REGENCY CENTERS CORP - Annual Report: 2015 (Form 10-K)

Year ended December 31,

Volatility

Risk free interest rate

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K



x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015



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

For the transition period from to

Commission File Number 1-12298 (Regency Centers Corporation)

Commission File Number 0-24763 (Regency Centers, L.P.)

REGENCY CENTERS CORPORATION

REGENCY CENTERS, L.P.

(Exact name of registrant as specified in its charter)



FLORIDA (REGENCY CENTERS CORPORATION)		59-3191743
DELAWARE (REGENCY CENTERS, L.P.)		59-3429602
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Independent Drive, Suite 114 Jacksonville, Florida 32202		(904) 598-7000
(Address of principal executive offices) (zip code)		(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Regency Centers Corporation



Title of each class		Name of each exchange on which registered
Common Stock, $.01 par value		New York Stock Exchange
6.625% Series 6 Cumulative Redeemable Preferred Stock, $.01 par value		New York Stock Exchange
6.000% Series 7 Cumulative Redeemable Preferred Stock, $.01 par value		New York Stock Exchange

Regency Centers, L.P.



Title of each class		Name of each exchange on which registered
None		N/A

________________________________

Securities registered pursuant to Section 12(g) of the Act:

Regency Centers Corporation: None

Regency Centers, L.P.: Class B Units of Partnership Interest

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Regency Centers Corporation YES x NO o Regency Centers, L.P. YES x NO o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act

Regency Centers Corporation YES o NO x Regency Centers, L.P. YES o NO x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Regency Centers Corporation YES x NO o Regency Centers, L.P. YES x NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Regency Centers Corporation YES x NO o Regency Centers, L.P. YES x NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Regency Centers Corporation o Regency Centers, L.P. o

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

Regency Centers Corporation:



Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o

Regency Centers, L.P.:



Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Regency Centers Corporation YES o NO x Regency Centers, L.P. YES o NO x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants' most recently completed second fiscal quarter.

Regency Centers Corporation $5,455,675,538 Regency Centers, L.P. N/A

The number of shares outstanding of the Regency Centers Corporation’s voting common stock was 97,606,523 as of February 10, 2016.

Documents Incorporated by Reference

Portions of Regency Centers Corporation's proxy statement in connection with its 2016 Annual Meeting of Stockholders are incorporated by reference in Part III.

EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, 2015 of Regency Centers Corporation and Regency Centers, L.P. Unless stated otherwise or the context otherwise requires, references to “Regency Centers Corporation” or the “Parent Company” mean Regency Centers Corporation and its controlled subsidiaries; and references to “Regency Centers, L.P.” or the “Operating Partnership” mean Regency Centers, L.P. and its controlled subsidiaries. The term “the Company”, "Regency Centers" or “Regency” means the Parent Company and the Operating Partnership, collectively.

The Parent Company is a real estate investment trust (“REIT”) and the general partner of the Operating Partnership. The Operating Partnership's capital includes general and limited common Partnership Units (“Units”). As of December 31, 2015, the Parent Company owned approximately 99.8% of the Units in the Operating Partnership and the remaining limited Units are owned by investors. The Parent Company owns all of the Series 6 and 7 Preferred Units of the Operating Partnership. As the sole general partner of the Operating Partnership, the Parent Company has exclusive control of the Operating Partnership's day-to-day management.

The Company believes combining the annual reports on Form 10-K of the Parent Company and the Operating Partnership into this single report provides the following benefits:


•	Enhances investors' understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;


•	Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and


•	Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

Management operates the Parent Company and the Operating Partnership as one business. The management of the Parent Company consists of the same individuals as the management of the Operating Partnership. These individuals are officers of the Parent Company and employees of the Operating Partnership.

The Company believes it is important to understand the few differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its ownership of partnership interests of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. The Parent Company does not hold any indebtedness, but guarantees all of the unsecured public debt and approximately 21% of the secured debt of the Operating Partnership. The Operating Partnership holds all the assets of the Company and retains the ownership interests in the Company's joint ventures. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates all remaining capital required by the Company's business. These sources include the Operating Partnership's operations, its direct or indirect incurrence of indebtedness, and the issuance of partnership units.

