricted cash within the Consolidated Statements of Cash Flows.

ASU 2017-05, February 2017, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (Subtopic 610-20)

ASU 2017-05 clarifies that ASC 610-20 applies to all nonfinancial assets (including real estate) for which the counterparty is not a customer and requires an entity to derecognize a nonfinancial asset in a partial sale transaction when it ceases to have a controlling financial interest in the asset and has transferred control of the asset. Once an entity transfers control of the nonfinancial asset, the entity is required to measure any noncontrolling interest it receives or retains at fair value. Under the current guidance, a partial sale is recognized and carryover basis is used for the retained interest resulting in only partial gain recognition by the entity, however, the new guidance eliminates the use of carryover basis and generally requires the full gain be recognized.

January 2018

Sales of real estate assets are now accounted for under Subtopic 610-20, which provides for revenue recognition based on transfer of control. For normal arms length property sales to unrelated parties, where Regency has no retained interest in the property, the Company will continue to recognize the full gain or loss upon transfer of control. For property sales in which Regency retains a noncontrolling interest in the property, fair value recognition for the retained noncontrolling interest is now required, which will result in full gain recognition upon loss of control. The Company applied the modified retrospective adoption method, and on January 1, 2018, recognized through opening retained earnings $30.9 million of previously deferred gains from property sales to entities in which Regency had continuing involvement, resulting in a corresponding increase to the value of the Company's investment in those partnerships.

Regency Centers Corporation and Regency Centers, L.P.

Index to Financial Statements



Reports of Independent Registered Public Accounting Firm	65

Regency Centers Corporation:
Consolidated Balance Sheets as of December 31, 2018 and 2017	69
Consolidated Statements of Operations for the years ended December 31, 2018, 2017, and 2016	70
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017, and 2016	71
Consolidated Statements of Equity for the years ended December 31, 2018, 2017, and 2016	72
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017, and 2016	74

Regency Centers, L.P.:
Consolidated Balance Sheets as of December 31, 2018 and 2017	76
Consolidated Statements of Operations for the years ended December 31, 2018, 2017, and 2016	77
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017, and 2016	78
Consolidated Statements of Capital for the years ended December 31, 2018, 2017, and 2016	79
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017, and 2016	81

Notes to Consolidated Financial Statements	83

Financial Statement Schedule
Schedule III - Consolidated Real Estate and Accumulated Depreciation - December 31, 2018	128

All other schedules are omitted because of the absence of conditions under which they are required, materiality or because information required therein is shown in the consolidated financial statements or notes thereto.

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Regency Centers Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Regency Centers Corporation and subsidiaries (the “Company”) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three‑year period ended December 31, 2018, and the related notes and the financial statement schedule III - Real Estate and Accumulated Depreciation (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 21, 2019, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

We have served as the Company's auditor since 1993.

Jacksonville, Florida

February 21, 2019

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Regency Centers Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited Regency Centers Corporation and subsidiaries' (the “Company”) internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes and financial statement schedule III - Real Estate and Accumulated Depreciation (collectively, the “consolidated financial statements”), and our report dated February 21, 2019, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Jacksonville, Florida

February 21, 2019

Report of Independent Registered Public Accounting Firm

To the Partners

Regency Centers, L.P.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Regency Centers, L.P. and subsidiaries (the “Partnership”) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income, capital, and cash flows for each of the years in the three‑year period ended December 31, 2018, and the related notes and the financial statement schedule III - Real Estate and Accumulated Depreciation (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Partnership’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 21, 2019, expressed an unqualified opinion on the effectiveness of the Partnership’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

/s/ KPMG LLP

We have served as the Partnership's auditor since 1998.

Jacksonville, Florida

February 21, 2019

Report of Independent Registered Public Accounting Firm

To the Partners

Regency Centers, L.P.:

Opinion on Internal Control Over Financial Reporting

We have audited Regency Centers, L.P. and subsidiaries' (the “Partnership“) internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Partnership as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes and financial statement schedule III - Real Estate and Accumulated Depreciation (collectively, the “consolidated financial statements”), and our report dated February 21, 2019, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Definition and Limitations of Internal Control Over Financial Reporting

/s/ KPMG LLP

Jacksonville, Florida

February 21, 2019



REGENCY CENTERS CORPORATION Consolidated Balance Sheets
December 31, 2018 and 2017
(in thousands, except share data)
	2018			2017
Assets
Real estate assets, at cost (notes 1, 2 and 3):	$	10,863,162		10,892,821
Less: accumulated depreciation	1,535,444			1,339,771
Real estate assets, net	9,327,718			9,553,050
Investments in real estate partnerships (note 4)	463,001			386,304
Properties held for sale, net	60,516			—
Cash and cash equivalents	42,532			45,370
Restricted cash	2,658			4,011
Tenant and other receivables, net (note 1)	172,359			170,985
Deferred leasing costs, less accumulated amortization of $101,093 and $93,291 at December 31, 2018 and 2017, respectively	84,983			80,044
Acquired lease intangible assets, less accumulated amortization of $219,689 and $148,280 at December 31, 2018 and 2017, respectively (note 6)	387,069			478,826
Other assets (note 5)	403,827			427,127
Total assets	$	10,944,663		11,145,717
Liabilities and Equity
Liabilities:
Notes payable (note 8)	$	3,006,478		2,971,715
Unsecured credit facilities (note 8)	708,734			623,262
Accounts payable and other liabilities	224,807			234,272
Acquired lease intangible liabilities, less accumulated amortization of $92,746 and $56,550 at December 31, 2018 and 2017, respectively (note 6)	496,726			537,401
Tenants’ security, escrow deposits and prepaid rent	57,750			46,013
Total liabilities	4,494,495			4,412,663
Commitments and contingencies (notes 15 and 16)	—			—
Equity:
Stockholders’ equity (note 11):
Common stock $0.01 par value per share, 220,000,000 shares authorized; 167,904,593 and 171,364,908 shares issued at December 31, 2018 and 2017, respectively	1,679			1,714
Treasury stock at cost, 390,163 and 366,628 shares held at December 31, 2018 and 2017, respectively	(19,834		)	(18,307	)
Additional paid-in capital	7,672,517			7,873,104
Accumulated other comprehensive loss	(927		)	(6,289	)
Distributions in excess of net income	(1,255,465		)	(1,158,170	)
Total stockholders’ equity	6,397,970			6,692,052
Noncontrolling interests (note 11):
Exchangeable operating partnership units, aggregate redemption value of $20,532 and $24,206 at December 31, 2018 and 2017, respectively	10,666			10,907
Limited partners’ interests in consolidated partnerships	41,532			30,095
Total noncontrolling interests	52,198			41,002
Total equity	6,450,168			6,733,054
Total liabilities and equity	$	10,944,663		11,145,717

See accompanying notes to consolidated financial statements.



REGENCY CENTERS CORPORATION Consolidated Statements of Operations
For the years ended December 31, 2018, 2017, and 2016
(in thousands, except per share data)
	2018			2017		2016
Revenues:
Minimum rent	$	818,483		728,078		444,305
Percentage rent	7,486			6,635		4,128
Recoveries from tenants and other income	266,512			223,455		140,611
Management, transaction, and other fees	28,494			26,158		25,327
Total revenues	1,120,975			984,326		614,371
Operating expenses:
Depreciation and amortization	359,688			334,201		162,327
Operating and maintenance	168,034			143,990		95,022
General and administrative	65,491			67,624		65,327
Real estate taxes	137,856			109,723		66,395
Other operating expenses	9,737			89,225		14,081
Total operating expenses	740,806			744,763		403,152
Other expense (income):
Interest expense, net	148,456			132,629		90,712
Provision for impairment	38,437			—		4,200
Gain on sale of real estate, net of tax	(28,343		)	(27,432	)	(47,321	)
Early extinguishment of debt	11,172			12,449		14,240
Net investment loss (income)	1,096			(3,985	)	(1,672	)
Loss on derivative instruments	—			—		40,586
Total other expense (income)	170,818			113,661		100,745
Income from operations before equity in income of investments in real estate partnerships and income taxes	209,351			125,902		110,474
Equity in income of investments in real estate partnerships (note 4)	42,974			43,341		56,518
Deferred income tax benefit of taxable REIT subsidiary	—			(9,737	)	—
Net income	252,325			178,980		166,992
Noncontrolling interests:
Exchangeable operating partnership units	(525		)	(388	)	(257	)
Limited partners’ interests in consolidated partnerships	(2,673		)	(2,515	)	(1,813	)
Income attributable to noncontrolling interests	(3,198		)	(2,903	)	(2,070	)
Net income attributable to the Company	249,127			176,077		164,922
Preferred stock dividends and issuance costs	—			(16,128	)	(21,062	)
Net income attributable to common stockholders	$	249,127		159,949		143,860

Income per common share - basic (note 14)	$	1.47		1.00		1.43
Income per common share - diluted (note 14)	$	1.46		1.00		1.42

See accompanying notes to consolidated financial statements.



REGENCY CENTERS CORPORATION Consolidated Statements of Comprehensive Income
For the years ended December 31, 2018, 2017, and 2016
(in thousands)
	2018			2017		2016
Net income	$	252,325		178,980		166,992
Other comprehensive income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments	402			1,151		(10,332	)
Reclassification adjustment of derivative instruments included in net income	5,342			11,103		51,139
Available for sale securities
Unrealized (loss) gain on available-for-sale securities	(95		)	(8	)	24
Other comprehensive income	5,649			12,246		40,831
Comprehensive income	257,974			191,226		207,823
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests	3,198			2,903		2,070
Other comprehensive income attributable to noncontrolling interests	299			189		484
Comprehensive income attributable to noncontrolling interests	3,497			3,092		2,554
Comprehensive income attributable to the Company	$	254,477		188,134		205,269

See accompanying notes to consolidated financial statements.



REGENCY CENTERS CORPORATION Consolidated Statements of Equity
For the years ended December 31, 2018, 2017, and 2016
(in thousands, except per share data)
																Noncontrolling Interests
		Preferred Stock		Common Stock		Treasury Stock		Additional Paid In Capital		Accumulated Other Comprehensive Loss		Distributions in Excess of Net Income		Total Stockholders’ Equity		Exchangeable Operating Partnership Units		Limited Partners’ Interest in Consolidated Partnerships		Total Noncontrolling Interests		Total Equity
Balance at December 31, 2015	$	325,000		972		(19,658	)	2,742,508		(58,693	)	(936,020	)	2,054,109		(1,975	)	30,486		28,511		2,082,620
Net income		—		—		—		—		—		164,922		164,922		257		1,813		2,070		166,992
Other comprehensive income		—		—		—		—		40,347		—		40,347		58		426		484		40,831
Deferred compensation plan, net		—		—		2,596		(2,596	)	—		—		—		—		—		—		—
Restricted stock issued, net of amortization		—		2		—		13,419		—		—		13,421		—		—		—		13,421
Common stock redeemed for taxes withheld for stock based compensation, net		—		—		—		(7,789	)	—		—		(7,789	)	—		—		—		(7,789	)
Common stock issued for dividend reinvestment plan		—		—		—		1,070		—		—		1,070		—		—		—		1,070
Common stock issued for stock offerings, net of issuance costs		—		71		—		548,849		—		—		548,920		—		—		—		548,920
Reallocation of limited partners' interest		—		—		—		(538	)	—		—		(538	)	—		538		538		—
Contributions from partners		—		—		—		—		—		—		—		—		8,760		8,760		8,760
Distributions to partners		—		—		—		—		—		—		—		—		(6,855	)	(6,855	)	(6,855	)
Cash dividends declared:
Preferred stock/unit		—		—		—		—		—		(21,062	)	(21,062	)	—		—		—		(21,062	)
Common stock/unit ($2.00 per share)		—		—		—		—		—		(202,099	)	(202,099	)	(307	)	—		(307	)	(202,406	)
Balance at December 31, 2016	$	325,000		1,045		(17,062	)	3,294,923		(18,346	)	(994,259	)	2,591,301		(1,967	)	35,168		33,201		2,624,502
Net income		—		—		—		—		—		176,077		176,077		388		2,515		2,903		178,980
Other comprehensive income		—		—		—		—		12,057		—		12,057		21		168		189		12,246
Deferred compensation plan, net		—		—		(1,245	)	1,236		—		—		(9	)	—		—		—		(9	)
Restricted stock issued, net of amortization		—		2		—		15,293		—		—		15,295		—		—		—		15,295
Common stock redeemed for taxes withheld for stock based compensation, net		—		(1	)	—		(18,345	)	—		—		(18,346	)	—		—		—		(18,346	)
Common stock issued for dividend reinvestment plan		—		—		—		1,210		—		—		1,210		—		—		—		1,210
Common stock issued for stock offerings, net of issuance costs		—		667		—		4,559,810		—		—		4,560,477		—		—		—		4,560,477
Restricted stock issued upon Equity One merger		—		1		—		7,950		—		—		7,951		—		—		—		7,951
Redemption of preferred stock		(325,000	)	—		—		11,099		—		(11,099	)	(325,000	)	—		—		—		(325,000	)
Reallocation of limited partners' interest		—		—		—		(72	)	—		—		(72	)	—		72		72		—
Contributions from partners		—		—		—		—		—		—		—		13,100		378		13,478		13,478
Distributions to partners		—		—		—		—		—		—		—		—		(8,206	)	(8,206	)	(8,206	)
Cash dividends declared:
Preferred stock/unit		—		—		—		—		—		(5,029	)	(5,029	)	—		—		—		(5,029	)
Common stock/unit ($2.10 per share)		—		—		—		—		—		(323,860	)	(323,860	)	(635	)	—		(635	)	(324,495	)



REGENCY CENTERS CORPORATION Consolidated Statements of Equity
For the years ended December 31, 2018, 2017, and 2016
(in thousands, except per share data)
															Noncontrolling Interests
		Preferred Stock	Common Stock		Treasury Stock		Additional Paid In Capital		Accumulated Other Comprehensive Loss		Distributions in Excess of Net Income		Total Stockholders’ Equity		Exchangeable Operating Partnership Units		Limited Partners’ Interest in Consolidated Partnerships		Total Noncontrolling Interests		Total Equity
Balance at December 31, 2017	$	—	1,714		(18,307	)	7,873,104		(6,289	)	(1,158,170	)	6,692,052		10,907		30,095		41,002		6,733,054
Adjustment due to change in accounting policy (note 1)		—	—		—		—		12		30,889		30,901		—		2		2		30,903
Adjusted balance at January 1, 2018		—	1,714		(18,307	)	7,873,104		(6,277	)	(1,127,281	)	6,722,953		10,907		30,097		41,004		6,763,957
Net income		—	—		—		—		—		249,127		249,127		525		2,673		3,198		252,325
Other comprehensive income		—	—		—		—		5,350		—		5,350		11		288		299		5,649
Deferred compensation plan, net		—	—		(1,527	)	1,514		—		—		(13	)	—		—		—		(13	)
Restricted stock issued, net of amortization		—	2		—		16,743		—		—		16,745		—		—		—		16,745
Common stock redeemed for taxes withheld for stock based compensation, net		—			—		(6,373	)	—		—		(6,373	)	—		—		—		(6,373	)
Common stock issued for dividend reinvestment plan		—	—		—		1,333		—		—		1,333		—		—		—		1,333
Common stock issued for stock offerings, net of issuance costs		—	—		—		10		—		—		10		—		—		—		10
Common stock repurchased and retired		—	(37	)	—		(213,814	)	—		—		(213,851	)	—		—		—		(213,851	)
Contributions from partners		—	—		—		—		—		—		—		—		13,000		13,000		13,000
Distributions to partners		—	—		—		—		—		—		—		—		(4,526	)	(4,526	)	(4,526	)
Cash dividends declared:
Common stock/unit ($2.22 per share)		—	—		—		—		—		(377,311	)	(377,311	)	(777	)	—		(777	)	(378,088	)
Balance at December 31, 2018	$	—	1,679		(19,834	)	7,672,517		(927	)	(1,255,465	)	6,397,970		10,666		41,532		52,198		6,450,168

See accompanying notes to consolidated financial statements.



REGENCY CENTERS CORPORATION Consolidated Statements of Cash Flows
For the years ended December 31, 2018, 2017, and 2016
(in thousands)
	2018			2017		2016
Cash flows from operating activities:
Net income	$	252,325		178,980		166,992
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	359,688			334,201		162,327
Amortization of deferred loan costs and debt premiums	10,476			9,509		9,762
(Accretion) and amortization of above and below market lease intangibles, net	(33,330		)	(23,144	)	(3,879	)
Stock-based compensation, net of capitalization	13,635			20,549		10,652
Equity in income of investments in real estate partnerships	(42,974		)	(43,341	)	(56,518	)
Gain on sale of real estate, net of tax	(28,343		)	(27,432	)	(47,321	)
Provision for impairment	38,437			—		4,200
Early extinguishment of debt	11,172			12,449		14,240
Deferred income tax benefit of taxable REIT subsidiary	—			(9,737	)	—
Distribution of earnings from operations of investments in real estate partnerships	54,266			53,502		50,361
Gain on derivative instruments	—			76		—
Deferred compensation expense	(1,085		)	3,844		1,655
Realized and unrealized gain on investments (note 13)	1,177			(3,837	)	(1,673	)
Changes in assets and liabilities:
Tenant and other receivables, net	(26,374		)	(26,081	)	(8,800	)
Deferred leasing costs	(8,366		)	(14,448	)	(10,349	)
Other assets (note 5)	(1,410		)	9,536		673
Accounts payable and other liabilities	(760		)	(2,114	)	5,419
Tenants’ security, escrow deposits and prepaid rent	11,793			(2,728	)	(564	)
Net cash provided by operating activities	610,327			469,784		297,177
Cash flows from investing activities:
Acquisition of operating real estate	(85,289		)	(124,727	)	(333,220	)
Advance deposits paid on acquisition of operating real estate	—			(4,917	)	(750	)
Acquisition of Equity One, net of cash and restricted cash acquired of $74,507	—			(646,790	)	—
Real estate development and capital improvements	(226,191		)	(346,857	)	(233,451	)
Proceeds from sale of real estate investments	250,445			110,015		135,161
Proceeds from (issuances of) notes receivable	15,648			(5,236	)	—
Investments in real estate partnerships	(74,238		)	(23,529	)	(37,879	)
Distributions received from investments in real estate partnerships	14,647			36,603		58,810
Dividends on investment securities	531			365		330
Acquisition of investment securities	(23,164		)	(23,535	)	(55,223	)
Proceeds from sale of investment securities	21,587			21,378		57,590
Net cash used in investing activities	(106,024		)	(1,007,230	)	(408,632	)



REGENCY CENTERS CORPORATION Consolidated Statements of Cash Flows
For the years ended December 31, 2018, 2017, and 2016
(in thousands)
	2018			2017		2016
Cash flows from financing activities:
Net proceeds from common stock issuance	—			88,458		548,920
Repurchase of common shares in conjunction with equity award plans	(6,772		)	(18,649	)	(7,984	)
Proceeds from sale of treasury stock	99			100		957
Acquisition of treasury stock	—			—		(29	)
Common shares repurchased through share repurchase program	(213,851		)	—		—
Redemption of preferred stock and partnership units	—			(325,000	)	—
Distributions to limited partners in consolidated partnerships, net	(4,526		)	(8,139	)	(4,213	)
Distributions to exchangeable operating partnership unit holders	(777		)	(635	)	(307	)
Dividends paid to common stockholders	(375,978		)	(322,650	)	(201,029	)
Dividends paid to preferred stockholders	—			(5,029	)	(21,062	)
Repayment of fixed rate unsecured notes	(150,000		)	—		(300,000	)
Proceeds from issuance of fixed rate unsecured notes, net	299,511			953,115		—
Proceeds from unsecured credit facilities	575,000			1,100,000		460,000
Repayment of unsecured credit facilities	(490,000		)	(755,000	)	(345,000	)
Proceeds from notes payable	1,740			131,069		53,446
Repayment of notes payable	(113,037		)	(232,839	)	(72,803	)
Scheduled principal payments	(9,964		)	(10,162	)	(5,860	)
Payment of loan costs	(9,448		)	(13,271	)	(2,233	)
Early redemption costs	(10,491		)	(12,420	)	(14,092	)
Net cash (used in) provided by financing activities	(508,494		)	568,948		88,711
Net (decrease) increase in cash and cash equivalents and restricted cash	(4,191		)	31,502		(22,744	)
Cash and cash equivalents and restricted cash at beginning of the year	49,381			17,879		40,623
Cash and cash equivalents and restricted cash at end of the year	$	45,190		49,381		17,879
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $7,020, $7,946, and $3,482 in 2018, 2017, and 2016, respectively)	$	136,645		109,956		82,950
Cash paid (received) for income taxes	$	5,455		(269	)	—
Supplemental disclosure of non-cash transactions:
Exchangeable operating partnership units issued for acquisition of real estate	$	—		13,100		—
Mortgage loans assumed for the acquisition of operating real estate	$	9,700		27,000		—
Change in fair value of securities available-for-sale	$	(206	)	(8	)	24
Common stock issued for dividend reinvestment plan	$	1,333		1,210		1,070
Stock-based compensation capitalized	$	3,509		3,210		2,963
Contributions from limited partners in consolidated partnerships, net	$	13,000		186		8,755
Common stock issued for dividend reinvestment in trust	$	841		557		728
Contribution of stock awards into trust	$	1,314		1,372		1,538
Distribution of stock held in trust	$	524		677		4,114
Equity One Merger:
Notes payable assumed in Equity One merger, at fair value	$	—		757,399		—
Common stock exchanged for Equity One shares	$	—		4,471,808		—
Deconsolidation of previously consolidated partnership:
Real estate, net	$	—		—		14,144
Investments in real estate partnerships	$	—		—		(3,355	)
Notes payable	$	—		—		(9,415	)
Other assets and liabilities	$	—		—		571
Limited partners' interest in consolidated partnerships	$	—		—		(2,099	)

See accompanying notes to consolidated financial statements.