Stockholders' equity, partners' capital, and noncontrolling interests are the main areas of difference between the consolidated financial statements of the Parent Company and those of the Operating Partnership. The Operating Partnership's capital includes general and limited common Partnership Units, as well as Series 6 and 7 Preferred Units owned by the Parent Company. The limited partners' units in the Operating Partnership owned by third parties are accounted for in partners' capital in the Operating Partnership's financial statements and outside of stockholders' equity in noncontrolling interests in the Parent Company's financial statements. The Series 6 and 7 Preferred Units owned by the Parent Company are eliminated in consolidation in the accompanying consolidated financial statements of the Parent Company and are classified as preferred units of general partner in the accompanying consolidated financial statements of the Operating Partnership.

In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements, controls and procedures sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company.

As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have assets other than its investment in the Operating Partnership. Therefore, while stockholders' equity and partners' capital differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements.

TABLE OF CONTENTS



Item No.		Form 10-K Report Page

	PART I

1.	Business	1

1A.	Risk Factors	5

1B.	Unresolved Staff Comments	14

2.	Properties	15

3.	Legal Proceedings	29

4.	Mine Safety Disclosures	29

	PART II

5.	Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	29

6.	Selected Financial Data	31

7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	34

7A.	Quantitative and Qualitative Disclosures About Market Risk	55

8.	Consolidated Financial Statements and Supplementary Data	56

9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	119

9A.	Controls and Procedures	119

9B.	Other Information	120

	PART III

10.	Directors, Executive Officers, and Corporate Governance	120

11.	Executive Compensation	120

12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	121

13.	Certain Relationships and Related Transactions, and Director Independence	121

14.	Principal Accountant Fees and Services	121

	PART IV

15.	Exhibits and Financial Statement Schedules	122

	SIGNATURES

16.	Signatures	127

Forward-Looking Statements

In addition to historical information, information in this Form 10-K contains forward-looking statements as defined under federal securities laws. These forward-looking statements include statements about anticipated changes in our revenues, the size of our development and redevelopment program, earnings per share and unit, returns and portfolio value, and expectations about our liquidity. These statements are based on current expectations, estimates and projections about the real estate industry and markets in which the Company operates, and management's beliefs and assumptions. Forward-looking statements are not guarantees of future performance and involve certain known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Known risks and uncertainties are described further in the Item 1A. Risk Factors below. The following discussion should be read in conjunction with the accompanying Consolidated Financial Statements and Notes thereto of Regency Centers Corporation and Regency Centers, L.P. appearing elsewhere herein. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of uncertain events.

PART I

Item 1. Business

Regency Centers began its operations as a publicly-traded REIT in 1993, and currently owns direct or partial interests in 318 shopping centers, the majority of which are grocery-anchored community and neighborhood centers. Our centers are located in the top markets of 27 states and the District of Columbia, and contain 38.0 million square feet of gross leasable area ("GLA"). Our pro-rata share of this GLA is 28.4 million square feet. All of our operating, investing, and financing activities are performed through the Operating Partnership, its wholly-owned subsidiaries, and through its co-investment partnerships.

Our mission is to be the best-in-class grocery-anchored shopping center owner and developer through:


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


•	Value-enhancing services of the best team of professionals in the business; and


•	Creation of superior growth in shareholder value.

Our strategy is to:


•	Sustain average annual 3% net operating income (“NOI”) growth from a high-quality, growing portfolio of thriving community and neighborhood shopping centers;


•	Develop new, and redevelop existing, high quality shopping centers at attractive returns on investment from a disciplined development program;


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


•	Engage a talented and dedicated team that operates efficiently and is recognized as a leader in the real estate industry with respect to development and operating capabilities, customer relationships, operating and technology systems, and environmental sustainability.

We expect to execute our strategy as follows:

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


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


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


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


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


•	Fortify future NOI growth by rigorously reviewing our portfolio to identify low growth assets for disposition; and


•	Opportunistically upgrade our portfolio by acquiring high quality shopping centers with meaningful upside in NOI growth funded from the sale of low growth assets.

Develop new, and redevelop existing, high quality shopping centers at attractive returns on investment from a disciplined development program:


•	Maintain and grow our existing presence in our key markets with in-house expertise and anchor relationships;


•	Develop shopping centers located in desirable infill markets for long-term ownership;


•	Anchor developments with dominant, national and regional chains and high volume specialty grocers;


•	Limit size of program to manage total development exposure and risk;


•	Create additional value through redevelopment of existing centers to benefit the operating portfolio; and


•	Fund development program primarily from the sale of low-growth assets in the existing portfolio.