REGENCY CENTERS, L.P. Consolidated Balance Sheets
December 31, 2018 and 2017
(in thousands, except unit data)
	2018			2017
Assets
Real estate assets, at cost (notes 1, 2 and 3):	$	10,863,162		10,892,821
Less: accumulated depreciation	1,535,444			1,339,771
Real estate assets, net	9,327,718			9,553,050
Investments in real estate partnerships (note 4)	463,001			386,304
Properties held for sale, net	60,516			—
Cash and cash equivalents	42,532			45,370
Restricted cash	2,658			4,011
Tenant and other receivables, net (note 1)	172,359			170,985
Deferred leasing costs, less accumulated amortization of $101,093 and $93,291 at December 31, 2018 and 2017, respectively	84,983			80,044
Acquired lease intangible assets, less accumulated amortization of $219,689 and $148,280 at December 31, 2018 and 2017, respectively (note 6)	387,069			478,826
Other assets (note 5)	403,827			427,127
Total assets	$	10,944,663		11,145,717
Liabilities and Capital
Liabilities:
Notes payable (note 8)	$	3,006,478		2,971,715
Unsecured credit facilities (note 8)	708,734			623,262
Accounts payable and other liabilities	224,807			234,272
Acquired lease intangible liabilities, less accumulated amortization of $92,746 and $56,550 at December 31, 2018 and 2017, respectively (note 6)	496,726			537,401
Tenants’ security, escrow deposits and prepaid rent	57,750			46,013
Total liabilities	4,494,495			4,412,663
Commitments and contingencies (notes 15 and 16)	—			—
Capital:
Partners’ capital (note 11):
General partner; 167,904,593 and 171,364,908 units outstanding at December 31, 2018 and 2017, respectively	6,398,897			6,698,341
Limited partners; 349,902 units outstanding at December 31, 2018 and 2017	10,666			10,907
Accumulated other comprehensive loss	(927		)	(6,289	)
Total partners’ capital	6,408,636			6,702,959
Noncontrolling interests (note 11):
Limited partners’ interests in consolidated partnerships	41,532			30,095
Total noncontrolling interests	41,532			30,095
Total capital	6,450,168			6,733,054
Total liabilities and capital	$	10,944,663		11,145,717

See accompanying notes to consolidated financial statements.



REGENCY CENTERS, L.P. Consolidated Statements of Operations
For the years ended December 31, 2018, 2017, and 2016
(in thousands, except per unit data)
	2018			2017		2016
Revenues:
Minimum rent	$	818,483		728,078		444,305
Percentage rent	7,486			6,635		4,128
Recoveries from tenants and other income	266,512			223,455		140,611
Management, transaction, and other fees	28,494			26,158		25,327
Total revenues	1,120,975			984,326		614,371
Operating expenses:
Depreciation and amortization	359,688			334,201		162,327
Operating and maintenance	168,034			143,990		95,022
General and administrative	65,491			67,624		65,327
Real estate taxes	137,856			109,723		66,395
Other operating expenses	9,737			89,225		14,081
Total operating expenses	740,806			744,763		403,152
Other expense (income):
Interest expense, net	148,456			132,629		90,712
Provision for impairment	38,437			—		4,200
Gain on sale of real estate, net of tax	(28,343		)	(27,432	)	(47,321	)
Early extinguishment of debt	11,172			12,449		14,240
Net investment loss (income)	1,096			(3,985	)	(1,672	)
Loss on derivative instruments	—			—		40,586
Total other expense (income)	170,818			113,661		100,745
Income from operations before equity in income of investments in real estate partnerships and income taxes	209,351			125,902		110,474
Equity in income of investments in real estate partnerships (note 4)	42,974			43,341		56,518
Deferred income tax benefit of taxable REIT subsidiary	—			(9,737	)	—
Net income	252,325			178,980		166,992
Limited partners’ interests in consolidated partnerships	(2,673		)	(2,515	)	(1,813	)
Net income attributable to the Partnership	249,652			176,465		165,179
Preferred unit distributions and issuance costs	—			(16,128	)	(21,062	)
Net income attributable to common unit holders	$	249,652		160,337		144,117

Income per common unit - basic (note 14):	$	1.47		1.00		1.43
Income per common unit - diluted (note 14):	$	1.46		1.00		1.42

See accompanying notes to consolidated financial statements.



REGENCY CENTERS, L.P. Consolidated Statements of Comprehensive Income
For the years ended December 31, 2018, 2017, and 2016
(in thousands)
	2018			2017		2016
Net income	$	252,325		178,980		166,992
Other comprehensive income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments	402			1,151		(10,332	)
Reclassification adjustment of derivative instruments included in net income	5,342			11,103		51,139
Available for sale securities
Unrealized (loss) gain on available-for-sale securities	(95		)	(8	)	24
Other comprehensive income	5,649			12,246		40,831
Comprehensive income	257,974			191,226		207,823
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests	2,673			2,515		1,813
Other comprehensive income attributable to noncontrolling interests	288			168		426
Comprehensive income attributable to noncontrolling interests	2,961			2,683		2,239
Comprehensive income attributable to the Partnership	$	255,013		188,543		205,584

See accompanying notes to consolidated financial statements.



REGENCY CENTERS, L.P. Consolidated Statements of Capital
For the years ended December 31, 2018, 2017, and 2016
(in thousands)
		General Partner Preferred and Common Units		Limited Partners		Accumulated Other Comprehensive Loss		Total Partners’ Capital		Noncontrolling Interests in Limited Partners’ Interest in Consolidated Partnerships		Total Capital
Balance at December 31, 2015	$	2,112,802		(1,975	)	(58,693	)	2,052,134		30,486		2,082,620
Net income		164,922		257		—		165,179		1,813		166,992
Other comprehensive income		—		58		40,347		40,405		426		40,831
Contributions from partners		—		—		—		—		8,760		8,760
Distributions to partners		(202,099	)	(307	)	—		(202,406	)	(6,855	)	(209,261	)
Reallocation of limited partners' interest		(538	)	—		—		(538	)	538		—
Preferred unit distributions		(21,062	)	—		—		(21,062	)	—		(21,062	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization		13,421		—		—		13,421		—		13,421
Common units issued as a result of common stock issued by Parent Company, net of repurchases		542,201		—		—		542,201		—		542,201
Balance at December 31, 2016	$	2,609,647		(1,967	)	(18,346	)	2,589,334		35,168		2,624,502
Net income		176,077		388		—		176,465		2,515		178,980
Other comprehensive income		—		21		12,057		12,078		168		12,246
Deferred compensation plan, net		(9	)	—		—		(9	)	—		(9	)
Contributions from partners		—		13,100		—		13,100		378		13,478
Distributions to partners		(323,860	)	(635	)	—		(324,495	)	(8,206	)	(332,701	)
Reallocation of limited partners' interest		(72	)	—		—		(72	)	72		—
Preferred unit distributions		(5,029	)	—		—		(5,029	)	—		(5,029	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization		15,295		—		—		15,295		—		15,295
Preferred stock redemptions		(325,000	)	—		—		(325,000	)	—		(325,000	)
Common units issued as a result of common stock issued by Parent Company, net of repurchases		4,543,341		—		—		4,543,341		—		4,543,341
Restricted units issued as a result of restricted stock issued by Parent Company upon Equity One merger		7,951		—		—		7,951		—		7,951
Balance at December 31, 2017	$	6,698,341		10,907		(6,289	)	6,702,959		30,095		6,733,054



REGENCY CENTERS, L.P. Consolidated Statements of Capital
For the years ended December 31, 2018, 2017, and 2016
(in thousands)
		General Partner Preferred and Common Units		Limited Partners		Accumulated Other Comprehensive Loss		Total Partners’ Capital		Noncontrolling Interests in Limited Partners’ Interest in Consolidated Partnerships		Total Capital
Adjustment due to change in accounting policy (note 1)		30,889		—		12		30,901		2		30,903
Adjusted balance at January 1, 2018		6,729,230		10,907		(6,277	)	6,733,860		30,097		6,763,957
Net income		249,127		525		—		249,652		2,673		252,325
Other comprehensive income		—		11		5,350		5,361		288		5,649
Deferred compensation plan, net		(13	)	—		—		(13	)	—		(13	)
Contributions from partners		—		—		—		—		13,000		13,000
Distributions to partners		(377,311	)	(777	)	—		(378,088	)	(4,526	)	(382,614	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization		16,745		—		—		16,745		—		16,745
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company		(213,851	)	—		—		(213,851	)	—		(213,851	)
Common units issued as a result of common stock issued by Parent Company, net of repurchases		(5,030	)	—		—		(5,030	)	—		(5,030	)
Balance at December 31, 2018	$	6,398,897		10,666		(927	)	6,408,636		41,532		6,450,168

See accompanying notes to consolidated financial statements.



REGENCY CENTERS, L.P. Consolidated Statements of Cash Flows
For the years ended December 31, 2018, 2017, and 2016
(in thousands)
	2018			2017		2016
Cash flows from operating activities:
Net income	$	252,325		178,980		166,992
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	359,688			334,201		162,327
Amortization of deferred loan costs and debt premiums	10,476			9,509		9,762
(Accretion) and amortization of above and below market lease intangibles, net	(33,330		)	(23,144	)	(3,879	)
Stock-based compensation, net of capitalization	13,635			20,549		10,652
Equity in income of investments in real estate partnerships	(42,974		)	(43,341	)	(56,518	)
Gain on sale of real estate, net of tax	(28,343		)	(27,432	)	(47,321	)
Provision for impairment	38,437			—		4,200
Early extinguishment of debt	11,172			12,449		14,240
Deferred income tax benefit of taxable REIT subsidiary	—			(9,737	)	—
Distribution of earnings from operations of investments in real estate partnerships	54,266			53,502		50,361
Gain on derivative instruments	—			76		—
Deferred compensation expense	(1,085		)	3,844		1,655
Realized and unrealized gain on investments (note 13)	1,177			(3,837	)	(1,673	)
Changes in assets and liabilities:
Tenant and other receivables, net	(26,374		)	(26,081	)	(8,800	)
Deferred leasing costs	(8,366		)	(14,448	)	(10,349	)
Other assets (note 5)	(1,410		)	9,536		673
Accounts payable and other liabilities	(760		)	(2,114	)	5,419
Tenants’ security, escrow deposits and prepaid rent	11,793			(2,728	)	(564	)
Net cash provided by operating activities	610,327			469,784		297,177
Cash flows from investing activities:
Acquisition of operating real estate	(85,289		)	(124,727	)	(333,220	)
Advance deposits paid on acquisition of operating real estate	—			(4,917	)	(750	)
Acquisition of Equity One, net of cash and restricted cash acquired of $74,507	—			(646,790	)	—
Real estate development and capital improvements	(226,191		)	(346,857	)	(233,451	)
Proceeds from sale of real estate investments	250,445			110,015		135,161
Proceeds from (issuances of) notes receivable	15,648			(5,236	)	—
Investments in real estate partnerships	(74,238		)	(23,529	)	(37,879	)
Distributions received from investments in real estate partnerships	14,647			36,603		58,810
Dividends on investment securities	531			365		330
Acquisition of investment securities	(23,164		)	(23,535	)	(55,223	)
Proceeds from sale of investment securities	21,587			21,378		57,590
Net cash used in investing activities	(106,024		)	(1,007,230	)	(408,632	)



REGENCY CENTERS, L.P. Consolidated Statements of Cash Flows
For the years ended December 31, 2018, 2017, and 2016
(in thousands)
	2018			2017		2016
Cash flows from financing activities:
Net proceeds from common units issued as a result of common stock issued by Parent Company	—			88,458		548,920
Repurchase of common units in conjunction with tax withholdings on equity award plans	(6,772		)	(18,649	)	(7,984	)
Proceeds from treasury units issued as a result of treasury stock sold by Parent Company	99			100		957
Acquisition of treasury units as a result of treasury stock acquired by Parent Company	—			—		(29	)
Common shares repurchased through share repurchase program	(213,851		)	—		—
Redemption of preferred partnership units	—			(325,000	)	—
Distributions to limited partners in consolidated partnerships, net	(4,526		)	(8,139	)	(4,213	)
Distributions to partners	(376,755		)	(323,285	)	(201,336	)
Distributions to preferred unit holders	—			(5,029	)	(21,062	)
Repayment of fixed rate unsecured notes	(150,000		)	—		(300,000	)
Proceeds from issuance of fixed rate unsecured notes, net	299,511			953,115		—
Proceeds from unsecured credit facilities	575,000			1,100,000		460,000
Repayment of unsecured credit facilities	(490,000		)	(755,000	)	(345,000	)
Proceeds from notes payable	1,740			131,069		53,446
Repayment of notes payable	(113,037		)	(232,839	)	(72,803	)
Scheduled principal payments	(9,964		)	(10,162	)	(5,860	)
Payment of loan costs	(9,448		)	(13,271	)	(2,233	)
Early redemption costs	(10,491		)	(12,420	)	(14,092	)
Net cash (used in) provided by financing activities	(508,494		)	568,948		88,711
Net (decrease) increase in cash and cash equivalents and restricted cash	(4,191		)	31,502		(22,744	)
Cash and cash equivalents and restricted cash at beginning of the year	49,381			17,879		40,623
Cash and cash equivalents and restricted cash at end of the year	$	45,190		49,381		17,879
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $7,020, $7,946, and $3,482 in 2018, 2017, and 2016, respectively)	$	136,645		109,956		82,950
Cash paid (received) for income taxes	$	5,455		(269	)	—
Supplemental disclosure of non-cash transactions:
Common stock issued by Parent Company for partnership units exchanged	$	—		13,100		—
Mortgage loans assumed for the acquisition of operating real estate	$	9,700		27,000		—
Change in fair value of securities available-for-sale	$	(206	)	(8	)	24
Common stock issued by Parent Company for dividend reinvestment plan	$	1,333		1,210		1,070
Stock-based compensation capitalized	$	3,509		3,210		2,963
Contributions from limited partners in consolidated partnerships, net	$	13,000		186		8,755
Common stock issued for dividend reinvestment in trust	$	841		557		728
Contribution of stock awards into trust	$	1,314		1,372		1,538
Distribution of stock held in trust	$	524		677		4,114
Equity One Merger:
Notes payable assumed in Equity One merger, at fair value	$	—		757,399		—
Common stock exchanged for Equity One shares	$	—		4,471,808		—
Deconsolidation of previously consolidated partnership:
Real estate, net	$	—		—		14,144
Investments in real estate partnerships	$	—		—		(3,355	)
Notes payable	$	—		—		(9,415	)
Other assets and liabilities	$	—		—		571
Limited partners' interest in consolidated partnerships	$	—		—		(2,099	)

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018


1.	Summary of Significant Accounting Policies

(a) Organization and Principles of Consolidation

General

Regency Centers Corporation (the “Parent Company”) began its operations as a REIT in 1993 and is the general partner of Regency Centers, L.P. (the “Operating Partnership”). The Parent Company engages in the ownership, management, leasing, acquisition, development and redevelopment of shopping centers through the Operating Partnership, and has no other assets other than through its investment in the Operating Partnership. The Parent Company's only liabilities are $500 million of unsecured notes, which are co-issued and guaranteed by the Operating Partnership. The Parent Company guarantees all of the unsecured debt of the Operating Partnership. As of December 31, 2018, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (the "Company” or “Regency”) owned 305 properties and held partial interests in an additional 120 properties through unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "co-investment partnerships").

On March 1, 2017, Regency completed its merger with 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 the issuance of approximately $65.5 million shares of Regency common stock to effect the merger.

Estimates, Risks, and Uncertainties

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of commitments and contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates in the Company's financial statements relate to the net carrying values of its real estate investments, collectability of accounts receivable and straight line rent receivable, goodwill, and acquired lease intangible assets and acquired lease intangible liabilities. It is possible that the estimates and assumptions that have been utilized in the preparation of the consolidated financial statements could change significantly if economic conditions were to weaken.

Consolidation

The accompanying consolidated financial statements include the accounts of the Parent Company, the Operating Partnership, its wholly-owned subsidiaries, and consolidated partnerships in which the Company has a controlling interest. Investments in real estate partnerships not controlled by the Company are accounted for under the equity method. All significant inter-company balances and transactions are eliminated in the consolidated financial statements.

The Company consolidates properties that are wholly owned or properties where it owns less than 100%, but which it controls. Control is determined using an evaluation based on accounting standards related to the consolidation of VIEs and voting interest entities. For joint ventures that are determined to be a VIE, the Company consolidates the entity where it is deemed to be the primary beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE.

Ownership of the Parent Company

The Parent Company has a single class of common stock outstanding.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

Ownership of the Operating Partnership

The Operating Partnership's capital includes general and limited common Partnership Units. As of December 31, 2018, the Parent Company owned approximately 99.8%, or 167,904,593, of the 168,254,495 outstanding common Partnership Units of the Operating Partnership, with the remaining limited common Partnership Units held by third parties ("Exchangeable operating partnership units" or "EOP units"). The Parent Company serves as general partner of the Operating Partnership. The EOP unit holders have limited rights over the Operating Partnership such that they do not have the power to direct the activities of the Operating Partnership. Accordingly, the Operating Partnership is considered a VIE, and the Parent Company, which consolidates it, is the primary beneficiary. The Parent Company's only investment is the Operating Partnership. Net income and distributions of the Operating Partnership are allocable to the general and limited common Partnership Units in accordance with their ownership percentages.

Real Estate Partnerships

Regency has a partial ownership interest in 133 properties through partnerships, of which 13 are consolidated. Regency's partners include institutional investors, other real estate developers and/or operators, and individual parties who had a role in Regency sourcing transactions for development and investment (the "Partners" or "limited partners"). Regency has a variable interest in these entities through its equity interests. As managing member, Regency maintains the books and records and typically provides leasing and property management to the partnerships. The Partners’ level of involvement in these partnerships varies from protective decisions (debt, bankruptcy, selling primary asset(s) of business) to involvement in approving leases, operating budgets, and capital budgets. The assets of these partnerships are restricted to the use of the partnerships and cannot be used by general creditors of the Company. And similarly, the obligations of these partnerships can only be settled by the assets of these partnerships.


•	Those partnerships for which the Partners are involved in the day to day decisions and do not have any other aspects that would cause them to be considered VIEs, are evaluated for consolidation using the voting interest model.


◦	Those partnerships in which Regency has a controlling financial interest are consolidated and the limited partners’ ownership interest and share of net income is recorded as noncontrolling interest.


◦	Those partnerships in which Regency does not have a controlling financial interest are accounted for using the equity method and Regency's ownership interest is recognized through single-line presentation as Investments in real estate partnerships, in the Consolidated Balance Sheet, and Equity in income of investments in real estate partnerships, in the Consolidated Statements of Operations. Cash distributions of earnings from operations from Investments in real estate partnerships are presented in Cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows. Cash distributions from the sale of a property or loan proceeds received from the placement of debt on a property included in Investments in real estate partnerships are presented in Cash flows provided by investing activities in the accompanying Consolidated Statements of Cash Flows. Distributed proceeds from debt refinancing and real estate sales in excess of Regency's carrying value of its investment has resulted in a negative investment balance for one partnership, which is recorded within Accounts payable and other liabilities in the Consolidated Balance Sheets.

◦

Those partnerships in which Regency does not have a controlling financial interest are accounted for using the equity method and Regency's ownership interest is recognized through single-line presentation as Investments in real estate partnerships, in the Consolidated Balance Sheet, and Equity in income of investments in real estate partnerships, in the Consolidated Statements of Operations. Cash distributions of earnings from operations from Investments in real estate partnerships are presented in Cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows. Cash distributions from the sale of a property or loan proceeds received from the placement of debt on a property included in Investments in real estate partnerships are presented in Cash flows provided by investing activities in the accompanying Consolidated Statements of Cash Flows. Distributed proceeds from debt refinancing and real estate sales in excess of Regency's carrying value of its investment has resulted in a negative investment balance for one partnership, which is recorded within Accounts payable and other liabilities in the Consolidated Balance Sheets.

The net difference in the carrying amount of investments in real estate partnerships and the underlying equity in net assets is accreted to earnings and recorded in Equity in income of investments in real estate partnerships in the accompanying Consolidated Statements of Operations over the expected useful lives of the properties and other intangible assets, which range in lives from 10 to 40 years.


•	Those partnerships for which the Partners only have protective rights are considered VIEs under ASC Topic 810, Consolidation. Regency is the primary beneficiary of these VIEs as Regency has power over these partnerships and they operate primarily for the benefit of Regency. As such, Regency consolidates these entities and reports the limited partners’ interest as noncontrolling interests.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

The majority of the operations of the VIEs are funded with cash flows generated by the properties, or in the case of developments, with capital contributions or third party construction loans. Regency does not provide financial support to the VIEs.

The major classes of assets, liabilities, and noncontrolling equity interests held by the Company's VIEs, exclusive of the Operating Partnership as a whole, are as follows:



(in thousands)	December 31, 2018	December 31, 2017
Assets
Net real estate investments	$112,085	172,736
Cash and cash equivalents	7,309	4,993
Liabilities
Notes payable	18,432	16,551
Equity
Limited partners’ interests in consolidated partnerships	30,280	17,572

Noncontrolling Interests

Noncontrolling Interests of the Parent Company

The consolidated financial statements of the Parent Company include the following ownership interests held by owners other than the common stockholders of the Parent Company: (i) the limited Partnership Units in the Operating Partnership held by third parties ("Exchangeable operating partnership units") and (ii) the minority-owned interest held by third parties in consolidated partnerships (“Limited partners' interests in consolidated partnerships”). The Parent Company has included all of these noncontrolling interests in permanent equity, separate from the Parent Company's stockholders' equity, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity. The portion of net income or comprehensive income attributable to these noncontrolling interests is included in net income and comprehensive income in the accompanying Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income of the Parent Company.

In accordance with ASC Topic 480, Distinguishing Liabilities from Equity, securities that are redeemable for cash or other assets at the option of the holder, not solely within the control of the issuer, are to be classified as redeemable noncontrolling interests outside of permanent equity in the Consolidated Balance Sheets. The Parent Company has evaluated the conditions as specified under ASC Topic 480 as it relates to exchangeable operating partnership units outstanding and concluded that it has the right to satisfy the redemption requirements of the units by delivering unregistered common stock. Each outstanding exchangeable operating partnership unit is exchangeable for one share of common stock of the Parent Company, and the unit holder cannot require redemption in cash or other assets. Limited partners' interests in consolidated partnerships are not redeemable by the holders. The Parent Company also evaluated its fiduciary duties to itself, its shareholders, and, as the managing general partner of the Operating Partnership, to the Operating Partnership, and concluded its fiduciary duties are not in conflict with each other or the underlying agreements. Therefore, the Parent Company classifies such units and interests as permanent equity in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity.

Noncontrolling Interests of the Operating Partnership

The Operating Partnership has determined that limited partners' interests in consolidated partnerships are noncontrolling interests. Subject to certain conditions and pursuant to the terms of the agreement, the Company generally has the right, but not the obligation, to purchase the other member’s interest or sell its own interest in these consolidated partnerships. The Operating Partnership has included these noncontrolling interests in permanent capital, separate from partners' capital, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Capital. The portion of net income (loss) or comprehensive income (loss) attributable to these noncontrolling interests is included in net income and comprehensive income in the accompanying Consolidated Statements of Operations and Consolidated Statements Comprehensive Income of the Operating Partnership.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

(b) Revenues and Tenant Receivable

Leasing Revenue and Receivables

The Company leases space to tenants under agreements with varying terms. Leases are accounted for as operating leases with minimum rent recognized on a straight-line basis over the term of the lease regardless of when payments are due.

When the Company is the owner of the leasehold improvements, recognition of straight-line lease revenue commences when the lessee is given possession of the leased space upon completion of tenant improvements. However, when the leasehold improvements are owned by the tenant, the lease inception date is the date the tenant obtains possession of the leased space for purposes of constructing its leasehold improvements.

More than half of all of the lease agreements with anchor tenants contain provisions that provide for additional rents based on tenants' sales volume ("percentage rent"). Percentage rents are recognized when the tenants achieve the specified targets as defined in their lease agreements. Most all lease agreements contain provisions for reimbursement of the tenants' share of real estate taxes, insurance and CAM costs. Recovery of real estate taxes, insurance, and CAM costs are recognized as the respective costs are incurred in accordance with the lease agreements.

The following table represents the components of Tenant and other receivables, net in the accompanying Consolidated Balance Sheets:



	December 31,
(in thousands)	2018			2017
Billed tenant receivables	$	25,590		25,329
Accrued CAM, insurance and tax reimbursements	25,305			14,825
Other receivables	30,953			34,472
Straight-line rent receivables	105,677			93,284
Notes receivable	—			15,803
Less: allowance for doubtful accounts	(10,100		)	(8,040	)
Less: straight-line rent reserves	(5,066		)	(4,688	)
Total tenant and other receivables, net	$	172,359		170,985

The Company estimates the collectibility of the accounts receivable related to base rents, straight-line rents, expense reimbursements, and other revenue taking into consideration the Company's historical write-off experience, tenant credit-worthiness, current economic trends, and remaining lease terms. The Company recorded the following provisions for doubtful accounts:



	Year ended December 31,
(in thousands)	2018		2017	2016
Gross provision for doubtful accounts	$	4,993	3,992	1,705
Provision for straight line rent reserve	$	1,741	1,129	2,271

Real Estate Sales

On January 1, 2018, the Company adopted the new accounting guidance for sales of nonfinancial assets (“Subtopic 610-20”), as discussed further in the section below, Recent Accounting Pronouncements. Upon adoption of the new standard, the Company's accounting policy for real estate sales subject to Subtopic 610-20 has been updated. Effective January 1, 2018, the Company derecognizes real estate and recognizes a gain or loss on sales of real estate when a contract exists and control of the property has transferred to the buyer. Control of the property, including controlling financial interest, is generally considered to transfer upon closing through transfer of the legal title and possession of the property. Any retained noncontrolling interest is measured at fair value. This change in accounting policy resulted in the recognition, through opening retained

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

earnings on January 1, 2018, of $30.9 million of previously deferred gains from property sales to the Company's Investments in real estate partnerships.

Prior to January 1, 2018, the Company recognized profits from sales of real estate under the full accrual method by the Company when: (i) a sale was consummated; (ii) the buyer's initial and continuing investment was adequate to demonstrate a commitment to pay for the property; (iii) the Company's receivable, if applicable, was not subject to future subordination; (iv) the Company had transferred to the buyer the usual risks and rewards of ownership; and (v) the Company did not have substantial continuing involvement with the property.

Management Services

On January 1, 2018, the Company adopted the new accounting guidance for revenue recognition (Topic 606 Revenue from Contracts with Customers, “Topic 606”), as discussed further in the section below, Recent Accounting Pronouncements. Upon adoption of the new standard, certain of the Company's significant accounting policies subject to Topic 606 have been updated.

The Company adopted Topic 606 using a modified retrospective approach and applied the transition practical expedients allowed by the standard. Additionally, the Company does not need to estimate variable consideration to recognize revenue and was able to apply the practical expedient related to the remaining performance obligations, because all of its performance obligations are:

satisfied at a point in time,
part of a contract that has an original expected duration of one year or less, or


•	considered to be a series of performance obligations where variable consideration is allocated entirely to a wholly unsatisfied distinct day of service that forms part of the series.

Subsequent to the adoption of Topic 606, the Company recognizes revenue when or as control of the promised services are transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The following is a description of the Company's revenue from contracts with customers which is in the scope of Topic 606.

Property and Asset Management Services

The Company is engaged under agreements with its joint venture partnerships, which are generally perpetual in nature and cancellable through unanimous partner approval, absent an event of default. Under these agreements, the Company is to provide asset management, property management, and leasing services for the joint ventures' shopping centers. The fees are market-based, generally calculated as a percentage of either revenues earned or the estimated values of the properties managed or the proceeds received, and are recognized over the monthly or quarterly periods as services are rendered. Property management and asset management services represent a series of distinct daily services. Accordingly, the Company satisfies its performance obligation as service is rendered each day and the variability associated with that compensation is resolved each day. Amounts due from the partnerships for such services are paid during the month following the monthly or quarterly service periods.

Several of the Company’s partnership agreements provide for incentive payments, generally referred to as “promotes” or “earnouts,” to Regency for appreciation in property values in Regency's capacity as manager. The terms of these promotes are based on appreciation in real estate value over designated time intervals. The Company evaluates its expected promote payout at each reporting period, which generally does not result in revenue recognition until the measurement period has completed, when the amount can be reasonably determined and the amount is not probable of significant reversal. The Company did not recognize any promote revenue during the years ended December 31, 2018, 2017, or 2016.

Leasing Services

Leasing service fees are based on a percentage of the total rent due under the lease. The leasing service is considered performed upon successful execution of an acceptable tenant lease for the joint ventures’ shopping centers, at which time revenue is recognized. Payment of the first half of the fee

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

is generally due upon lease execution and the second half is generally due upon tenant opening or rent payments commencing.

Transaction Services

The Company also receives transaction fees, as contractually agreed upon with each joint venture, which include acquisition fees, disposition fees, and financing service fees. Control of these services is generally transferred at the time the related transaction closes, which is the point in time when the Company recognizes the related fee revenue. Any unpaid amounts related to transaction-based fees are included in Tenant and other receivables, net, within the Consolidated Balance Sheets.

All income from management service contracts is included within Management, transaction and other fees on the Consolidated Statements of Operations, as follows:



			Year ended December 31,
(in thousands)	Timing of satisfaction of performance obligations		2018	2017	2016
Property management services	Over time	$	14,663	13,917	13,075
Asset management services	Over time		7,213	7,090	6,746
Leasing services	Point in time		4,044	3,573	4,285
Other transaction fees	Point in time		2,574	1,578	1,221
Total management, transaction, and other fees		$	28,494	26,158	25,327

The accounts receivable for management services, which is included within Tenant and other receivables, net, in the accompanying Consolidated Balance Sheets, are $12.5 million and $8.7 million, as of December 31, 2018 and 2017.

The following table details the components of Real estate assets in the Consolidated Balance Sheets:



(in thousands)	December 31, 2018		December 31, 2017
Land	$	4,205,445	4,235,032
Land improvements	613,847		556,140
Buildings	5,088,102		4,999,378
Building and tenant improvements	901,596		787,880
Construction in progress	54,172		314,391
Total real estate assets	$	10,863,162	10,892,821

Capitalization and Depreciation

Maintenance and repairs that do not improve or extend the useful lives of the respective assets are recorded in operating and maintenance expense.

As part of the leasing process, the Company may provide the lessee with an allowance for the construction of leasehold improvements. These leasehold improvements are capitalized and recorded as tenant improvements, and depreciated over the shorter of the useful life of the improvements or the remaining lease term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Company is not considered the owner of the improvements, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of minimum rent. Factors considered during this evaluation include, among other things, who holds legal title to the improvements as well as other controlling rights provided by the lease agreement and provisions for substantiation of such costs (e.g. unilateral control of the tenant space during the build-out process). Determination of the appropriate accounting for the payment of a tenant allowance is made on a lease-by-lease basis, considering the facts and circumstances of the individual tenant lease.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

Depreciation is computed using the straight-line method over estimated useful lives of approximately 15 years for land improvements, 40 years for buildings and improvements, and the shorter of the useful life or the remaining lease term subject to a maximum of 10 years for tenant improvements, and three to seven years for furniture and equipment.

Development Costs

Land, buildings, and improvements are recorded at cost. All specifically identifiable costs related to development activities are capitalized into Real estate assets in the accompanying Consolidated Balance Sheets, and are included in Construction in progress within the above table. The capitalized costs include pre-development costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, and allocated direct employee costs incurred during the period of development. Interest costs are capitalized into each development project based upon applying the Company's weighted average borrowing rate to that portion of the actual development costs expended. The Company discontinues interest and real estate tax capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would the Company capitalize interest on the project beyond 12 months after substantial completion of the building shell.

Pre-development costs represent the costs the Company incurs prior to land acquisition including contract deposits, as well as legal, engineering, and other external professional fees related to evaluating the feasibility of developing a shopping center. As of December 31, 2018 and 2017, the Company had deposits of approximately $550,000 and $3.5 million, respectively, included in Construction in progress. If the Company determines that the development of a particular shopping center is no longer probable, any related pre-development costs previously capitalized are immediately expensed. During the years ended December 31, 2018, 2017, and 2016, the Company expensed pre-development costs of approximately $1.9 million, $1.5 million, and $1.5 million, respectively, in Other operating expenses in the accompanying Consolidated Statements of Operations.

Acquisitions

Through June 30, 2017, the Company and its real estate partnerships accounted for operating property acquisitions as business combinations using the acquisition method. Effective July 1, 2017, upon the adoption of Accounting Standards Update ("ASU") 2017-01: Business Combinations (Topic 805) - Clarifying the Definition of a Business, operating property acquisitions are generally considered asset acquisitions. The Company expenses transaction costs associated with business combinations in the period incurred and capitalizes transaction costs associated with asset acquisitions. Both business combinations and asset acquisitions require that the Company recognize and measure the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the operating property acquired ("acquiree").

The Company's methodology includes estimating an “as-if vacant” fair value of the physical property, which includes land, building, and improvements. In addition, the Company determines the estimated fair value of identifiable intangible assets and liabilities, considering the following categories: (i) value of in-place leases, and (ii) above and below-market value of in-place leases.

The value of in-place leases is estimated based on the value associated with the costs avoided in originating leases compared to the acquired in-place leases as well as the value associated with lost rental and recovery revenue during the assumed lease-up period. The value of in-place leases is recorded to Depreciation and amortization expense in the Consolidated Statements of Operations over the remaining expected term of the respective leases.

Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management's estimate of fair market lease rates for comparable in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, including below-market renewal options, if applicable. The value of above-market leases is amortized as a reduction of minimum rent over the remaining terms of the respective leases and the value of below-market leases is accreted to minimum rent over the remaining terms of the respective leases, including below-market renewal options, if applicable. The Company does not assign value to customer

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

relationship intangibles if it has pre-existing business relationships with the major retailers at the acquired property since they do not provide incremental value over the Company's existing relationships.

Held for Sale

The Company classifies land, an operating property, or a property in development as held-for-sale upon satisfaction of the following criteria: (i) management commits to a plan to sell a property (or group of properties), (ii) the property is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such properties, (iii) an active program to locate a buyer and other actions required to complete the plan to sell the property have been initiated, (iv) the sale of the property is probable and transfer of the asset is expected to be completed within one year, (v) the property is being actively marketed for sale, and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Properties held-for-sale are carried at the lower of cost or fair value less costs to sell.

Impairment

We evaluate whether there are any indicators, including property operating performance and general market conditions, that the value of the real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. For those properties with such indicators, management evaluates recoverability of the property's carrying amount. Through the evaluation, we compare the current carrying value of the asset to the estimated undiscounted cash flows that are directly associated with the use and ultimate disposition of the asset. Our estimated cash flows are based on several key assumptions, including rental rates, costs of tenant improvements, leasing commissions, anticipated hold period, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and could differ materially from actual results. Changes in our disposition strategy or changes in the marketplace may alter the hold period of an asset or asset group which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance. To the extent that the carrying value of the asset exceeds the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over fair value. If such indicators are not identified, management will not assess the recoverability of a property's carrying value. If a property previously classified as held and used is changed to held-for-sale, the Company estimates fair value, less expected costs to sell, which could cause the Company to determine that the property is impaired.

The fair value of real estate assets is subjective and is determined through 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. Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors, and therefore is subject to management judgment and changes in those factors could impact the determination of fair value. In estimating the fair value of undeveloped land, the Company generally uses market data and comparable sales information.

A loss in value of investments in real estate partnerships under the equity method of accounting, other than a temporary decline, must be recognized in the period in which the loss occurs. If management identifies indicators that the value of the Company's investment in real estate partnerships may be impaired, it evaluates the investment by calculating the fair value of the investment by discounting estimated future cash flows over the expected term of the investment.

Tax Basis

The net book basis of the Company's real estate assets exceeds the net tax basis by approximately $2.8 billion at both December 31, 2018 and 2017, primarily due to the tax free merger with Equity One and inheriting lower carryover tax basis.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

(d) Cash and Cash Equivalents and Restricted Cash

Any instruments which have an original maturity of 90 days or less when purchased are considered cash equivalents. As of December 31, 2018 and 2017, $2.7 million and $4.0 million, respectively, of cash was restricted through escrow agreements and certain mortgage loans, and are presented as Restricted cash in the Consolidated Balance Sheets.

(e) Other Assets

Goodwill

Goodwill represents the excess of the purchase price consideration for the Equity One merger over the fair value of the assets acquired and liabilities assumed. The Company accounts for goodwill in accordance with ASC Topic 350, Intangibles - Goodwill and Other, and allocates its goodwill to its reporting units, which have been determined to be at the individual property level. The Company performs an impairment evaluation of its goodwill at least annually, in November of each year, or more frequently as triggers occur.

The goodwill impairment evaluation is completed using either a qualitative or quantitative approach. Under a qualitative approach, the impairment review for goodwill consists of an assessment of whether it is more-likely-than-not that the reporting unit’s fair value is less than its carrying value, including goodwill. If a qualitative approach indicates it is more likely-than-not that the estimated carrying value of a reporting unit (including goodwill) exceeds its fair value, or if the Company chooses to bypass the qualitative approach for any reporting unit, the Company will perform the quantitative approach described below.

The quantitative approach consists of estimating the fair value of each reporting unit using discounted projected future cash flows and comparing those estimated fair values with the carrying values, which include the allocated goodwill. If the estimated fair value is less than the carrying value, the Company would then recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

Investments

The Company determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such determinations at each balance sheet date. The fair value of securities is determined using quoted market prices.

Debt securities are classified as held to maturity when the Company has the positive intent and ability to hold the securities to maturity. Debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized through earnings in Investment income in the Consolidated Statements of Operations. Debt securities not classified as held to maturity or as trading, are classified as available-for-sale, and are carried at fair value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in the Consolidated Statements of Comprehensive Income.