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


•	Prudently access our multiple sources of debt and equity through the capital markets and co-investment partnerships;


•	Fund development and acquisitions from free cash flow, a disciplined match-funding strategy of selling low growth assets, and accessing favorably priced equity;


•	Further reduce leverage when appropriate through organic growth in earnings and accessing the capital markets;


•	Rigorously manage our $800 million line of credit and maintain substantial uncommitted capacity;


•	Maintain a large pool of unencumbered assets and excellent relationships with mortgage lenders; and


•	Maintain a well laddered debt maturity profile.

Engage a talented and dedicated team that operates efficiently and is recognized as a leader in the real estate industry with respect to development and operating capabilities, customer relationships, operating and technology systems, and environmental sustainability:


•	Reflect our values by executing and successfully meeting our commitments to our people and our communities, a tradition we have embraced for over 50 years;


•	Foster a values-based culture, offering a comprehensive benefits package and an engaging workplace environment;


•	Uphold unwavering standards of honesty and integrity and build our reputation by maintaining the highest ethical principles;


•	Offer a challenging, safe and dynamic work environment and support the professional development and personal life of each employee;


•	Encourage employees to achieve their personal health goals through a robust wellness program focused on education, awareness and prevention; and


•	Contribute to the betterment of our communities by supporting philanthropic programs with employee contribution matching and paid volunteer time.

Environmental Sustainability

We recognize the importance of operating in a sustainable manner and are committed to reducing our environmental impact, including energy and water use, greenhouse gas emissions, and waste. We are committed to transparency with regard to our sustainability performance, risks and opportunities, and will continue to increase disclosure using industry accepted reporting frameworks. We believe our commitment to environmental sustainability supports the Company in achieving key strategic objectives, leads to better risk management, enhances our relationships with key stakeholders, and is in the best interest of our shareholders.

Competition

We are among the largest owners of shopping centers in the nation based on revenues, number of properties, gross leasable area ("GLA"), and market capitalization. There are numerous companies and individuals engaged in the ownership, development, acquisition, and operation of shopping centers that compete with us in our targeted markets, including grocery store chains that also anchor some of our shopping centers. This results in competition for attracting anchor tenants, as well as the acquisition of existing shopping centers and new development sites. We believe that our competitive advantages are driven by:


•	our locations within our market areas;


•	the design and high quality of our shopping centers;


•	the strong demographics surrounding our shopping centers;


•	our relationships with our anchor tenants and our side-shop and out-parcel retailers;


•	our practice of maintaining and renovating our shopping centers; and


•	our ability to source and develop new shopping centers.

Employees

Our corporate headquarters are located at One Independent Drive, Suite 114, Jacksonville, Florida. We presently maintain 18 market offices nationwide, where we conduct management, leasing, construction, and investment activities. We have 371 employees and we believe that our relations with our employees are good.

Compliance with Governmental Regulations

Under various federal, state and local laws, ordinances and regulations, we may be liable for the cost to remove or remediate certain hazardous or toxic substances at our shopping centers. These laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of the hazardous or toxic substances. The cost of required remediation and the owner's liability for remediation could exceed the value of the property and/or the aggregate assets of the owner. The presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to sell or lease the property or borrow using the property as collateral. Although we have a number of properties that could require or are currently undergoing varying levels of environmental remediation, known environmental remediation is not currently expected to have a material financial impact on us due to insurance programs designed to mitigate the cost of remediation, various state-regulated programs that shift the responsibility and cost to the state, and existing accrued liabilities for remediation.

Executive Officers

Our executive officers are appointed each year by our Board of Directors. Each of our executive officers has been employed by us in the position indicated in the list or notes below for more than five years.



Name	Age	Title	Executive Officer in Position Shown Since
Martin E. Stein, Jr.	63	Chairman and Chief Executive Officer	1993
Lisa Palmer	48	President and Chief Financial Officer	2016 ⁽¹⁾
Dan M. Chandler, III	49	Executive Vice President of Development	2016 ⁽²⁾
James D. Thompson	60	Executive Vice President of Operations	2016 ⁽³⁾

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

⁽²⁾Mr. Chandler assumed the role of Executive Vice President of Development on January 1, 2016 and previously served as our Managing Director - West since 2009 and has been with the Company since 2009.