Equity securities with readily determinable fair values are measured at fair value with changes in the fair value recognized through net income and presented within Investment income in the Consolidated Statements of Operations.

(f) Deferred Leasing Costs

Deferred leasing costs consist of internal and external commissions and legal costs associated with leasing the Company's shopping centers, and are presented net of accumulated amortization. Such costs are amortized over the period through lease expiration. If the lease is terminated early, the remaining leasing costs are written off. See note 1(o), Recent Accounting Pronouncements, for expected changes in 2019 upon adoption of a new accounting standard.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

(g) Derivative Financial Instruments

The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or future payment of known and uncertain cash amounts, the amount of which are determined by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known or expected cash payments principally related to the Company's borrowings.

All derivative instruments, whether designated in hedging relationships or not, are recorded on the accompanying Consolidated Balance Sheets at their fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

The Company uses interest rate swaps to mitigate its interest rate risk on a related financial instrument or forecasted transaction, and the Company designates these interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges generally involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company also utilizes cash flow hedges to lock U.S. Treasury rates in anticipation of future fixed-rate debt issuances. The gains or losses resulting from changes in fair value of derivatives that qualify as cash flow hedges are recognized in Accumulated other comprehensive income (“AOCI”). Upon the settlement of a hedge, gains and losses remaining in AOCI are amortized through earnings over the underlying term of the hedged transaction. The cash receipts or payments related to interest rate swaps are presented in cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows.

The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions. The Company assesses, both at inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows and/or forecasted cash flows of the hedged items.

In assessing the valuation of the hedges, the Company uses standard market conventions and techniques such as discounted cash flow analysis, option pricing models, and termination costs at each balance sheet date. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized.

(h) Income Taxes

The Parent Company believes it qualifies, and intends to continue to qualify, as a REIT under the Code. As a REIT, the Parent Company will generally not be subject to federal income tax, provided that distributions to its stockholders are at least equal to REIT taxable income. Each wholly-owned corporate subsidiary of the Operating Partnership has elected to be a TRS as defined in Section 856(l) of the Code. The TRS's are subject to federal and state income taxes and file separate tax returns. As a pass through entity, the Operating Partnership generally does not pay taxes, but its taxable income or loss is reported by its partners, of which the Parent Company, as general partner and approximately 99.8% owner, is allocated its pro-rata share of tax attributes.

The Company accounts for income taxes related to its TRS’s under the asset and liability approach, which requires the recognition of the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

effect for the year in which the differences are expected to reverse. The Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized. A valuation allowance is recorded to reduce deferred tax assets when it is believed that it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company considers all available positive and negative evidence, including forecasts of future taxable income, the reversal of other existing temporary differences, available net operating loss carryforwards, tax planning strategies and recent and projected results of operations in order to make that determination.

In addition, tax positions are initially recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open tax years (2015 and forward for federal and state) based on an assessment of many factors including past experience and interpretations of tax laws applied to the facts of each matter.

The Tax Cuts and Jobs Act (the “Act”) was signed into law in December 2017. Key provisions in the Act have significant financial statement effects. These effects include remeasurement of deferred taxes, recognition of liabilities for taxes on mandatory deemed repatriation and certain other foreign income, and reassessment of the realizability of deferred tax assets. Because the asset and liability approach under ASC 740 requires companies to recognize the effect of tax law changes in the period of enactment, the effects were recognized in the Company's December 2017 financial statements, even though the effective date of the law for most provisions is January 1, 2018. The Company calculated the tax impact of the change in tax law. The revaluation of the deferred tax assets and liabilities at the appropriate tax rate resulted in a $9.7 million benefit recognized in earnings for 2017. To the extent that all information necessary was not available, prepared or analyzed, companies were allotted a measurement period to make adjustments for the effect of the law. The Company completed its analysis of the Act during 2018 and recorded an immaterial benefit in earnings.

(i) Earnings per Share and Unit

Basic earnings per share of common stock and unit are computed based upon the weighted average number of common shares and units, respectively, outstanding during the period. Diluted earnings per share and unit reflect the conversion of obligations and the assumed exercises of securities including the effects of shares issuable under the Company's share-based payment arrangements, if dilutive. Dividends paid on the Company's share-based compensation awards are not participating securities as they are forfeitable.

(j) Stock-Based Compensation

The Company grants stock-based compensation to its employees and directors. The Company recognizes the cost of stock-based compensation based on the grant-date fair value of the award, which is expensed over the vesting period.

When the Parent Company issues common stock as compensation, it receives a like number of common units from the Operating Partnership. The Company is committed to contributing to the Operating Partnership all proceeds from the share-based awards granted under the Parent Company's Long-Term Omnibus Plan (the “Plan”). Accordingly, the Parent Company's ownership in the Operating Partnership will increase based on the amount of proceeds contributed to the Operating Partnership for the common units it receives. As a result of the issuance of common units to the Parent Company for stock-based compensation, the Operating Partnership records the effect of stock-based compensation for awards of equity in the Parent Company.

(k) Segment Reporting

The Company's business is investing in retail shopping centers through direct ownership or partnership interests. The Company actively manages its portfolio of retail shopping centers and may from time to time make decisions to sell lower performing properties or developments not meeting its long-term investment objectives. The proceeds from sales are generally reinvested into higher quality retail shopping centers, through acquisitions, new developments, or redevelopment of existing centers, which management believes will generate sustainable revenue growth and attractive returns. It is management's intent that all retail shopping centers will be owned or developed for investment purposes; however, the Company may decide to

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

sell all or a portion of a development upon completion. The Company's revenues and net income are generated from the operation of its investment portfolio. The Company also earns fees for services provided to manage and lease retail shopping centers owned through joint ventures.

The Company's portfolio is located throughout the United States. Management does not distinguish or group its operations on a geographical basis for purposes of allocating resources or capital. The Company reviews operating and financial data for each property on an individual basis; therefore, the Company defines an operating segment as its individual properties. The individual properties have been aggregated into one reportable segment based upon their similarities with regard to both the nature and economics of the centers, tenants and operational processes, as well as long-term average financial performance.

(l) Business Concentration

Grocer anchor tenants represent approximately 18% of pro-rata annual base rent. No single tenant accounts for 5% or more of revenue and none of the shopping centers are located outside the United States.

(m) Fair Value of Assets and Liabilities

Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement is determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the Company uses a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from independent sources (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the Company's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The three levels of inputs used to measure fair value are as follows:


•	Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.


•	Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.


•	Level 3 - Unobservable inputs for the asset or liability, which are typically based on the Company's own assumptions, as there is little, if any, related market activity.

The Company also remeasures nonfinancial assets and nonfinancial liabilities, initially measured at fair value in a business combination or other new basis event, at fair value in subsequent periods if a remeasurement event occurs.

(n) Reclassifications

Certain amounts included in the Consolidated Balance Sheets for 2017 have been reclassified to conform to the 2018 financial statement presentation as a result of changes in presentation of Real estate assets, at cost.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

(o) Recent Accounting Pronouncements

The following table provides a brief description of recent accounting pronouncements and expected impact on our financial statements:



Standard	Description	Date of adoption	Effect on the financial statements or other significant matters
Recently adopted:

ASU 2017-12, August 2017, Targeted Improvements to Accounting for Hedging Activities	This ASU provides updated guidance to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. The adoption method requires the Company to recognize the cumulative effect of initially applying the ASU as an adjustment to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the update.	January 2018	The Company adopted this ASU using a modified retrospective transition method, which resulted in an immaterial adjustment to opening retained earnings and accumulated other comprehensive income for previously recognized hedge ineffectiveness from off-market hedges.

ASU 2016-01, January 2016, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities	This ASU amends the guidance on equity securities with readily determinable fair values to no longer require classification as either trading or available-for-sale and now requires equity securities to be measured at fair value with changes in the fair value recognized through net income. Equity investments accounted for under the equity method are not included in the scope of this amendment.	January 2018	The Company's adoption of this standard did not have a significant impact on its results of operations, financial condition or cash flows as the Company had, at January 1, 2018, an insignificant amount of equity securities within the scope of this standard. The adoption did not result in a material impact to the Company's fair value disclosures.

ASU 2016-15, August 2016, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments	This ASU makes eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows.	January 2018	The adoption of this ASU did not result in a change to the Company's Consolidated Statements of Cash Flows.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018



Standard	Description	Date of adoption	Effect on the financial statements or other significant matters
ASU 2018-15, August 2018, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The ASU provides further clarification of the appropriate presentation of capitalized costs, the period over which to recognize the expense, the presentation within the Statements of Operations and Statements of Cash Flows, and the disclosure requirements. Early adoption of the standard is permitted.	January 2020	The Company is currently evaluating the accounting standard, but does not expect the adoption to have a material impact on its financial position, results of operations, or cash flows.

ASU 2016-13, June 2016, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	This ASU replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This ASU also applies to how the Company determines its allowance for doubtful accounts on tenant receivables.	January 2020	The Company is evaluating the alternative methods of adoption and the impact it will have on its financial statements and related disclosures.

ASU 2018-13, August 2018, Fair Value Measurements (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement	This ASU modifies the disclosure requirements for fair value measurements within the scope of Topic 820, Fair Value Measurement, including the removal and modification of certain existing disclosures, and the addition of new disclosures.	January 2020	The Company is currently evaluating the impact of adopting this new accounting standard, which is expected to only impact fair value measurement disclosures and therefore should have minimal impact on the Company's financial position, results of operations, or cash flows.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018


2.	Real Estate Investments

Acquisitions

The following tables detail the shopping centers acquired or land acquired or leased for development.



(in thousands)		December 31, 2018
Date Purchased	Property Name	City/State	Property Type	Purchase Price		Debt Assumed, Net of Premiums	Intangible Assets	Intangible Liabilities
01/10/18	Hewlett Crossing I & II	Hewlett, NY	Operating	$	30,900	9,700	3,114	1,868
04/03/18	Rivertowns Square	Dobbs Ferry, NY	Operating	68,933		—	4,993	5,554
12/14/18	Pablo Plaza (1)	Jacksonville, FL	Operating	1,310		—	—	—
12/27/18	The Village at Hunter's Lake	Tampa, FL	Development	1,812		—	—	—
12/31/18	Carytown Exchange (2)	Richmond, VA	Development	13,284		—	264	—
Total property acquisitions				$	116,239	9,700	8,371	7,422
(1) The Company purchased a 5,000 square foot building adjacent to the Company's existing operating Pablo Plaza for redevelopment.
(2) The Company closed on the Carytown Exchange development, with a partner contributing land valued at $13 million which is recorded within Limited partners' interest in consolidated partnerships in the accompanying Consolidated Balance Sheets. Regency is contributing the capital to fund the development, which is currently estimated to be approximately $26 million.



(in thousands)		December 31, 2017
Date Purchased	Property Name	City/State	Property Type	Purchase Price		Debt Assumed, Net of Premiums	Intangible Assets	Intangible Liabilities
03/06/17	The Field at Commonwealth	Chantilly, VA	Development	$	9,500	—	—	—
03/08/17	Pinecrest Place (1)	Miami, FL	Development	—		—	—	—
04/13/17	Mellody Farm (2)	Chicago, IL	Development	26,200		—	—	—
06/28/17	Concord outparcel (3)	Miami, FL	Operating	350		—	—	—
07/20/17	Aventura Square outparcel (4)	Miami, FL	Operating	1,750		—	90	9
11/15/17	Indigo Square	Mount Pleasant, SC	Development	3,900		—	—	—
12/21/17	Scripps Ranch Marketplace	San Diego, CA	Operating	81,600		27,000	4,997	9,551
12/28/17	Roosevelt Square	Seattle, WA	Operating	68,084		—	3,842	8,002
Total property acquisitions				$	191,384	27,000	8,929	17,562
(1) The Company leased 10.67 acres for a ground up development.
(2) The Operating Partnership issued 195,732 partnership units valued at $13.1 million as partial consideration for the purchase price.
(3) The Company purchased a 0.67 acre vacant outparcel adjacent to the Company's existing operating Concord Shopping Plaza.
(4) The Company purchased a 0.06 acre outparcel improved with a leased building adjacent to the Company's existing operating Aventura Square.

Equity One Merger

General

On March 1, 2017, Regency completed its merger with Equity One, a NYSE listed shopping center company, 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 Regency common shares being issued to effect the merger.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

The following table provides the components that make up the total purchase price for the Equity One merger:



(in thousands, except stock price)	Purchase Price
Shares of common stock issued for merger	65,379
Closing stock price on March 1, 2017	$	68.40
Value of common stock issued for merger	$	4,471,808
Other cash payments	721,297
Total purchase price	$	5,193,105

As part of the merger, Regency acquired 121 properties, including 8 properties held through co-investment partnerships. 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, going forward and resulted in the following impact to Revenues and Net income attributable to common stockholders:



(in thousands)	Year ended December 31, 2017
Increase in total revenues	$	337,761
Increase in net income attributable to common stockholders	$	81,766

The Company incurred $80.7 million and $6.5 million, respectively, of merger-related transaction costs during the years ended December 31, 2017 and 2016, which are recorded in Other operating expenses in the accompanying Consolidated Statements of Operations, and are not reflected in the table above.

Final Purchase Price Allocation of Merger

The Equity One merger has been accounted for using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, which requires, among other things, that the assets acquired and liabilities assumed be recognized at their acquisition date fair values and allows a measurement period, not to exceed one year from the acquisition date, to finalize the acquisition date fair values. The merger closed on March 1, 2017, and the Company finalized its purchase price allocation by March 1, 2018.

The acquired assets and assumed liabilities of an acquired operating property generally include, but are not limited to: land, buildings and improvements, identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market leases, and value of acquired in-place leases. This methodology requires estimating an “as-if vacant” fair value of the physical property, which includes land, building, and improvements and also determining the estimated fair value of identifiable intangible assets and liabilities, considering the following categories: (i) value of in-place leases, and (ii) above and below-market value of in-place leases, and deferred taxes related to the book tax difference created through purchase accounting. The excess of the purchase price consideration over the fair value of assets acquired and liabilities assumed resulted in goodwill in the business combination. The goodwill is not deductible for tax purposes.

The fair value of the acquired operating properties is based on a valuation prepared by Regency with assistance of a third party valuation specialist. The third party used stabilized NOI and market specific capitalization and discount rates as the primary inputs in determining the fair value of the real estate assets. Management reviewed the inputs used by the third party specialist as well as the allocation of the purchase price to ensure reasonableness and that the procedures were performed in accordance with management's policy. Management and the third party valuation specialist have prepared their fair value estimates for each of the operating properties acquired, and completed the purchase price allocation during the measurement period.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

The following table summarizes the final purchase price allocation based on the Company's valuation, including estimates and assumptions of the acquisition date fair value of the tangible and intangible assets acquired and liabilities assumed:



(in thousands)	Final Purchase Price Allocation
Land	$	2,865,053
Building and improvements	2,619,163
Construction in progress	68,744
Properties held for sale	19,600
Investments in unconsolidated real estate partnerships	99,666
Real estate assets	5,672,226
Cash, accounts receivable and other assets	112,909
Intangible assets	458,877
Goodwill	332,384
Total assets acquired	6,576,396
Notes payable	757,399
Accounts payable, accrued expenses, and other liabilities	122,217
Lease intangible liabilities	503,675
Total liabilities assumed	1,383,291
Total purchase price	$	5,193,105

The allocation of the purchase price described above requires a significant amount of judgment and represents management's best estimate of the fair value as of the acquisition date.

The following table details the weighted average amortization and net accretion periods, in years, of the major classes of intangible assets and intangible liabilities arising from the Equity One merger:



(in years)		Weighted Average Amortization Period
Assets:
In-place leases		10.8
Above-market leases		7.8
Below-market ground leases		55.3
Liabilities:
Below-market leases		24.9

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

Pro forma Information (unaudited)

The following unaudited pro forma financial data includes the incremental revenues, operating expenses, depreciation and amortization, and costs of the Equity One acquisition as if it had occurred on January 1, 2016:



		Year ended December 31,
(in thousands, except per share data)		2017		2016
Total revenues		$	1,052,221	1,006,367
Income from operations	(1)	281,393		63,907
Net income attributable to common stockholders	(1)	262,270		40,868
Income per common share - basic		1.54		0.25
Income per common share - diluted		1.54		0.25
(1) The pro forma earnings for the year ended December 31, 2017, were adjusted to exclude $103.6 million of merger costs, as if they had occurred during 2016.

The pro forma financial data is not necessarily indicative of what the actual results of operations would have been assuming the transaction had been completed as set forth above, nor does it purport to represent the results of operations for future periods.


3.	Property Dispositions

Dispositions

The following table provides a summary of consolidated shopping centers and land parcels disposed of:



	Year ended December 31,
(in thousands, except number sold data)	2018		2017	2016
Net proceeds from sale of real estate investments	$	250,445	110,015	135,161	'(1)
Gain on sale of real estate, net of tax	$	28,343	27,432	47,321
Provision for impairment of real estate sold	$	31,041	—	1,700
Number of operating properties sold	10		6	11
Number of land parcels sold	9		9	16

(1) Includes cash deposits received in the previous year.