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

Company Website Access and SEC Filings

Our website may be accessed at www.regencycenters.com. All of our filings with the Securities and Exchange Commission (“SEC”) can be accessed free of charge through our website promptly after filing; however, in the event that the website is inaccessible, we will provide paper copies of our most recent annual report on Form 10-K, the most recent quarterly report on Form 10-Q, current reports filed or furnished on Form 8-K, and all related amendments, excluding exhibits, free of charge upon request. These filings are also accessible on the SEC's website at www.sec.gov.

General Information

Our registrar and stock transfer agent is Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), Philadelphia, PA. We offer a dividend reinvestment plan (“DRIP”) that enables our stockholders to reinvest dividends automatically, as well as to make voluntary cash payments toward the purchase of additional shares. For more information, contact Broadridge toll free at (855) 449-0975 or our Shareholder Relations Department at (904) 598-7000.

Our independent registered public accounting firm is KPMG LLP, Jacksonville, Florida. Our legal counsel is Foley & Lardner LLP, Jacksonville, Florida.

Annual Meeting

Our annual meeting will be held at The Ponte Vedra Inn & Club, 200 Ponte Vedra Blvd, Ponte Vedra Beach, Florida, at 8:30 a.m. on Friday, April 29, 2016.

Defined Terms

The following terms, as defined, are commonly used by management and the investing public to understand and evaluate our operational results:

•

Net Operating Income ("NOI") is calculated as total property revenues (minimum rent, percentage rents, and recoveries from tenants and other income) less direct property operating expenses (operating and maintenance and real estate taxes) from the properties owned by us, and excludes corporate-level income (including management, transaction, and other fees), for the entirety of the periods presented.


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


•	A Non-Same Property is a property acquired, sold, or development property completed during either calendar year period being compared.


•	Property In Development is a property owned and intended to be developed, including partially operating properties acquired specifically for redevelopment and excluding land held for future development.

•

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

•

Same Property NOI includes NOI for Same Properties, but excludes straight-line rental income, net of reserves, above and below market rent amortization, banking charges, and other fees. Same Property NOI is a key measure used by management in evaluating the performance of our properties. The Company also provides disclosure of Same Property NOI excluding termination fees, which excludes both termination fee income and expenses.


•	Pro-Rata information includes 100% of our consolidated properties plus our ownership interest in our unconsolidated real estate investment partnerships.

•

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

•

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

Item 1A. Risk Factors

Risk Factors Related to Our Industry and Real Estate Investments

A shift in retail shopping from brick and mortar stores to internet sales may have an adverse impact on our revenues and cash flow.

Many retailers operating brick and mortar stores have made Internet sales a vital piece of their business. Although many of the retailers in our shopping centers either provide services or sell groceries, such that their customer base does not have a tendency toward online shopping, the shift to internet sales may adversely impact our retail tenants' sales causing those retailers to adjust the size or number of retail locations in the future. This shift could adversely impact our occupancy and rental rates, which would impact our revenues and cash flows.

Downturns in the retail industry likely will have a direct adverse impact on our revenues and cash flow.

Our properties consist primarily of grocery-anchored shopping centers. Our performance therefore is generally linked to economic conditions in the market for retail space. The market for retail space could be adversely affected by any of the following:


•	Weakness in the national, regional and local economies, which could adversely impact consumer spending and retail sales and in turn tenant demand for space and lead to increased store closings;


•	Adverse financial conditions for grocery and retail anchors;


•	Continued consolidation in the retail sector;


•	Excess amount of retail space in our markets;


•	Reduction in the demand by tenants to occupy our shopping centers as a result of reduced consumer demand for certain retail categories;


•	The growth of super-centers and warehouse club retailers, such as those operated by Wal-Mart and Costco, and their adverse effect on traditional grocery chains;


•	The impact of changing energy costs on consumers and its consequential effect on retail spending; and


•	Consequences of any armed conflict involving, or terrorist attack against, the United States.

To the extent that any of these conditions occur, they are likely to impact market rents for retail space, occupancy in the operating portfolios, our ability to sell, acquire or develop properties, and our cash available for distributions to stock and unit holders.

Our revenues and cash flow could be adversely affected if economic or market conditions deteriorate where our properties are geographically concentrated, which may impede our ability to generate sufficient income to pay expenses and maintain our properties.

The economic conditions in markets in which our properties are concentrated greatly influence our financial performance. During the year ended December 31, 2015, our properties in California, Florida, and Texas accounted for 30.4%, 12.1%, and 10.3%, respectively, of our net operating income from Consolidated Properties plus our pro-rata share from Unconsolidated Properties ("pro-rata basis"). Our revenues and cash available to pay expenses, maintain our properties, and for distributions to stock and unit holders could be adversely affected by this geographic concentration if market conditions, such as supply of or demand for retail space, deteriorate in California, Florida, or Texas relative to other geographic areas.

Our success depends on the success and continued presence of our “anchor” tenants.

Anchor tenants (those occupying 10,000 square feet or more) occupy large amounts of square footage, pay a significant portion of the total rents at a property and contribute to the success of other tenants by drawing significant numbers of customers to a property. We derive significant revenues from anchor tenants such as Kroger, Publix, and Albertsons/Safeway, who accounted for 4.7%, 3.7%, and 2.9%, respectively, of our total annualized base rent on a pro-rata basis, for the year ended December 31, 2015. Our net income could be adversely affected by the loss of revenues in the event a significant tenant:


•	Becomes bankrupt or insolvent;


•	Experiences a downturn in its business;


•	Materially defaults on its leases;


•	Does not renew its leases as they expire; or


•	Renews at lower rental rates.

Some anchors have the right to vacate and prevent re-tenanting by paying rent for the balance of the lease term. Vacated anchor space, including space owned by the anchor, can reduce rental revenues generated by the shopping center because of the loss of the departed anchor tenant's customer drawing power. If a significant tenant vacates a property, co-tenancy clauses in select centers may allow other tenants to modify or terminate their rent or lease obligations. Co-tenancy clauses have several variants: they may allow a tenant to postpone a store opening if certain other tenants fail to open their stores; they may allow a tenant to close its store prior to lease expiration if another tenant closes its store prior to lease expiration; or more commonly, they may allow a tenant to pay reduced levels of rent until a certain number of tenants open their stores within the same shopping center.

A significant percentage of our revenues are derived from smaller shop tenants and our net income could be adversely impacted if our smaller shop tenants are not successful.

A significant percentage of our revenues are derived from smaller shop tenants (those occupying less than 10,000 square feet). Smaller shop tenants may be more vulnerable to negative economic conditions as they have more limited resources than larger tenants. Such tenants continue to face increasing competition from non-store retailers and growing e-commerce. In addition, some of these retailers may seek to reduce their store sizes as they increasingly rely on alternative distribution channels, including internet sales, and adjust their square footage needs accordingly. The types of smaller shop tenants vary from retail shops to service providers. If we are unable to attract the right type or mix of smaller shop tenants into our centers, our net income could be adversely impacted.

We may be unable to collect balances due from tenants in bankruptcy.

Although minimum rent is supported by long-term lease contracts, tenants who file bankruptcy have the legal right to reject any or all of their leases and close related stores. In the event that a tenant with a significant number of leases in our shopping centers files bankruptcy and rejects its leases, we could experience a significant reduction in our revenues and may not be able to collect all pre-petition amounts owed by that party.

Our real estate assets may be subject to impairment charges.

Our long-lived assets, primarily real estate held for investment, are carried at cost unless circumstances indicate that the carrying value of the assets may not be recoverable. 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. 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 holding periods, 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 holding 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.

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, including expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors, and therefore are subject to management judgment. Changes in those factors could impact the determination of fair value. In estimating the fair value of undeveloped land, we generally use market data and comparable sales information.

These subjective assessments have a direct impact on our net income because recording an impairment charge results in an immediate negative adjustment to net income. There can be no assurance that we will not take additional charges in the future related to the impairment of our assets. Any future impairment could have a material adverse effect on our net income in the period in which the charge is taken.

Adverse global market and economic conditions could cause us to recognize impairment charges or otherwise harm our performance.

We are unable to predict the timing, severity, and length of adverse market and economic conditions. Adverse market and economic conditions may impede our ability to generate sufficient operating cash flow to pay expenses, maintain properties, pay distributions to our stock and unit holders, and refinance debt. During adverse periods, there may be significant uncertainty in the valuation of our properties and investments that could result in a substantial decrease in their value. No

assurance can be given that we would be able to recover the current carrying amount of all of our properties and investments in the future. Our failure to do so would require us to recognize impairment charges for the period in which we reached that conclusion, which could materially and adversely affect us and the market price of our common stock.