At December 31, 2018, the Company also had four properties classified as Properties held for sale on the Consolidated Balance Sheets, which have sold or are expected to sell subsequent to December 31, 2018.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018


4.	Investments in Real Estate Partnerships

The Company invests in real estate partnerships, which consist of the following:



	December 31, 2018
(in thousands)	Regency's Ownership	Number of Properties	Total Investment		Total Assets of the Partnership	The Company's Share of Net Income of the Partnership	Net Income of the Partnership
GRI - Regency, LLC (GRIR)	40.00%	70	$	189,381	1,646,448	29,614	74,139
New York Common Retirement Fund (NYC)	30.00%	6	54,250		277,626	490	2,239
Columbia Regency Retail Partners, LLC (Columbia I)	20.00%	7	13,625		141,807	1,311	6,650
Columbia Regency Partners II, LLC (Columbia II)	20.00%	13	38,110		377,121	4,673	23,367
Cameron Village, LLC (Cameron)	30.00%	1	11,169		98,633	943	3,177
RegCal, LLC (RegCal)	25.00%	7	31,235		139,844	1,542	6,167
US Regency Retail I, LLC (USAA)	20.01%	7	—		89,524	937	4,685
Other investments in real estate partnerships	9.375% - 50.00%	9	125,231		456,828	3,464	8,661
Total investments in real estate partnerships		120	$	463,001	3,227,831	42,974	129,085



	December 31, 2017
(in thousands)	Regency's Ownership	Number of Properties	Total Investment		Total Assets of the Partnership	The Company's Share of Net Income of the Partnership	Net Income of the Partnership
GRI - Regency, LLC (GRIR)	40.00%	70	$	198,521	1,656,068	27,440	69,211
New York Common Retirement Fund (NYC)	30.00%	6	53,277		284,412	686	2,757
Columbia Regency Retail Partners, LLC (Columbia I)	20.00%	6	7,057		130,836	3,620	18,233
Columbia Regency Partners II, LLC (Columbia II)	20.00%	12	13,720		329,992	1,530	7,690
Cameron Village, LLC (Cameron)	30.00%	1	11,784		99,808	850	2,917
RegCal, LLC (RegCal)	25.00%	7	27,829		138,717	1,403	5,613
US Regency Retail I, LLC (USAA)	20.01%	7	—		90,900	4,456	22,299
Other investments in real estate partnerships	50.00%	6	74,116		154,987	3,356	11,238
Total investments in real estate partnerships		115	$	386,304	2,885,720	43,341	139,958

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

The summarized balance sheet information for the investments in real estate partnerships, on a combined basis, is as follows:



	December 31,
(in thousands)	2018		2017
Investments in real estate, net	$	3,001,481	2,682,578
Acquired lease intangible assets, net	57,053		54,021
Other assets	169,297		149,121
Total assets	$	3,227,831	2,885,720

Notes payable	$	1,609,647	1,514,729
Acquired lease intangible liabilities, net	49,501		42,466
Other liabilities	90,577		70,498
Capital - Regency	498,852		445,068
Capital - Third parties	979,254		812,959
Total liabilities and capital	$	3,227,831	2,885,720

The following table reconciles the Company's capital recorded by the unconsolidated partnerships to the Company's investments in real estate partnerships reported in the accompanying consolidated balance sheet:



	December 31,
(in thousands)	2018			2017
Capital - Regency	$	498,852		445,068
Basis difference	(38,064		)	(37,852	)
Negative investment in USAA (1)	3,513			11,290
Impairment of investment in real estate partnerships	(1,300		)	(1,300	)
Restricted Gain Method deferral (2)	—			(30,902	)
Investments in real estate partnerships	$	463,001		386,304

(1) The USAA partnership has distributed proceeds from debt refinancing and real estate sales in excess of Regency's carrying value of its investment resulting in a negative investment balance, which is recorded within Accounts payable and other liabilities in the Consolidated Balance Sheets.
(2) Upon adoption of ASU 2017-05 (ASC Subtopic 610-20) on January 1, 2018, the Company recognized $30.9 million of previously deferred gains through opening retained earnings, as discussed in note 1 to the Consolidated Financial Statements.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

The revenues and expenses for the investments in real estate partnerships, on a combined basis, are summarized as follows:



	Year ended December 31,
(in thousands)	2018			2017		2016
Total revenues	$	414,631		396,596		364,087
Operating expenses:
Depreciation and amortization	99,847			99,327		99,252
Operating and maintenance	66,299			58,283		52,725
General and administrative	5,697			5,582		5,342
Real estate taxes	54,119			49,904		42,813
Other operating expenses	1,003			2,923		2,356
Total operating expenses	$	226,965		216,019		202,488
Other expense (income):
Interest expense, net	73,508			73,244		69,193
Gain on sale of real estate	(16,624		)	(34,276	)	(70,907	)
Early extinguishment of debt	—			—		69
Other expense (income)	1,697			1,651		2,197
Total other expense (income)	58,581			40,619		552
Net income of the Partnerships	$	129,085		139,958		161,047
The Company's share of net income of the Partnerships	$	42,974		43,341		56,518

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

Acquisitions

The following table provides a summary of shopping centers and land parcels acquired through our unconsolidated real estate partnerships:



(in thousands)		Year ended December 31, 2018
Date Purchased	Property Name	City/State	Property Type	Co-investment Partner	Ownership %	Purchase Price		Debt Assumed, Net of Premiums	Intangible Assets	Intangible Liabilities
01/02/18	Ballard Blocks I	Seattle, WA	Operating	Other	49.90%	$	54,500	—	3,668	2,350
01/02/18	Ballard Blocks II	Seattle, WA	Development	Other	49.90%	4,000		—	—	—
01/05/18	The District at Metuchen	Metuchen, NJ	Operating	Columbia II	20.00%	33,830		—	3,147	1,905
05/18/18	Crossroads Commons II	Boulder, CO	Operating	Columbia I	20.00%	10,500		—	447	769
09/07/18	Ridgewood Shopping Center	Raleigh, NC	Operating	Columbia II	20.00%	45,800		10,233	3,372	2,278
12/17/18	Shoppes at Bartram Park	Jacksonville, FL	Operating (1)	Other	50.00%	984		—	—	—
12/14/18	Town and Country Center	Los Angeles, CA	Operating	Other	9.38%	197,248		90,000	3,255	5,650
Total property acquisitions						$	346,862	100,233	13,889	12,952
(1) Land parcels purchased as additions to the existing operating property.

(in thousands)		Year ended December 31, 2017
Date Purchased	Property Name	City/State	Property Type	Co-investment Partner	Ownership %	Purchase Price		Debt Assumed, Net of Premiums	Intangible Assets	Intangible Liabilities
10/11/17	Midtown East	Raleigh, NC	Development	Other	50.00%	$	15,075	—	—	—
Total property acquisitions						$	15,075	—	—	—

Dispositions

The following table provides a summary of shopping centers and land parcels disposed of through our unconsolidated real estate partnerships:



	Year ended December 31,
(in thousands)	2018		2017	2016
Proceeds from sale of real estate investments	$	27,144	73,122	174,090
Gain on sale of real estate	$	16,624	34,276	70,907
The Company's share of gain on sale of real estate	$	3,608	6,591	25,003
Number of operating properties sold	1		3	10
Number of land out-parcels sold	2		1	1

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

Notes Payable

Scheduled principal repayments on notes payable held by our unconsolidated investments in real estate partnerships as of December 31, 2018 were as follows:



Scheduled Principal Payments and Maturities by Year:	Scheduled Principal Payments		Mortgage Loan Maturities		Unsecured Maturities	Total		Regency’s Pro-Rata Share
2019	$	20,062	65,939		—	86,001		22,294
2020	17,043		326,583		—	343,626		101,841
2021	11,048		269,942		19,635	300,625		104,375
2022	7,811		170,702		—	178,513		68,417
2023	2,989		171,608		—	174,597		65,096
Beyond 5 Years	7,353		529,637		—	536,990		175,032
Net unamortized loan costs, debt premium / (discount)	—		(10,705	)	—	(10,705	)	(3,082	)
Total notes payable	$	66,306	1,523,706		19,635	1,609,647		533,973

These fixed and variable rate loans are all non-recourse, and mature through 2034, with 92.4% having a weighted average fixed interest rate of 4.6%. The remaining notes payable float over LIBOR and had a weighted average variable interest rate of 4.6% at December 31, 2018. Maturing loans will be repaid from proceeds from refinancing, partner capital contributions, or a combination thereof. The Company is obligated to contribute its pro-rata share to fund maturities if the loans are not refinanced, and it has the capacity to do so from existing cash balances, availability on its line of credit, and operating cash flows. The Company believes that its partners are financially sound and have sufficient capital or access thereto to fund future capital requirements. In the event that a co-investment partner was unable to fund its share of the capital requirements of the co-investment partnership, the Company would have the right, but not the obligation, to loan the defaulting partner the amount of its capital call.

Management fee income

In addition to earning our pro-rata share of net income or loss in each of these co-investment partnerships, we receive fees, as follows:



	Year ended December 31,
(in thousands)	2018		2017	2016
Asset management, property management, leasing, and investment and financing services	$	27,873	25,260	24,595

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

Other Assets

The following table represents the components of Other assets in the accompanying Consolidated Balance Sheets:



(in thousands)	December 31, 2018		December 31, 2017
Goodwill	$	314,143	331,884
Investments	41,287		41,636
Prepaid and other	17,937		30,332
Derivative assets	17,482		14,515
Furniture, fixtures, and equipment, net	6,127		6,123
Deferred financing costs, net	6,851		2,637
Total other assets	$	403,827	427,127

The following table presents the goodwill balances and activity during the year to date periods ended:



(in thousands)	December 31, 2018							December 31, 2017
	Goodwill			Accumulated Impairment Losses		Total		Goodwill	Accumulated Impairment Losses	Total
Beginning of year balance	$	331,884		—		331,884		—	—	—
Goodwill resulting from Equity One merger	500			—		500		331,884	—	331,884
Goodwill allocated to Provision for impairment	—			(12,628	)	(12,628	)	—	—	—
Goodwill allocated to Properties held for sale	(1,159		)	—		(1,159	)	—	—	—
Goodwill associated with disposed reporting units:
Goodwill allocated to Provision for impairment	(9,913		)	9,913		—		—	—	—
Goodwill allocated to Gain on sale of real estate	(4,454		)	—		(4,454	)	—	—	—
End of year balance	$	316,858		(2,715	)	314,143		331,884	—	331,884

During the year ended December 31, 2018, the Company recognized a $38.4 million provision for impairment, net of tax, on seven operating properties that sold or are expected to sell, including $12.6 million of goodwill. As the Company identifies properties ("reporting units") that no longer meet its investment criteria, it will evaluate the property for potential sale. A decision to sell a reporting unit results in the need to evaluate its goodwill for recoverability and may result in impairment. If events occur that trigger an impairment evaluation at multiple reporting units, a goodwill impairment may be significant.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018


6.	Acquired Lease Intangibles

The Company had the following acquired lease intangibles:



	December 31,
(in thousands)	2018			2017
In-place leases	$	457,379		470,315
Above-market leases	57,294			64,625
Below-market ground leases	92,085			92,166
Total intangible assets	$	606,758		627,106
Accumulated amortization	(219,689		)	(148,280	)
Acquired lease intangible assets, net	$	387,069		478,826

Below-market leases	$	584,371		588,850
Above-market ground leases	5,101			5,101
Total intangible liabilities	589,472			593,951
Accumulated amortization	(92,746		)	(56,550	)
Acquired lease intangible liabilities, net	$	496,726		537,401

The following table provides a summary of amortization and net accretion amounts from acquired lease intangibles:



	Year ended December 31,				Line item in Consolidated Statements of Operations
(in thousands)	2018		2017	2016
In-place lease amortization	$	76,649	88,284	11,533	Depreciation and amortization
Above-market lease amortization	10,433		9,443	1,742	Minimum rent
Below-market ground lease amortization	1,688		1,886	1,111	Operating and maintenance
Acquired lease intangible asset amortization	$	88,770	99,613	14,386

Below-market lease amortization	$	45,561	34,786	6,827	Minimum rent
Above-market ground lease amortization	94		136	167	Operating and maintenance
Acquired lease intangible liability amortization	$	45,655	34,922	6,994

The estimated aggregate amortization and net accretion amounts from acquired lease intangibles for the next five years are as follows:



(in thousands)
In Process Year Ending December 31,	Net accretion of Above / Below market lease intangibles		Amortization of In-place lease intangibles	Net amortization of Below / Above ground lease intangibles
2019	$	27,768	53,506	1,554
2020	26,646		40,528	1,554
2021	25,986		32,344	1,554
2022	24,239		24,692	1,554
2023	23,499		19,605	1,554

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

Income Taxes

The Company has elected to be taxed as a REIT under the applicable provisions of the Code with certain of its subsidiaries treated as TRS entities, which are subject to federal and state income taxes.

The following table summarizes the tax status of dividends paid on our common shares:



	Year ended December 31,
(in thousands)	2018	2017	2016
Dividend per share	$2.22	2.10	2.00
Ordinary income	98%	86%	53%
Capital gain	—%	10%	8%
Return of capital	—%	4%	39%
Qualified dividend income	2%	—%	—%
Section 199A dividend	98%	—%	—%

Our consolidated expense (benefit) for income taxes for the years ended December 31, 2018, 2017, and 2016 was as follows:



	Year ended December 31,
(in thousands)	2018			2017		2016
Income tax expense (benefit):
Current	$	5,667		1,168		(153	)
Deferred	(5,145		)	(10,815	)	—
Total income tax expense (benefit) (1)	$	522		(9,647	)	(153	)

(1) Includes $706,000 and $90,000 of tax expense presented within Other operating expenses during the year ended December 31, 2018 and 2017, respectively. Additionally, $184,000 and $153,000 of tax benefit is presented within Gain on sale of real estate (or Provision for impairment), net of tax, during the years ended December 31, 2018 and 2016, respectively.

The TRS entities are subject to federal and state income taxes and file separate tax returns. Income tax expense (benefit) differed from the amounts computed by applying the U.S. Federal income tax rate to pretax income of the TRS entities, as follows:



	Year ended December 31,
(in thousands)	2018			2017		2016
Computed expected tax expense (benefit)	$	(584	)	1,190		933
State income tax, net of federal benefit	636			108		56
Valuation allowance	(392		)	(1,512	)	(1,239	)
Tax rate change	—			(9,737	)	—
Permanent items	1,067			—		—
All other items	(205		)	304		97
Total income tax expense (benefit) (1)	522			(9,647	)	(153	)
Income tax expense (benefit) attributable to operations (1)	$	522		(9,647	)	(153	)
(1) Includes $706,000 and $90,000 of tax expense presented within Other operating expenses during the year ended December 31, 2018 and 2017, respectively. Additionally, $184,000 and $153,000 of tax benefit is presented within Gain on sale of real estate (or Provision for impairment), net of tax, during the years ended December 31, 2018 and 2016, respectively.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

The tax effects of temporary differences and carryforwards (included in Accounts payable and other liabilities in the accompanying Consolidated Balance Sheets) are summarized as follows:



	December 31,
(in thousands)	2018			2017
Deferred tax assets
Provision for impairment	3,785			3,785
Deferred interest expense	2,617			2,754
Capitalized costs under Section 263A	713			729
Net operating loss carryforward	166			373
Other	2,123			2,297
Deferred tax assets	9,404			9,938
Valuation allowance	(7,907		)	(8,300	)
Deferred tax assets, net	1,497			1,638
Deferred tax liabilities
Straight line rent	(565		)	(528	)
Fixed assets	(14,829		)	(19,757	)
Other	—			(7	)
Deferred tax liabilities	(15,394		)	(20,292	)
Net deferred tax liabilities	$	(13,897	)	(18,654	)

The net deferred tax liability decreased during 2018 primarily due to the sale of properties at the TRS entities. Due to uncertainty regarding the realization of certain deferred tax assets, the Company previously established valuation allowances, primarily in connection with the deferred interest and NOL carryforwards related to certain TRSs. As of December 31, 2018, the minimal projected future taxable income and unpredictable nature of potential property sales with built in losses support the conclusion that it is still more likely than not that some of the deferred tax assets will not be realized.


8.	Notes Payable and Unsecured Credit Facilities

The Company’s outstanding debt consists of the following:



	Maturing Through	Weighted Average Contractual Rate	Weighted Average Effective Rate	December 31,
(in thousands)		2018			2017
Notes payable:
Fixed rate mortgage loans	10/1/2036	4.8%	4.3%	$	403,306	520,193
Variable rate mortgage loans (1)	6/2/2027	3.5%	3.7%	127,850		125,866
Fixed rate unsecured public and private debt	2/1/2047	4.0%	4.4%	2,475,322		2,325,656
Total notes payable				$	3,006,478	2,971,715
Unsecured credit facilities:
Line of Credit (2)	3/23/2022	3.4%	3.5%	145,000		60,000
Term Loans	1/5/2022	2.4%	2.5%	563,734		563,262
Total unsecured credit facilities				$	708,734	623,262
Total debt outstanding				$	3,715,212	3,594,977

(1) Includes five mortgages, whose interest varies on LIBOR based formulas. Three of these variable rate loans have interest rate swaps in place to fix the interest rates at a range of 2.8% to 4.1%.
(2) Maturity is subject to two six month extensions as the Company's option. The weighted average contractual and effective interest rates for the Line are calculated based on a fully drawn Line balance.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

Notes Payable

Notes payable consist of mortgage loans secured by properties and unsecured public and private debt. Mortgage loans may be prepaid, but could be subject to yield maintenance premiums, and are generally due in monthly installments of principal and interest or interest only. Unsecured public debt may be prepaid subject to accrued and unpaid interest through the proposed redemption date and a make-whole premium. Interest on unsecured public and private debt is payable semi-annually.

The Company is required to comply with certain financial covenants for its unsecured public debt as defined in the indenture agreements such as the following ratios: Consolidated Debt to Consolidated Assets, Consolidated Secured Debt to Consolidated Assets, Consolidated Income for Debt Service to Consolidated Debt Service, and Unencumbered Consolidated Assets to Unsecured Consolidated Debt. As of December 31, 2018, management of the Company believes it is in compliance with all financial covenants for its unsecured public debt.

Unsecured Credit Facilities

The Company has an unsecured line of credit commitment (the "Line") and unsecured term loans (the "Term Loans") under separate credit agreements with a syndicate of banks.

The Line has a borrowing capacity of $1.25 billion, which is reduced by the balance of outstanding borrowings and commitments under outstanding letters of credit. The Line bears interest at a variable rate of LIBOR plus 0.875% and is subject to a commitment fee of 0.15%, both of which are based on the Company's corporate credit rating.

The Term Loans bear interest at a variable rate based on LIBOR plus 0.95% and have interest rate swaps in place to fix the interest, as discussed further in note 9.

The Company is required to comply with certain financial covenants as defined in the Line and Term Loan credit agreements, such as Ratio of Indebtedness to Total Asset Value ("TAV"), Ratio of Unsecured Indebtedness to Unencumbered Asset Value, Ratio of Adjusted EBITDA to Fixed Charges, Ratio of Secured Indebtedness to TAV, Ratio of Unencumbered Net Operating Income to Unsecured Interest Expense, and other covenants customary with this type of unsecured financing. As of December 31, 2018, management of the Company believes it is in compliance with all financial covenants for the Line and Term Loans.

Scheduled principal payments and maturities on notes payable and unsecured credit facilities were as follows:



(in thousands)	December 31, 2018
Scheduled Principal Payments and Maturities by Year:	Scheduled Principal Payments		Mortgage Loan Maturities	Unsecured Maturities (1)		Total
2019	$	9,518	13,216	—		22,734
2020	11,287		78,580	300,000		389,867
2021	11,599		77,060	250,000		338,659
2022	11,798		5,848	710,000		727,646
2023	10,043		59,375	—		69,418
Beyond 5 Years	27,013		209,845	1,950,000		2,186,858
Unamortized debt premium/(discount) and issuance costs	—		5,974	(25,944	)	(19,970	)
Total notes payable	$	81,258	449,898	3,184,056		3,715,212

(1) Includes unsecured public and private debt and unsecured credit facilities.

The Company has $13.2 million of debt maturing over the next twelve months, which is in the form of a non-recourse mortgage loan. The Company currently intends to payoff the maturing balance and leave the property unencumbered. The Company has sufficient capacity on its Line to repay the maturing debt, if necessary.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018


9.	Derivative Financial Instruments

The following table summarizes the terms and fair values of the Company's derivative financial instruments, as well as their classification on the Consolidated Balance Sheets:



						Fair Value at December 31,
(in thousands)						Assets (Liabilities) (1)
Effective Date	Maturity Date	Notional Amount		Bank Pays Variable Rate of	Regency Pays Fixed Rate of	2018			2017
12/6/18	6/28/19	$	250,000	30 year U.S. Treasury	3.147%	$	(5,491	)	—
4/3/17	12/2/20	300,000		1 Month LIBOR with Floor	1.824%	3,759			1,804
8/1/16	1/5/22	265,000		1 Month LIBOR with Floor	1.053%	10,838			10,744
4/7/16	4/1/23	20,000		1 Month LIBOR	1.303%	880			801
12/1/16	11/1/23	33,000		1 Month LIBOR	1.490%	1,376			1,166
6/2/17	6/2/27	37,500		1 Month LIBOR with Floor	2.366%	629			(177	)
Total derivative financial instruments						$	11,991		14,338

(1) Derivatives in an asset position are included within Other assets in the accompanying Consolidated Balance Sheets, while those in a liability position are included within Accounts payable and other liabilities.

These derivative financial instruments are all interest rate swaps, which are designated and qualify as cash flow hedges. The Company does not use derivatives for trading or speculative purposes and, as of December 31, 2018, does not have any derivatives that are not designated as hedges. The Company has master netting agreements; however, the Company generally does not have multiple derivatives subject to a single master netting agreement with the same counterparties and none are offset in the accompanying Consolidated Balance Sheets.

The changes in the fair value of derivatives designated and qualifying as cash flow hedges are recorded in accumulated other comprehensive income ("AOCI") and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The following table represents the effect of the derivative financial instruments on the accompanying consolidated financial statements:



Location and Amount of Gain (Loss) Recognized in OCI on Derivative						Location and Amount of Gain (Loss) Reclassified from AOCI into Income								Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
	Year ended December 31,						Year ended December 31,								Year ended December 31,
(in thousands)	2018		2017	2016			2018			2017		2016			2018			2017		2016
Interest rate swaps	$	402	1,151	10,613		Interest expense	$	(5,342	)	(11,103	)	(10,553	)	Interest expense, net	$	(148,456	)	(132,629	)	(90,712	)
Interest rate swaps	$	—	—	(20,945	)	Loss on derivative instruments (1)	$	—		—		(40,586	)	Loss on derivative instruments (1)	$	—		—		40,586
(1) During 2016, the Company completed an equity offering, rather than its previously expected issuance of new fixed rate debt, to fund the repayment of maturing debt and to settle the forward starting swaps entered in contemplation of the previously anticipated new debt transaction. As a result of the equity offering, the Company believed that the issuance of new fixed rate debt within the remaining period of the forward starting swaps was probable not to occur. Accordingly, the Company ceased hedge accounting and reclassified the $40.6 million paid to settle the forward starting swaps from Accumulated other comprehensive income to earnings during 2016.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

As of December 31, 2018, the Company expects $867,000 of net deferred losses on derivative instruments in AOCI, including the Company's share from its Investments in real estate partnerships, to be reclassified into earnings during the next 12 months. Included in the reclass is $7.4 million which is related to previously settled swaps on the Company's ten year fixed rate unsecured debt.