Unsuccessful development activities or a slowdown in development activities could have a direct impact on our revenues, revenue growth, and/or net income.

We actively pursue development opportunities. Development activities require various government and other approvals for entitlements and any delay in such approvals may significantly delay the development process. We may not recover our investment in development projects for which approvals are not received. We incur other risks associated with development activities, including:


•	The risk that we may be unable to lease developments to full occupancy on a timely basis;


•	The risk that occupancy rates and rents of a completed project will not be sufficient to make the project profitable;


•	The risk that development costs of a project may exceed original estimates, possibly making the project unprofitable;


•	The risk that delays in the development and construction process could increase costs;


•	The risk that we may abandon development opportunities and lose our investment in such opportunities;


•	The risk that the size of our development pipeline will strain our capacity to complete the developments within the targeted timelines and at the expected returns on invested capital;


•	Changes in the level of future development and redevelopment activity could have an adverse impact on operating results by reducing the amount of capitalizable internal costs for development projects; and


•	The lack of cash flow during the construction period.

If we expand into new markets, we may not be successful, which could adversely affect our financial condition, results of operations and cash flows.

If opportunities arise, we may acquire properties in new markets. Each of the risks applicable to our ability to acquire and integrate successfully and operate properties in our current markets is also applicable in new markets. In addition, we may not possess the same level of familiarity with the dynamics and market conditions of the new markets we may enter, which could adversely affect the results of our expansion into those markets, and we may be unable to achieve our desired return on our investments in new markets. If we are unsuccessful in expanding into new markets, it could adversely affect our financial condition, results of operations and cash flows.

Our acquisition activities may not produce the returns that we expect.

Our investment strategy includes investing in high-quality shopping centers that are leased to market-dominant grocers, category-leading anchors, specialty retailers, or restaurants located in areas with high barriers to entry and above average household incomes and population densities. The acquisition of properties and/or companies entails risks that include, but are not limited to, the following, any of which could adversely affect our results of operations and our ability to meet our obligations:


•	Properties we acquire may fail to achieve the occupancy or rental rates we project, within the time frames we estimate, which may result in the properties' failure to achieve the returns we projected;


•	Our pre-acquisition evaluation of the physical condition of each new investment may not detect certain defects or identify necessary repairs until after the property is acquired, which could significantly increase our total acquisition costs or decrease cash flow from the property;


•	Our investigation of a company, property or building prior to our acquisition, and any representations we may receive from such seller, may fail to reveal various liabilities, which could reduce the cash flow from the acquisition or increase our acquisition costs;


•	Our estimate of the costs to improve, reposition or redevelop a property may prove to be too low, or the time we estimate to complete the improvement, repositioning or redevelopment may be too short, either of which could result in the property failing to achieve the returns we have projected, either temporarily or for a longer time;


•	We may not recover our costs from an unsuccessful acquisition;


•	Our acquisition activities may distract our management and generate significant costs; and


•	We may not be able to integrate an acquisition into our existing operations successfully.

We may experience difficulty or delay in renewing leases or re-leasing space.

We derive most of our revenue from rent received from our tenants. We are subject to the risks that, upon expiration or termination of leases, leases for space in our properties may not be renewed, space may not be re-leased, or the terms of renewal or re-lease, including the cost of required renovations or concessions to tenants, may be less favorable than current lease terms. As a result, our results of operations and our net income could be adversely impacted.

We may be unable to sell properties when appropriate because real estate investments are illiquid.

Real estate investments generally cannot be sold quickly. Our inability to respond promptly to unfavorable changes in the performance of our investments could have an adverse effect on our ability to meet our obligations and make distributions to our stock and unit holders.

A number of properties in our portfolio are subject to ground leases; if we are found to be in breach of a ground lease or are unable to renew a ground lease, we could be materially and adversely affected.