10.	Fair Value Measurements

(a) Disclosure of Fair Value of Financial Instruments

All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management's estimation, reasonably approximates their fair values, except for the following:



	December 31,
	2018			2017
(in thousands)	Carrying Amount		Fair Value	Carrying Amount		Fair Value
Financial assets:
Notes receivable (1)	$	—	—	$	15,803	15,660
Financial liabilities:
Notes payable	$	3,006,478	2,961,769	$	2,971,715	3,058,044
Unsecured credit facilities	$	708,734	710,902	$	623,262	625,000

(1) Notes receivable are included in Tenant and other receivables, net on the Consolidated Balance Sheets.

The above fair values represent management's estimate of the amounts that would be received from selling those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants as of December 31, 2018 and 2017. These fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability.

The Company develops its judgments based on the best information available at the measurement date, including expected cash flows, appropriately risk-adjusted discount rates, and available observable and unobservable inputs. Service providers involved in fair value measurements are evaluated for competency and qualifications on an ongoing basis. As considerable judgment is often necessary to estimate the fair value of these financial instruments, the fair values presented above are not necessarily indicative of amounts that will be realized upon disposition of the financial instruments.

(b) Fair Value Measurements

The following financial instruments are measured at fair value on a recurring basis:

Securities

The Company has investments in marketable securities that are included within other assets on the accompanying Consolidated Balance Sheets. The fair value of the securities was determined using quoted prices in active markets, which are considered Level 1 inputs of the fair value hierarchy. Changes in the value of securities are recorded within Net investment loss (income) in the accompanying Consolidated Statements of Operations, and includes unrealized losses (gains) of $3,314, ($1,136), and ($773) for the years ended December 31, 2018, 2017, and 2016, respectively.

Available-for-Sale Debt Securities

Available-for-sale debt securities consist of investments in certificates of deposit and corporate bonds, and are recorded at fair value using matrix pricing methods to estimate fair value, which are considered Level 2 inputs of the fair value hierarchy. Unrealized gains or losses on these debt securities are recognized through other comprehensive income.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

Interest Rate Derivatives

The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy.

The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis:



	Fair Value Measurements as of December 31, 2018
				Quoted Prices in Active Markets for Identical Assets	Significant Other Observable Inputs		Significant Unobservable Inputs
(in thousands)	Balance			(Level 1)	(Level 2)		(Level 3)
Assets:
Securities	$	33,354		33,354	—		—
Available-for-sale debt securities	7,933			—	7,933		—
Interest rate derivatives	17,482			—	17,482		—
Total	$	58,769		33,354	25,415		—
Liabilities:
Interest rate derivatives	$	(5,491	)	—	(5,491	)	—



	Fair Value Measurements as of December 31, 2017
				Quoted Prices in Active Markets for Identical Assets	Significant Other Observable Inputs		Significant Unobservable Inputs
(in thousands)	Balance			(Level 1)	(Level 2)		(Level 3)
Assets:
Securities	$	31,662		31,662	—		—
Available-for-sale debt securities	9,974			—	9,974		—
Interest rate derivatives	14,515			—	14,515		—
Total	$	56,151		31,662	24,489		—
Liabilities:
Interest rate derivatives	$	(177	)	—	(177	)	—

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

The following tables present the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a non-recurring basis:



	Fair Value Measurements as of December 31, 2018
		Quoted Prices in Active Markets for Identical Assets	Significant Other Observable Inputs	Significant Unobservable Inputs	Total Gains
(in thousands)	Balance	(Level 1)	(Level 2)	(Level 3)	(Losses)
Properties held for sale	42,760	—	42,760	—	(6,579	)

During the year ended December 31, 2018, the Company recognized a $38.4 million provision for impairment, net of tax, which included $31.8 million on real estate sold or held and used and $6.6 million on the above three properties classified as held for sale. The impairment of the real estate assets was determined based on the expected selling price as compared to the Company's carrying value of its investment.

There were no assets measured at fair value on a nonrecurring basis as of December 31, 2017.


11.	Equity and Capital

Common Stock of the Parent Company

At the Market ("ATM") Program

Under the Parent Company's ATM equity offering program, the Parent Company may sell up to $500.0 million of common stock at prices determined by the market at the time of sale. There were no shares issued under the ATM equity program during the years ended December 31, 2018 or 2017. As of December 31, 2018, all $500.0 million of common stock remained available for issuance under this ATM equity program.

Share Repurchase Program

On February 7, 2018, the Company's Board authorized a common share repurchase program under which the Company may purchase, from time to time, up to a maximum of $250 million of shares of its outstanding common stock through open market purchases and/or in privately negotiated transactions. Any shares purchased will be retired. The timing and actual number of shares purchased under the program depend upon marketplace conditions and other factors. The program remains subject to the discretion of the Board. Through the date of filing, the Company has repurchased $246.5 million of shares. The program was scheduled to expire on February 6, 2020; however, the program was closed upon the authorization by the Company's Board of a new share repurchase program, as further discussed below.

Share Repurchase Program - Subsequent Event

On February 5, 2019, the Company's Board authorized a new common share repurchase program under which the Company, may purchase, from time to time, up to a maximum of $250 million of shares of its outstanding common stock through open market purchases and/or in privately negotiated transactions. Any shares purchased will be retired. The program is set to expire on February 4, 2020. The timing and actual number of shares purchased under the program depend upon marketplace conditions and other factors. The program remains subject to the discretion of the Board.

Transfer of Listing

On October 25, 2018, the Company's Board approved the transfer of the Company's common stock from listing on NYSE to NASDAQ. The last day of trading on the NYSE was November 12, 2018. The Company's common stock commenced trading on NASDAQ on November 13, 2018, and continues to trade under the stock symbol "REG".

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

Common Units of the Operating Partnership

Common units were issued to or redeemed from the Parent Company in relation to the Parent Company's issuance or repurchase of common stock, as discussed above.

General Partners

The Parent Company, as general partner, owned the following Partnership Units outstanding:



	December 31,
(in thousands)	2018	2017
Partnership units owned by the general partner	167,904	171,365
Partnership units owned by the limited partners	350	350
Total partnership units outstanding	168,254	171,715
Percentage of partnership units owned by the general partner	99.8%	99.8%

Accumulated Other Comprehensive Income (Loss)

The following table presents changes in the balances of each component of AOCI:



	Controlling Interest							Noncontrolling Interest					Total
(in thousands)	Cash Flow Hedges			Unrealized gain (loss) on Available-For-Sale Securities		AOCI		Cash Flow Hedges		Unrealized gain (loss) on Available-For-Sale Securities	AOCI		AOCI
Balance as of December 31, 2015	$	(58,650	)	(43	)	(58,693	)	(785	)	—	(785	)	(59,478	)
Other comprehensive income before reclassifications	(10,587		)	24		(10,563	)	255		—	255		(10,308	)
Amounts reclassified from accumulated other comprehensive income	50,910			—		50,910		229		—	229		51,139
Current period other comprehensive income, net	40,323			24		40,347		484		—	484		40,831
Balance as of December 31, 2016	$	(18,327	)	(19	)	(18,346	)	(301	)	—	(301	)	(18,647	)
Other comprehensive income before reclassifications	1,134			(8	)	1,126		17		—	17		1,143
Amounts reclassified from accumulated other comprehensive income	10,931			—		10,931		172		—	172		11,103
Current period other comprehensive income, net	12,065			(8	)	12,057		189		—	189		12,246
Balance as of December 31, 2017	$	(6,262	)	(27	)	(6,289	)	(112	)	—	(112	)	(6,401	)
Opening adjustment due to change in accounting policy (1)	12			—		12		2		—	2		14
Adjusted balance as of January 1, 2018	(6,250		)	(27	)	(6,277	)	(110	)	—	(110	)	(6,387	)
Other comprehensive income before reclassifications	131			(95	)	36		271		—	271		307
Amounts reclassified from accumulated other comprehensive income	5,314			—		5,314		28		—	28		5,342
Current period other comprehensive income, net	5,445			(95	)	5,350		299		—	299		5,649
Balance as of December 31, 2018	$	(805	)	(122	)	(927	)	189		—	189		(738	)
(1) Upon adoption of ASU 2017-12, the Company recognized the immaterial adjustment to opening retained earnings and AOCI for previously recognized hedge ineffectiveness from off-market hedges, as further discussed in note 1.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018


12.	Stock-Based Compensation

The Company recorded stock-based compensation in general and administrative expenses in the accompanying Consolidated Statements of Operations, the components of which are further described below:



	Year ended December 31,
(in thousands)	2018			2017		2016
Restricted stock (1)	$	16,745		15,525		13,422
Directors' fees paid in common stock (1)	399			303		193
Capitalized stock-based compensation (2)	(3,509		)	(3,210	)	(2,963	)
Stock based compensation attributable to post-combination service from Equity One merger	—			7,931		—
Stock-based compensation, net of capitalization	$	13,635		20,549		10,652

(1) Includes amortization of the grant date fair value of restricted stock awards over the respective vesting periods.
(2) Includes compensation expense specifically identifiable to development and leasing activities.

The Company established its Long Term Omnibus Plan (the "Plan") under which the Board of Directors may grant stock options and other stock-based awards to officers, directors, and other key employees. The Plan allows the Company to issue up to 4.1 million shares in the form of the Parent Company's common stock or stock options. As of December 31, 2018, there were 1.2 million shares available for grant under the Plan either through stock options or restricted stock.

Restricted Stock Awards

The Company grants restricted stock under the Plan to its employees as a form of long-term compensation and retention. The terms of each restricted stock grant vary depending upon the participant's responsibilities and position within the Company. The Company's stock grants can be categorized as either time-based awards, performance-based awards, or market-based awards. All awards are valued at fair value, earn dividends throughout the vesting period, and have no voting rights. Fair value is measured using the grant date market price for all time-based or performance-based awards. Market based awards are valued using a Monte Carlo simulation to estimate the fair value based on the probability of satisfying the market conditions and the projected stock price at the time of payout, discounted to the valuation date over a three year performance period. Assumptions include historic volatility over the previous three year period, risk-free interest rates, and Regency's historic daily return as compared to the market index. Since the award payout includes dividend equivalents and the total shareholder return includes the value of dividends, no dividend yield assumption is required for the valuation. Compensation expense is measured at the grant date and recognized on a straight-line basis over the requisite vesting period for the entire award.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018

The following table summarizes non-vested restricted stock activity:



		Year ended December 31, 2018
		Number of Shares			Intrinsic Value (in thousands)		Weighted Average Grant Price
Non-vested as of December 31, 2017		570,077
Time-based awards granted (1) (4)		130,584					$61.66
Performance-based awards granted (2) (4)		14,935					$62.57
Market-based awards granted (3) (4)		113,126					$65.74
Change in market-based awards earned for performance (3)		64,330					$60.34
Vested (5)		(287,331		)			$60.23
Forfeited		(10,550		)			$68.65
Non-vested as of December 31, 2018 (6)		595,171			$34,925

(1) Time-based awards vest beginning on the first anniversary following the grant date over a three or four year service period. These grants are subject only to continued employment and are not dependent on future performance measures. Accordingly, if such vesting criteria are not met, compensation cost previously recognized would be reversed.
(2) Performance-based awards are earned subject to future performance measurements. Once the performance criteria are achieved and the actual number of shares earned is determined, shares vest over a required service period. The Company considers the likelihood of meeting the performance criteria based upon management's estimates from which it determines the amounts recognized as expense on a periodic basis.
(3) Market-based awards are earned dependent upon the Company's total shareholder return in relation to the shareholder return of a NAREIT index over a three-year period. Once the performance criteria are met and the actual number of shares earned is determined, the shares are immediately vested and distributed. The probability of meeting the criteria is considered when calculating the estimated fair value on the date of grant using a Monte Carlo simulation. These awards are accounted for as awards with market criteria, with compensation cost recognized over the service period, regardless of whether the performance criteria are achieved and the awards are ultimately earned. The significant assumptions underlying determination of fair values for market-based awards granted were as follows:

		Year ended December 31,
		2018			2017		2016
	Volatility	19.20%			18.00%		18.50%
	Risk free interest rate	2.26%			1.48%		0.88%

(4)The weighted-average grant price for restricted stock granted during the years is summarized below:

		Year ended December 31,
		2018			2017		2016
	Weighted-average grant price for restricted stock	$	63.50		$	72.05	$	79.40

(5) The total intrinsic value of restricted stock vested during the years is summarized below (in thousands):

		Year ended December 31,
		2018			2017		2016
	Intrinsic value of restricted stock vested	$	17,306		$	14,376	$	15,400

(6) As of December 31, 2018, there was $13.1 million of unrecognized compensation cost related to non-vested restricted stock granted under the Parent Company's Plan. When recognized, this compensation results in additional paid in capital in the accompanying Consolidated Statements of Equity of the Parent Company and in general partner preferred and common units in the accompanying Consolidated Statements of Capital of the Operating Partnership. This unrecognized compensation cost is expected to be recognized over the next three years. The Company issues new restricted stock from its authorized shares available at the date of grant.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018


13.	Saving and Retirement Plans

401(k) Retirement Plan

The Company maintains a 401(k) retirement plan covering substantially all employees and permits participants to defer eligible compensation up to the maximum allowable amount determined by the IRS. This deferred compensation, together with Company matching contributions equal to 100% of employee deferrals up to a maximum of $5,000 of their eligible compensation, is fully vested and funded as of December 31, 2018. Additionally, an annual profit sharing contribution may be made, which vests over a three year period. Costs for Company contributions to the plan totaled $3.9 million, $4.1 million and $3.3 million for the years ended December 31, 2018, 2017, and 2016, respectively.

Non-Qualified Deferred Compensation Plan

The Company maintains a non-qualified deferred compensation plan (“NQDCP”), which allows select employees and directors to defer part or all of their cash bonus, director fees, and vested restricted stock awards. All contributions into the participants' accounts are fully vested upon contribution to the NQDCP and are deposited in a Rabbi trust.

The following table reflects the balances of the assets and deferred compensation liabilities of the Rabbi trust in the accompanying Consolidated Balance Sheets:



Non Qualified Deferred Compensation Plan Component (1)	Year ended December 31,
(in thousands)	2018		2017
Assets:
Trading securities held in trust (2)	$	31,351	31,662
Liabilities:
Accounts payable and other liabilities	$	31,166	31,383

(1) Assets and liabilities of the Rabbi trust are exclusive of the shares of the Company's common stock.
(2) Included within Other assets in the accompanying Consolidated Balance Sheets.

Realized and unrealized gains and losses on securities held in the NQDCP are recognized within Net investment income in the accompanying Consolidated Statements of Operations. Changes in participant obligations, which is based on changes in the value of their investment elections, is recognized within General and administrative expenses within the accompanying Consolidated Statements of Operations.

Investments in shares of the Company's common stock are included, at cost, as treasury stock in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of general partner capital in the accompanying Consolidated Balance Sheets of the Operating Partnership. The participant's deferred compensation liability attributable to the participants' investments in shares of the Company's common stock are included, at cost, within additional paid in capital in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of general partner capital in the accompanying Consolidated Balance Sheets of the Operating Partnership. Changes in participant account balances related to the Regency common stock fund are recorded directly within stockholders' equity.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018


14.	Earnings per Share and Unit

Parent Company Earnings per Share

The following summarizes the calculation of basic and diluted earnings per share:



	Year ended December 31,
(in thousands, except per share data)	2018		2017		2016
Numerator:
Income from operations attributable to common stockholders - basic	$	249,127	159,949		143,860
Income from operations attributable to common stockholders - diluted	$	249,127	159,949		143,860
Denominator:
Weighted average common shares outstanding for basic EPS	169,724		159,536		100,863
Weighted average common shares outstanding for diluted EPS (1)	170,100		159,960	(2)	101,285	(2)


Income per common share – basic	$	1.47	1.00		1.43
Income per common share – diluted	$	1.46	1.00		1.42

(1) Includes the dilutive impact of unvested restricted stock.
(2) Using the treasury stock method, weighted average common shares outstanding for basic and diluted earnings per share excludes 1.3 million shares issuable under the forward equity offering outstanding during 2017 and 2016, as they would be anti-dilutive.

Income allocated to noncontrolling interests of the Operating Partnership has been excluded from the numerator and exchangeable Operating Partnership units have been omitted from the denominator for the purpose of computing diluted earnings per share since the effect of including these amounts in the numerator and denominator would be anti-dilutive. Weighted average exchangeable Operating Partnership units outstanding for the years ended December 31, 2018, 2017, and 2016 were 349,902, 295,054, and 154,170 respectively.

Operating Partnership Earnings per Unit

The following summarizes the calculation of basic and diluted earnings per unit:



	Year ended December 31,
(in thousands, except per share data)	2018		2017		2016
Numerator:
Income from operations attributable to common unit holders - basic	$	249,652	160,337		144,117
Income from operations attributable to common unit holders - diluted	$	249,652	160,337		144,117
Denominator:
Weighted average common units outstanding for basic EPU	170,074		159,831		101,017
Weighted average common units outstanding for diluted EPU (1)	170,450		160,255	(2)	101,439	(2)

Income per common unit – basic	$	1.47	1.00		1.43
Income per common unit – diluted	$	1.46	1.00		1.42

(1) Includes the dilutive impact of unvested restricted stock.
(2) Using the treasury stock method, weighted average common shares outstanding for basic and diluted earnings per share excludes 1.3 million shares issuable under the forward equity offering outstanding during 2017 and 2016, as they would be anti-dilutive.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018


15.	Operating Leases

The Company's properties are leased to tenants under operating leases. Our leases for tenant space under 10,000 square feet generally have initial terms ranging from three to seven years. Leases greater than 10,000 square feet generally have initial lease terms in excess of five years, mostly comprised of anchor tenants. Many of the anchor leases contain provisions allowing the tenant the option of extending the term of the lease at expiration. Future minimum rents under non-cancelable operating leases as of December 31, 2018, excluding both tenant reimbursements of operating expenses and additional percentage rent based on tenants' sales, are as follows:



In Process Year Ending December 31,	Future Minimum Rents (in thousands)
2019	$	761,151
2020	693,848
2021	608,587
2022	516,369
2023	414,424
Thereafter	1,691,203
Total	$	4,685,582

The shopping centers' tenants primarily include national and regional supermarkets, drug stores, discount department stores, restaurants, and other retailers and, consequently, the credit risk is concentrated in the retail industry. Grocer anchor tenants represent approximately 18.0% of pro-rata annual base rent. There were no tenants that individually represented more than 5% of the Company's total annualized base rent.

The Company has shopping centers that are subject to non-cancelable, long-term ground leases where a third party owns the underlying land and has leased the land to the Company to construct and/or operate a shopping center. Ground leases expire through the year 2101, and in most cases, provide for renewal options. Buildings and improvements constructed on the leased land are capitalized and depreciated over the shorter of the useful life of the improvements or the lease term.

In addition, the Company has non-cancelable operating leases pertaining to office space from which it conducts its business. Office leases expire through the year 2029, and in most cases, provide for renewal options. Leasehold improvements are capitalized as tenant improvements, included in Other assets in the Consolidated Balance Sheets, and depreciated over the shorter of the useful life of the improvements or the lease term.

Operating lease expense under the Company's ground and office leases was $19.1 million, $18.4 million, and $13.1 million for the years ended December 31, 2018, 2017, and 2016, respectively. The following table summarizes the future obligations under non-cancelable operating leases as of December 31, 2018:



In Process Year Ending December 31,	Future Obligations (in thousands)
2019	$	15,077
2020	14,733
2021	13,893
2022	13,151
2023	12,558
Thereafter	467,706
Total	$	537,118

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018


16.	Commitments and Contingencies

Litigation

The Company is involved in litigation on a number of matters and is subject to certain claims, which arise in the normal course of business, none of which, in the opinion of management, is expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity. Legal fees are expensed as incurred.

Environmental

The Company is also subject to numerous environmental laws and regulations as they apply to real estate pertaining to chemicals used by the dry cleaning industry, the existence of asbestos in older shopping centers, and underground petroleum storage tanks. The Company believes that the ultimate disposition of currently known environmental matters will not have a material effect on its financial position, liquidity, or operations. The Company can give no assurance that existing environmental studies with respect to the shopping centers have revealed all potential environmental contaminants or liabilities; that any previous owner, occupant or tenant did not create any material environmental condition not known to it; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; or that changes in applicable environmental laws and regulations or their interpretation will not result in additional material environmental liability to the Company.

Letters of Credit

The Company has the right to issue letters of credit under the Line up to an amount not to exceed $50.0 million, which reduces the credit availability under the Line. These letters of credit are primarily issued as collateral on behalf of its captive insurance program and to facilitate the construction of development projects. As of both December 31, 2018 and 2017, the Company had $9.4 million in letters of credit outstanding.

Purchase Commitments

The Company enters purchase and sale agreements to buy or sell real estate assets in the normal course of business, which generally provide limited recourse if either party ends the contract. In addition, at December 31, 2018, the Company has a commitment to purchase up to an additional 90.6% ownership interest in an operating shopping center by December 2019 and currently expects to acquire an additional 25.6% interest by that date.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2018


17.	Summary of Quarterly Financial Data (Unaudited)

The following table summarizes selected Quarterly Financial Data for the Company on a historical basis for the years ended December 31, 2018 and 2017:



(in thousands except per share and per unit data)	First Quarter			Second Quarter	Third Quarter	Fourth Quarter
Year ended December 31, 2018
Operating Data:
Revenue	$	276,693		281,412	278,310	284,560

Net income attributable to common stockholders	$	52,660		47,841	69,722	78,904
Net income attributable to exchangeable operating partnership units	111			100	147	167
Net income attributable to common unit holders	$	52,771		47,941	69,869	79,071

Net income attributable to common stock and unit holders per share and unit:
Basic	$	0.31		0.28	0.41	0.47
Diluted	$	0.31		0.28	0.41	0.46

Year ended December 31, 2017
Operating Data:
Revenue	$	196,131		261,305	262,141	264,749

Net (loss) income attributable to common stockholders	$	(33,223	)	48,368	59,666	85,138
Net (loss) income attributable to exchangeable operating partnership units	(19		)	104	132	171
Net (loss) income attributable to common unit holders	$	(33,242	)	48,472	59,798	85,309

Net (loss) income attributable to common stock and unit holders per share and unit:
Basic	$	(0.26	)	0.28	0.35	0.50
Diluted	$	(0.26	)	0.28	0.35	0.50



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Schedule III - Consolidated Real Estate and Accumulated Depreciation December 31, 2018 (in thousands)

	Initial Cost					Total Cost				Net Cost
Shopping Centers (1)	Land & Land Improvements		Building & Improvements	Cost Capitalized Subsequent to Acquisition (2)		Land & Land Improvements	Building & Improvements	Total	Accumulated Depreciation	Net of Accumulated Depreciation	Mortgages
101 7th Avenue	$	48,340	34,895	—		48,340	34,895	83,235	1,834	81,401	—
1175 Third Avenue	40,560		25,617	—		40,560	25,617	66,177	1,371	64,806	—
1225-1239 Second Ave	23,033		17,173	45		23,033	17,218	40,251	989	39,262	—
200 Potrero	4,860		2,251	125		4,860	2,376	7,236	102	7,134	—
22 Crescent Road	2,198		272	—		2,198	272	2,470	39	2,431	—
4S Commons Town Center	30,760		35,830	1,286		30,812	37,064	67,876	24,513	43,363	85,000
90-30 Metropolitan Avenue	16,614		24,171	18		16,614	24,189	40,803	1,381	39,422	—
91 Danbury Road	732		851	—		732	851	1,583	67	1,516	—
Alafaya Village	3,004		5,852	109		3,004	5,961	8,965	465	8,500	—
Amerige Heights Town Center	10,109		11,288	735		10,109	12,023	22,132	4,804	17,328	—
Anastasia Plaza	9,065		—	688		3,338	6,415	9,753	2,593	7,160	—
Ashford Place	2,584		9,865	1,142		2,584	11,007	13,591	7,666	5,925	—
Atlantic Village	4,282		18,827	697		4,282	19,524	23,806	1,502	22,304	—
Aventura Shopping Center	2,751		10,459	10,926		9,407	14,729	24,136	943	23,193	—
Aventura Square	88,098		20,771	1,706		89,657	20,918	110,575	1,529	109,046	7,083
Balboa Mesa Shopping Center	23,074		33,838	14,059		27,758	43,213	70,971	11,900	59,071	—
Banco Popular Building	2,160		1,137	(33	)	2,160	1,104	3,264	70	3,194	—
Belleview Square	8,132		9,756	2,975		8,323	12,540	20,863	7,949	12,914	—
Belmont Chase	13,881		17,193	(600	)	14,372	16,102	30,474	3,637	26,837	—
Berkshire Commons	2,295		9,551	2,630		2,965	11,511	14,476	7,763	6,713	—
Bird 107 Plaza	10,371		5,136	21		10,371	5,157	15,528	423	15,105	—
Bird Ludlam	42,663		38,481	285		42,663	38,766	81,429	2,649	78,780	—
Black Rock	22,251		20,815	630		22,251	21,445	43,696	4,310	39,386	20,000
Bloomingdale Square	3,940		14,912	1,480		4,471	15,861	20,332	8,851	11,481	—
Bluffs Square Shoppes	7,431		12,053	874		7,431	12,927	20,358	1,203	19,155	—
Boca Village Square	43,888		9,726	(34	)	43,888	9,692	53,580	981	52,599	—
Boulevard Center	3,659		10,787	2,434		3,659	13,221	16,880	7,085	9,795	—
Boynton Lakes Plaza	2,628		11,236	4,988		3,606	15,246	18,852	7,406	11,446	—
Boynton Plaza	12,879		20,713	160		12,879	20,873	33,752	1,533	32,219	—
Brentwood Plaza	2,788		3,473	333		2,788	3,806	6,594	1,391	5,203	—
Briarcliff La Vista	694		3,292	495		694	3,787	4,481	2,884	1,597	—
Briarcliff Village	4,597		24,836	2,504		4,597	27,340	31,937	18,513	13,424	—



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Schedule III - Consolidated Real Estate and Accumulated Depreciation December 31, 2018 (in thousands)

	Initial Cost				Total Cost				Net Cost
Shopping Centers (1)	Land & Land Improvements	Building & Improvements	Cost Capitalized Subsequent to Acquisition (2)		Land & Land Improvements	Building & Improvements	Total	Accumulated Depreciation	Net of Accumulated Depreciation	Mortgages
Brick Walk	25,299	41,995	1,328		25,299	43,323	68,622	6,810	61,812	33,000
BridgeMill Market	7,521	13,306	292		7,522	13,597	21,119	1,184	19,935	5,109
Bridgeton	3,033	8,137	548		3,067	8,651	11,718	2,595	9,123	—
Brighten Park	3,983	18,687	11,471		4,234	29,907	34,141	15,933	18,208	—
Broadway Plaza	40,723	42,170	1,385		40,723	43,555	84,278	2,641	81,637	—
Brooklyn Station on Riverside	7,019	8,688	99		7,019	8,787	15,806	1,470	14,336	—
Brookside Plaza	35,161	17,494	198		35,161	17,692	52,853	1,885	50,968	—
Buckhead Court	1,417	7,432	3,856		1,417	11,288	12,705	6,929	5,776	—
Buckhead Station	70,411	36,518	616		70,448	37,097	107,545	3,109	104,436	—
Buckley Square	2,970	5,978	1,212		2,970	7,190	10,160	4,268	5,892	—
Caligo Crossing	2,459	4,897	(7	)	2,546	4,803	7,349	2,823	4,526	—
Cambridge Square	774	4,347	803		774	5,150	5,924	3,274	2,650	—
Carmel Commons	2,466	12,548	5,456		3,422	17,048	20,470	9,810	10,660	—
Carriage Gate	833	4,974	3,381		1,302	7,886	9,188	6,065	3,123	—
Carytown Exchange	4,378	1,328	—		4,378	1,328	5,706	—	5,706	—
Cashmere Corners	3,187	9,397	203		3,187	9,600	12,787	878	11,909	—
Centerplace of Greeley III	6,661	11,502	206		5,694	12,675	18,369	4,885	13,484	—
Charlotte Square	1,141	6,845	552		1,141	7,397	8,538	697	7,841	—
Chasewood Plaza	4,612	20,829	5,555		6,876	24,120	30,996	17,147	13,849	—
Chastain Square	30,074	12,644	1,340		30,074	13,984	44,058	1,344	42,714	—
Cherry Grove	3,533	15,862	4,501		3,533	20,363	23,896	10,370	13,526	—
Chimney Rock	25,666	46,782	—		25,666	46,782	72,448	2,587	69,861	—
Circle Center West	22,930	9,028	74		22,930	9,102	32,032	739	31,293	9,864
CityLine Market	12,208	15,839	153		12,306	15,894	28,200	2,264	25,936	—
CityLine Market Phase II	2,744	3,081	—		2,744	3,081	5,825	369	5,456	—
Clayton Valley Shopping Center	24,189	35,422	2,814		24,538	37,887	62,425	24,506	37,919	—
Clocktower Plaza Shopping Ctr	49,630	19,624	127		49,630	19,751	69,381	1,312	68,069	—
Clybourn Commons	15,056	5,594	334		15,056	5,928	20,984	1,192	19,792	—
Cochran's Crossing	13,154	12,315	1,522		13,154	13,837	26,991	9,801	17,190	—
Compo Acres Shopping Center	28,627	10,395	608		28,627	11,003	39,630	681	38,949	—
Concord Shopping Plaza	30,819	36,506	637		31,272	36,690	67,962	2,410	65,552	27,750
Copps Hill Plaza	29,515	40,673	203		29,514	40,877	70,391	2,842	67,549	13,293



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Schedule III - Consolidated Real Estate and Accumulated Depreciation December 31, 2018 (in thousands)

	Initial Cost				Total Cost				Net Cost
Shopping Centers (1)	Land & Land Improvements	Building & Improvements	Cost Capitalized Subsequent to Acquisition (2)		Land & Land Improvements	Building & Improvements	Total	Accumulated Depreciation	Net of Accumulated Depreciation	Mortgages
Coral Reef Shopping Center	14,922	15,200	565		14,922	15,765	30,687	1,100	29,587	—
Corkscrew Village	8,407	8,004	600		8,407	8,604	17,011	3,466	13,545	—
Cornerstone Square	1,772	6,944	1,682		1,772	8,626	10,398	5,619	4,779	—
Corvallis Market Center	6,674	12,244	456		6,696	12,678	19,374	5,825	13,549	—
Costa Verde Center	12,740	26,868	1,693		12,798	28,503	41,301	16,188	25,113	—
Countryside Shops	17,982	35,574	13,934		23,038	44,452	67,490	2,691	64,799	—
Courtyard Shopping Center	5,867	4	3		5,867	7	5,874	2	5,872	—
Culver Center	108,841	32,308	565		108,841	32,873	141,714	2,548	139,166	—
Danbury Green	30,303	19,255	122		30,303	19,377	49,680	1,317	48,363	—
Dardenne Crossing	4,194	4,005	393		4,343	4,249	8,592	1,814	6,778	—
Darinor Plaza	693	32,140	688		711	32,810	33,521	2,235	31,286	—
Diablo Plaza	5,300	8,181	1,641		5,300	9,822	15,122	5,258	9,864	—
Dunwoody Village	3,342	15,934	4,512		3,342	20,446	23,788	14,284	9,504	—
East Pointe	1,730	7,189	2,090		1,941	9,068	11,009	5,570	5,439	—
El Camino Shopping Center	7,600	11,538	13,155		10,266	22,027	32,293	7,581	24,712	—
El Cerrito Plaza	11,025	27,371	2,092		11,025	29,463	40,488	10,480	30,008	—
El Norte Parkway Plaza	2,834	7,370	3,373		3,263	10,314	13,577	5,399	8,178	—
Elmwood Oaks Shopping Center	5,427	9,255	386		5,427	9,641	15,068	1,152	13,916	—
Encina Grande	5,040	11,572	19,531		10,086	26,057	36,143	11,152	24,991	—
Fairfield Center	6,731	29,420	752		6,731	30,172	36,903	4,574	32,329	—
Falcon Marketplace	1,340	4,168	162		1,340	4,330	5,670	2,240	3,430	—
Fellsway Plaza	30,712	7,327	10,105		34,923	13,221	48,144	5,014	43,130	37,500
Fenton Marketplace	2,298	8,510	(8,151	)	512	2,145	2,657	853	1,804	—
Fleming Island	3,077	11,587	3,006		3,111	14,559	17,670	7,823	9,847	—
Folsom Prairie City Crossing	4,164	13,032	620		4,164	13,652	17,816	6,271	11,545	—
Fountain Square	29,650	28,984	39		29,712	28,961	58,673	6,477	52,196	—
French Valley Village Center	11,924	16,856	266		11,822	17,224	29,046	12,220	16,826	—
Friars Mission Center	6,660	28,021	1,810		6,660	29,831	36,491	15,045	21,446	—
Gardens Square	2,136	8,273	620		2,136	8,893	11,029	5,000	6,029	—
Gateway 101	24,971	9,113	(1,302	)	24,971	7,811	32,782	3,219	29,563	—
Gateway Shopping Center	52,665	7,134	9,603		55,346	14,056	69,402	15,180	54,222	—
Gelson's Westlake Market Plaza	3,157	11,153	5,793		4,654	15,449	20,103	6,837	13,266	—



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Schedule III - Consolidated Real Estate and Accumulated Depreciation December 31, 2018 (in thousands)

	Initial Cost				Total Cost				Net Cost
Shopping Centers (1)	Land & Land Improvements	Building & Improvements	Cost Capitalized Subsequent to Acquisition (2)		Land & Land Improvements	Building & Improvements	Total	Accumulated Depreciation	Net of Accumulated Depreciation	Mortgages
Glen Oak Plaza	4,103	12,951	863		4,103	13,814	17,917	3,858	14,059	—
Glengary Shoppes	9,120	11,541	14		9,120	11,555	20,675	1,046	19,629	—
Glenwood Village	1,194	5,381	311		1,194	5,692	6,886	4,288	2,598	—
Golden Hills Plaza	12,699	18,482	3,680		11,518	23,343	34,861	8,807	26,054	—
Grand Ridge Plaza	24,208	61,033	6,106		24,918	66,429	91,347	17,134	74,213	—
Greenwood Shopping Centre	7,777	24,829	375		7,777	25,204	32,981	1,865	31,116	—
Hammocks Town Center	28,764	25,113	(19	)	28,764	25,094	53,858	2,149	51,709	—
Hancock	8,232	28,260	2,056		8,232	30,316	38,548	16,351	22,197	—
Harpeth Village Fieldstone	2,284	9,443	620		2,284	10,063	12,347	5,293	7,054	—
Harris Crossing	7,199	3,687	(1,615	)	5,508	3,763	9,271	2,425	6,846	—
Heritage Plaza	12,390	26,097	14,098		12,215	40,370	52,585	17,549	35,036	—
Hershey	7	808	9		7	817	824	430	394	—
Hewlett Crossing I & II	11,850	18,205	680		11,850	18,885	30,735	603	30,132	9,559
Hibernia Pavilion	4,929	5,065	162		4,929	5,227	10,156	2,970	7,186	—
Hickory Creek Plaza	5,629	4,564	445		5,629	5,009	10,638	4,263	6,375	—
Hillcrest Village	1,600	1,909	51		1,600	1,960	3,560	997	2,563	—
Hilltop Village	2,995	4,581	3,593		3,104	8,065	11,169	2,296	8,873	—
Hinsdale	5,734	16,709	11,498		8,343	25,598	33,941	12,666	21,275	—
Holly Park	8,975	23,799	(112	)	8,828	23,834	32,662	4,366	28,296	—
Homestead McDonald's	2,229	—	—		2,229	—	2,229	15	2,214	—
Howell Mill Village	5,157	14,279	2,692		5,157	16,971	22,128	6,226	15,902	—
Hyde Park	9,809	39,905	3,522		9,809	43,427	53,236	25,026	28,210	—
Indian Springs Center	24,974	25,903	204		25,034	26,047	51,081	3,988	47,093	—
Inglewood Plaza	1,300	2,159	657		1,300	2,816	4,116	1,496	2,620	—
Jefferson Square	5,167	6,445	(7,219	)	1,894	2,499	4,393	797	3,596	—
Keller Town Center	2,294	12,841	666		2,404	13,397	15,801	6,787	9,014	—
Kent Place	4,855	3,586	938		5,269	4,110	9,379	986	8,393	8,250
Kirkman Shoppes	9,364	26,243	540		9,367	26,780	36,147	1,827	34,320	—
Kirkwood Commons	6,772	16,224	838		6,802	17,032	23,834	4,539	19,295	8,742
Klahanie Shopping Center	14,451	20,089	490		14,451	20,579	35,030	1,906	33,124	—
Kroger New Albany Center	3,844	6,599	1,278		3,844	7,877	11,721	5,472	6,249	—
Lake Mary Centre	24,036	57,476	576		24,036	58,052	82,088	4,546	77,542	—



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Schedule III - Consolidated Real Estate and Accumulated Depreciation December 31, 2018 (in thousands)

	Initial Cost				Total Cost				Net Cost
Shopping Centers (1)	Land & Land Improvements	Building & Improvements	Cost Capitalized Subsequent to Acquisition (2)		Land & Land Improvements	Building & Improvements	Total	Accumulated Depreciation	Net of Accumulated Depreciation	Mortgages
Lake Pine Plaza	2,008	7,632	767		2,029	8,378	10,407	4,554	5,853	—
Lantana Outparcels	3,710	1,004	—		3,710	1,004	4,714	157	4,557	—
Lebanon/Legacy Center	3,913	7,874	689		3,913	8,563	12,476	5,903	6,573	—
Littleton Square	2,030	8,859	(3,867	)	2,423	4,599	7,022	2,186	4,836	—
Lloyd King Center	1,779	10,060	1,213		1,779	11,273	13,052	6,224	6,828	—
Lower Nazareth Commons	15,992	12,964	3,664		16,343	16,277	32,620	8,616	24,004	—
Mandarin Landing	7,913	27,230	309		7,913	27,539	35,452	2,036	33,416	—
Market at Colonnade Center	6,455	9,839	87		6,160	10,221	16,381	3,877	12,504	—
Market at Preston Forest	4,400	11,445	1,291		4,400	12,736	17,136	6,915	10,221	—
Market at Round Rock	2,000	9,676	6,543		1,996	16,223	18,219	9,577	8,642	—
Market at Springwoods Village	12,712	12,351	—		12,712	12,351	25,063	988	24,075	10,309
Market Common Clarendon	154,932	126,328	712		154,932	127,040	281,972	14,928	267,044	—
Marketplace at Briargate	1,706	4,885	87		1,727	4,951	6,678	2,668	4,010	—
Mellody Farm	34,866	54,861	—		34,866	54,861	89,727	725	89,002	—
Millhopper Shopping Center	1,073	5,358	5,980		1,901	10,510	12,411	6,906	5,505	—
Mockingbird Commons	3,000	10,728	2,176		3,000	12,904	15,904	6,447	9,457	—
Monument Jackson Creek	2,999	6,765	807		2,999	7,572	10,571	5,563	5,008	—
Morningside Plaza	4,300	13,951	868		4,300	14,819	19,119	7,812	11,307	—
Murryhill Marketplace	2,670	18,401	13,193		2,903	31,361	34,264	12,791	21,473	—
Naples Walk	18,173	13,554	1,126		18,173	14,680	32,853	6,193	26,660	—
Newberry Square	2,412	10,150	834		2,412	10,984	13,396	8,302	5,094	—
Newland Center	12,500	10,697	8,247		16,192	15,252	31,444	7,894	23,550	—
Nocatee Town Center	10,124	8,691	7,358		10,582	15,591	26,173	5,312	20,861	—
North Hills	4,900	19,774	1,372		4,900	21,146	26,046	11,108	14,938	—
Northgate Marketplace	5,668	13,727	(52	)	4,995	14,348	19,343	4,786	14,557	—
Northgate Marketplace Phase II	12,189	30,160	—		12,189	30,160	42,349	3,105	39,244	—
Northgate Plaza (Maxtown Road)	1,769	6,652	4,899		2,840	10,480	13,320	4,766	8,554	—
Northgate Square	5,011	8,692	1,073		5,011	9,765	14,776	4,086	10,690	—
Northlake Village	2,662	11,284	1,717		2,686	12,977	15,663	6,661	9,002	—
Oak Shade Town Center	6,591	28,966	670		6,591	29,636	36,227	8,020	28,207	7,570
Oakbrook Plaza	4,000	6,668	5,316		4,756	11,228	15,984	4,182	11,802	—
Oakleaf Commons	3,503	11,671	256		3,190	12,240	15,430	5,844	9,586	—



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Schedule III - Consolidated Real Estate and Accumulated Depreciation December 31, 2018 (in thousands)

	Initial Cost				Total Cost				Net Cost
Shopping Centers (1)	Land & Land Improvements	Building & Improvements	Cost Capitalized Subsequent to Acquisition (2)		Land & Land Improvements	Building & Improvements	Total	Accumulated Depreciation	Net of Accumulated Depreciation	Mortgages
Ocala Corners	1,816	10,515	522		1,816	11,037	12,853	3,764	9,089	4,148
Old St Augustine Plaza	2,368	11,405	7,771		3,178	18,366	21,544	7,068	14,476	—
Pablo Plaza	11,894	21,407	2,322		12,596	23,027	35,623	3,338	32,285	—
Paces Ferry Plaza	2,812	12,639	14,626		8,318	21,759	30,077	8,439	21,638	—
Panther Creek	14,414	14,748	4,935		15,212	18,885	34,097	12,667	21,430	—
Pavilion	15,626	22,124	446		15,626	22,570	38,196	1,848	36,348	—
Peartree Village	5,197	19,746	873		5,197	20,619	25,816	12,325	13,491	—
Persimmons Place	25,975	38,114	187		26,692	37,584	64,276	7,514	56,762	—
Piedmont Peachtree Crossing	45,502	16,642	128		45,502	16,770	62,272	1,471	60,801	—
Pike Creek	5,153	20,652	2,555		5,251	23,109	28,360	12,453	15,907	—
Pine Island	21,086	28,123	2,432		21,086	30,555	51,641	2,772	48,869	—
Pine Lake Village	6,300	10,991	1,287		6,300	12,278	18,578	6,458	12,120	—
Pine Ridge Square	13,951	23,147	210		13,951	23,357	37,308	1,730	35,578	—
Pine Tree Plaza	668	6,220	626		668	6,846	7,514	3,682	3,832	—
Pinecrest Place	3,753	12,310	—		3,753	12,310	16,063	453	15,610	—
Plaza Escuela	24,829	104,395	174		24,829	104,569	129,398	5,472	123,926	—
Plaza Hermosa	4,200	10,109	3,045		4,202	13,152	17,354	6,595	10,759	—
Pleasanton Plaza	21,839	24,743	85		21,839	24,828	46,667	1,789	44,878	—
Point 50 (Formerly Fairfax Shopping Center)	15,239	11,367	(16,447	)	10,159	—	10,159	—	10,159	—
Point Royale Shopping Center	18,201	14,889	6,158		19,372	19,876	39,248	1,762	37,486	—
Post Road Plaza	15,240	5,196	152		15,240	5,348	20,588	371	20,217	—
Potrero Center	133,422	116,758	—		133,422	116,758	250,180	6,259	243,921	—
Powell Street Plaza	8,248	30,716	2,422		8,248	33,138	41,386	15,488	25,898	—
Powers Ferry Square	3,687	17,965	9,403		5,752	25,303	31,055	15,774	15,281	—
Powers Ferry Village	1,191	4,672	538		1,191	5,210	6,401	3,820	2,581	—
Preston Oaks	763	30,438	1,014		763	31,452	32,215	5,265	26,950	—
Prestonbrook	7,069	8,622	573		7,069	9,195	16,264	6,732	9,532	—
Prosperity Centre	11,682	26,215	(38	)	11,681	26,178	37,859	1,953	35,906	—
Ralphs Circle Center	20,939	6,317	(21	)	20,939	6,296	27,235	552	26,683	—
Red Bank Village	10,336	9,505	1,964		10,539	11,266	21,805	2,957	18,848	—
Regency Commons	3,917	3,616	307		3,917	3,923	7,840	2,525	5,315	—



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Schedule III - Consolidated Real Estate and Accumulated Depreciation December 31, 2018 (in thousands)

	Initial Cost				Total Cost				Net Cost
Shopping Centers (1)	Land & Land Improvements	Building & Improvements	Cost Capitalized Subsequent to Acquisition (2)		Land & Land Improvements	Building & Improvements	Total	Accumulated Depreciation	Net of Accumulated Depreciation	Mortgages
Regency Square	4,770	25,191	6,281		5,060	31,182	36,242	23,967	12,275	—
Rivertowns Square	15,505	52,505	586		15,719	52,877	68,596	1,198	67,398	—
Rona Plaza	1,500	4,917	259		1,500	5,176	6,676	2,983	3,693	—
Roosevelt Square	40,371	32,108	1,324		40,382	33,421	73,803	1,017	72,786	—
Russell Ridge	2,234	6,903	1,373		2,234	8,276	10,510	5,116	5,394	—
Ryanwood Square	10,581	10,044	27		10,581	10,071	20,652	974	19,678	—
Salerno Village	1,355	—	—		1,355	—	1,355	9	1,346	—
Sammamish-Highlands	9,300	8,075	8,180		9,592	15,963	25,555	8,286	17,269	—
San Carlos Marketplace	36,006	57,886	(6	)	36,006	57,880	93,886	3,151	90,735	—
San Leandro Plaza	1,300	8,226	615		1,300	8,841	10,141	4,594	5,547	—
Sandy Springs	6,889	28,056	2,874		6,889	30,930	37,819	6,539	31,280	—
Sawgrass Promenade	10,846	12,525	132		10,846	12,657	23,503	1,099	22,404	—
Scripps Ranch Marketplace	59,949	26,334	306		59,949	26,640	86,589	1,018	85,571	27,000
Sequoia Station	9,100	18,356	1,791		9,100	20,147	29,247	10,437	18,810	—
Serramonte Center	390,106	172,652	54,176		409,772	207,162	616,934	13,114	603,820	—
Shaw's at Plymouth	3,968	8,367	—		3,968	8,367	12,335	666	11,669	—
Sheridan Plaza	82,260	97,273	651		82,260	97,924	180,184	6,814	173,370	—
Sherwood Crossings	2,731	6,360	1,176		2,731	7,536	10,267	3,175	7,092	—
Shoppes @ 104	11,193	—	2,351		7,021	6,523	13,544	2,456	11,088	—
Shoppes at Homestead	5,420	9,450	2,064		5,420	11,514	16,934	5,859	11,075	—
Shoppes at Lago Mar	8,323	11,347	(36	)	8,323	11,311	19,634	985	18,649	—
Shoppes at Sunlake Centre	16,643	15,091	195		16,643	15,286	31,929	1,475	30,454	—
Shoppes of Grande Oak	5,091	5,985	489		5,091	6,474	11,565	5,067	6,498	—
Shoppes of Jonathan's Landing	4,474	5,628	149		4,474	5,777	10,251	459	9,792	—
Shoppes of Oakbrook	20,538	42,992	465		20,538	43,457	63,995	2,987	61,008	4,626
Shoppes of Silver Lakes	17,529	21,829	(68	)	17,529	21,761	39,290	1,812	37,478	—
Shoppes of Sunset	2,860	1,316	(21	)	2,860	1,295	4,155	146	4,009	—
Shoppes of Sunset II	2,834	715	9		2,834	724	3,558	123	3,435	—
Shops at County Center	9,957	11,296	925		10,254	11,924	22,178	8,699	13,479	—
Shops at Erwin Mill	9,082	6,124	246		9,082	6,370	15,452	2,243	13,209	10,000
Shops at John's Creek	1,863	2,014	(334	)	1,501	2,042	3,543	1,334	2,209	—



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Schedule III - Consolidated Real Estate and Accumulated Depreciation December 31, 2018 (in thousands)

	Initial Cost				Total Cost				Net Cost
Shopping Centers (1)	Land & Land Improvements	Building & Improvements	Cost Capitalized Subsequent to Acquisition (2)		Land & Land Improvements	Building & Improvements	Total	Accumulated Depreciation	Net of Accumulated Depreciation	Mortgages
Shops at Mira Vista	11,691	9,026	137		11,691	9,163	20,854	1,779	19,075	225
Shops at Quail Creek	1,487	7,717	454		1,458	8,200	9,658	3,436	6,222	—
Shops at Saugus	19,201	17,984	(120	)	18,811	18,254	37,065	9,213	27,852	—
Shops at Skylake	84,586	39,342	1,270		85,117	40,081	125,198	3,516	121,682	—
Shops on Main	17,020	27,055	10,252		18,555	35,772	54,327	7,634	46,693	—
Siegen Village	6,462	11,834	268		6,462	12,102	18,564	1,452	17,112	—
Sope Creek Crossing	2,985	12,001	3,027		3,332	14,681	18,013	8,109	9,904	—
South Bay Village	11,714	15,580	1,739		11,776	17,257	29,033	3,955	25,078	—
South Beach Regional	28,188	53,405	490		28,188	53,895	82,083	4,240	77,843	—
South Point	6,563	7,939	25		6,563	7,964	14,527	675	13,852	—
Southbury Green	26,661	34,325	1,685		26,686	35,985	62,671	2,358	60,313	—
Southcenter	1,300	12,750	2,088		1,300	14,838	16,138	7,568	8,570	—
Southpark at Cinco Ranch	18,395	11,306	7,371		21,438	15,634	37,072	5,238	31,834	—
SouthPoint Crossing	4,412	12,235	1,049		4,382	13,314	17,696	6,882	10,814	—
Starke	71	1,683	7		71	1,690	1,761	771	990	—
Star's at Cambridge	31,082	13,520	—		31,082	13,520	44,602	919	43,683	—
Star's at Quincy	27,003	9,425	—		27,003	9,425	36,428	1,011	35,417	—
Star's at West Roxbury	21,973	13,386	(9	)	21,973	13,377	35,350	922	34,428	—
Sterling Ridge	12,846	12,162	826		12,846	12,988	25,834	9,596	16,238	—
Stroh Ranch	4,280	8,189	659		4,280	8,848	13,128	6,276	6,852	—
Suncoast Crossing	9,030	10,764	4,569		13,374	10,989	24,363	6,337	18,026	—
Talega Village Center	22,415	12,054	39		22,415	12,093	34,508	930	33,578	—
Tamarac Town Square	12,584	9,221	(5	)	12,584	9,216	21,800	919	20,881	—
Tanasbourne Market	3,269	10,861	(272	)	3,269	10,589	13,858	4,958	8,900	—
Tassajara Crossing	8,560	15,464	1,630		8,560	17,094	25,654	8,550	17,104	—
Tech Ridge Center	12,945	37,169	(14	)	12,945	37,155	50,100	13,800	36,300	5,694
The Abbot (Formerly The Collection at Harvard Square)	72,910	6,086	14		72,910	6,100	79,010	1,984	77,026	—
The Field at Commonwealth	25,328	15,490	—		25,328	15,490	40,818	814	40,004	—
The Gallery at Westbury Plaza	108,653	216,771	885		108,653	217,656	326,309	12,808	313,501	—
The Hub Hillcrest Market	18,773	61,906	5,059		19,611	66,127	85,738	12,181	73,557	—
The Marketplace Shopping Center	10,927	36,052	161		10,927	36,213	47,140	2,382	44,758	—



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Schedule III - Consolidated Real Estate and Accumulated Depreciation December 31, 2018 (in thousands)

	Initial Cost				Total Cost				Net Cost
Shopping Centers (1)	Land & Land Improvements	Building & Improvements	Cost Capitalized Subsequent to Acquisition (2)		Land & Land Improvements	Building & Improvements	Total	Accumulated Depreciation	Net of Accumulated Depreciation	Mortgages
The Plaza at St. Lucie West	1,718	6,204	(6	)	1,718	6,198	7,916	442	7,474	—
The Point at Garden City Park	741	9,764	5,444		2,518	13,431	15,949	1,331	14,618	—
The Shops at Hampton Oaks	843	372	61		843	433	1,276	54	1,222	—
The Shops at Stonewall	27,511	22,123	8,787		28,633	29,788	58,421	17,319	41,102	—
The Village at Riverstone	20,645	11,155	—		20,645	11,155	31,800	173	31,627	—
The Village Center	43,597	16,428	502		44,070	16,457	60,527	1,261	59,266	13,434
Town and Country	4,664	5,207	27		4,664	5,234	9,898	635	9,263	—
Town Square	883	8,132	378		883	8,510	9,393	5,030	4,363	—
Treasure Coast Plaza	7,553	21,554	378		7,553	21,932	29,485	1,609	27,876	2,746
Tustin Legacy	13,836	23,856	—		13,836	23,856	37,692	1,420	36,272	—
Twin City Plaza	17,245	44,225	2,295		17,263	46,502	63,765	16,382	47,383	—
Twin Peaks	5,200	25,827	1,866		5,200	27,693	32,893	13,947	18,946	—
Unigold Shopping Center	5,490	5,144	6,320		5,561	11,393	16,954	810	16,144	—
University Commons	4,070	30,785	5		4,070	30,790	34,860	4,234	30,626	36,425
Valencia Crossroads	17,921	17,659	1,207		17,921	18,866	36,787	15,823	20,964	—
Village at La Floresta	13,140	20,571	(272	)	13,156	20,283	33,439	3,342	30,097	—
Village at Lee Airpark	11,099	12,968	3,485		12,007	15,545	27,552	8,952	18,600	—
Village Center	3,885	14,131	8,974		5,480	21,510	26,990	9,461	17,529	—
Vons Circle Center	49,037	22,618	88		49,037	22,706	71,743	1,651	70,092	7,699
Walker Center	3,840	7,232	4,151		3,878	11,345	15,223	6,572	8,651	—
Walmart Norwalk	20,394	21,261	—		20,394	21,261	41,655	1,709	39,946	—
Waterstone Plaza	5,498	13,500	12		5,498	13,512	19,010	978	18,032	—
Welleby Plaza	1,496	7,787	1,504		1,496	9,291	10,787	7,434	3,353	—
Wellington Town Square	2,041	12,131	111		2,041	12,242	14,283	7,157	7,126	—
West Bird Plaza	12,934	18,594	(5	)	12,934	18,589	31,523	1,355	30,168	—
West Chester Plaza	1,857	7,572	483		1,857	8,055	9,912	5,566	4,346	—
West Lake Shopping Center	10,561	9,792	(16	)	10,561	9,776	20,337	1,007	19,330	—
West Park Plaza	5,840	5,759	1,590		5,840	7,349	13,189	4,117	9,072	—
Westbury Plaza	116,129	51,460	3,082		116,129	54,542	170,671	4,695	165,976	88,000
Westchase	5,302	8,273	964		5,302	9,237	14,539	3,582	10,957	—
Westchester Commons	3,366	11,751	10,722		4,894	20,945	25,839	7,287	18,552	—
Westlake Village Plaza	7,043	27,195	29,943		17,602	46,579	64,181	22,831	41,350	—



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Schedule III - Consolidated Real Estate and Accumulated Depreciation December 31, 2018 (in thousands)

	Initial Cost					Total Cost				Net Cost
Shopping Centers (1)	Land & Land Improvements		Building & Improvements	Cost Capitalized Subsequent to Acquisition (2)		Land & Land Improvements	Building & Improvements	Total	Accumulated Depreciation	Net of Accumulated Depreciation	Mortgages
Westport Plaza	9,035		7,455	9		9,035	7,464	16,499	668	15,831	2,651
Westwood - Manor Care	12,808		2,420	—		12,808	2,420	15,228	120	15,108	—
Westwood Shopping Center	115,051		19,095	—		115,051	19,095	134,146	4,478	129,668	—
Westwood Village	19,933		25,301	(2,075	)	18,733	24,426	43,159	13,177	29,982	—
Whole Foods at Swampscott	7,399		8,322	—		7,399	8,322	15,721	574	15,147	—
Williamsburg at Dunwoody	7,435		3,721	563		7,444	4,275	11,719	455	11,264	—
Willow Festival	1,954		56,501	2,994		1,976	59,473	61,449	14,757	46,692	39,505
Willow Oaks Crossing	6,664		7,833	6		6,664	7,839	14,503	1,538	12,965	—
Willows Shopping Center	51,964		78,029	592		51,992	78,593	130,585	4,851	125,734	—
Woodcroft Shopping Center	1,419		6,284	1,078		1,421	7,360	8,781	4,526	4,255	—
Woodman Van Nuys	5,500		7,195	293		5,500	7,488	12,988	3,953	9,035	—
Woodmen Plaza	7,621		11,018	920		7,621	11,938	19,559	10,631	8,928	—
Woodside Central	3,500		9,288	537		3,489	9,836	13,325	5,134	8,191	—
Young Circle Shopping Center	5,986		10,394	9		5,986	10,403	16,389	789	15,600	—

Corporate Assets	—		—	1,667		—	1,667	1,667	1,615	52	—
Land held for future development	37,520		—	(6,636	)	30,875	9	30,884	2	30,882	—
Construction in progress	—		—	54,172		—	54,172	54,172	—	54,172	—
	$	4,736,970	5,495,990	630,202		4,819,292	6,043,870	10,863,162	1,535,444	9,327,718	525,182

(1) See Item 2, Properties for geographic location and year each operating property was acquired.
(2) The negative balance for costs capitalized subsequent to acquisition could include out-parcels sold, provision for loss recorded, and demolition of part of the property for redevelopment.

See accompanying report of independent registered public accounting firm.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation, continued

December 31, 2018

(in thousands)

Depreciation and amortization of the Company's investment in buildings and improvements reflected in the statements of operations is calculated over the estimated useful lives of the assets, which are up to 40 years. The aggregate cost for federal income tax purposes was approximately $8.7 billion at December 31, 2018.

The changes in total real estate assets for the years ended December 31, 2018, 2017, and 2016 are as follows (in thousands):



	2018			2017		2016
Beginning balance	$	10,892,821		4,933,499		4,545,900
Acquired properties and land	113,911			5,772,265		370,010
Developments and improvements	198,005			273,871		148,904
Sale of properties	(277,270		)	(86,814	)	(126,855	)
Properties held for sale	(59,438		)	—		—
Provision for impairment	(4,867		)	—		(4,460	)
Ending balance	$	10,863,162		10,892,821		4,933,499

The changes in accumulated depreciation for the years ended December 31, 2018, 2017, and 2016 are as follows (in thousands):



	2018			2017		2016
Beginning balance	$	1,339,771		1,124,391		1,043,787
Depreciation expense	249,489			222,395		115,355
Sale of properties	(45,901		)	(7,015	)	(32,791	)
Accumulated depreciation related to properties held for sale	(7,729		)	—		—
Provision for impairment	(186		)	—		(1,960	)
Ending balance	$	1,535,444		1,339,771		1,124,391

See accompanying report of independent registered public accounting firm.

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