We have properties in our portfolio that are either completely or partially on land subject to ground leases with third parties. Accordingly, we only own long-term leasehold or similar interest in those properties. If we are found to be in breach of a ground lease, we could lose our interest in the improvements and the right to operate the property that is subject to the ground lease. In addition, unless we can purchase a fee interest in the underlying land or extend the terms of these leases before or at their expiration, as to which no assurance can be given, we will lose our interest in the improvements and the right to operate such properties. The existing lease terms, including renewal options, were taken into consideration when making our investment decisions. The purchase price and subsequent improvements are being depreciated over the shorter of the remaining life of the ground leases or the useful life of the underlying assets. If we were to lose the right to operate a property due to a breach or not exercising renewal options of the ground lease, we would be unable to derive income from such property, which would impair the value of our investments, and materially and adversely affect our financial condition, results of operations and cash flows.

Geographic concentration of our properties makes our business vulnerable to natural disasters and severe weather conditions, which could have an adverse effect on our cash flow and operating results.

A significant portion of our property gross leasable area is located in areas that are susceptible to earthquakes, tropical storms, hurricanes, tornadoes, wildfires, and other natural disasters. As of December 31, 2015, approximately 23.2%, 15.7%, and 10.5% of our property gross leasable area, on a pro-rata basis, was located in California, Florida, and Texas, respectively. Intense weather conditions during the last decade have caused our cost of property insurance to increase significantly. We recognize that the frequency and / or intensity of extreme weather events may continue to increase due to climate change, and as a result, our exposure to these events could increase. These weather conditions also disrupt our business and the business of our tenants, which could affect the ability of some tenants to pay rent and may reduce the willingness of residents to remain in or move to the affected area. Therefore, as a result of the geographic concentration of our properties, we face risks, including higher costs, such as uninsured property losses and higher insurance premiums, and disruptions to our business and the businesses of our tenants.

An uninsured loss or a loss that exceeds the insurance coverage on our properties could subject us to loss of capital or revenue on those properties.

We carry comprehensive liability, fire, flood, extended coverage, rental loss, and environmental insurance for our properties with policy specifications and insured limits customarily carried for similar properties. We believe that the insurance carried on our properties is adequate and consistent with industry standards. There are, however, some types of losses, such as losses from hurricanes, terrorism, wars or earthquakes, for which the insurance levels carried may not be sufficient to fully cover catastrophic losses impacting multiple properties. In addition, tenants generally are required to indemnify and hold us harmless from liabilities resulting from injury to persons or damage to personal or real property, on or off the premises, due to activities conducted by tenants or their agents on the properties (including without limitation any environmental contamination), and at the tenant's expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies. However, our tenants may not properly maintain their insurance policies or have the ability to pay the deductibles associated with such policies. Should a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the policies noted above, or in the event of a loss that is subject to a substantial deductible under an insurance policy, we could lose all or part of our capital invested in, and anticipated revenue from, such properties, which could have a material adverse effect on our operating results and financial condition, as well as our ability to make distributions to stock and unit holders.

Loss of our key personnel could adversely affect our business and operations.

We depend on the efforts of our key executive personnel. Although we have developed a succession plan and believe qualified replacements could be found for our key executives, the loss of their services could adversely affect our business and operations.

We face competition from numerous sources, including other REITs and other real estate owners.

The ownership of shopping centers is highly fragmented. We face competition from other REITs and well capitalized institutional investors, as well as from numerous small owners in the acquisition, ownership, and leasing of shopping centers. We also compete to develop shopping centers with other REITs engaged in development activities as well as with local, regional, and national real estate developers. This competition may:

•reduce the number of properties available for acquisition or development;

•increase the cost of properties available for acquisition or development;

•hinder our ability to attract and retain tenants, leading to increased vacancy rates and/or reduced rents; and

•adversely affect our ability to minimize our expenses of operation.

If we cannot successfully compete in our targeted markets, our cash flow, and therefore distributions to stock and unit holders, may be adversely affected.

Costs of environmental remediation could reduce our cash flow available for distribution to stock and unit holders.

Under various federal, state and local laws, an owner or manager of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on the property. These laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of hazardous or toxic substances. The cost of any required remediation could exceed the value of the property and/or the aggregate assets of the owner or the responsible party. The presence of, or the failure to properly remediate, hazardous or toxic substances may adversely affect our ability to sell or lease a contaminated property or to use the property as collateral for a loan. Any of these developments could reduce cash flow and our ability to make distributions to stock and unit holders.

Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make unintended expenditures.

All of our properties are required to comply with the Americans with Disabilities Act (“ADA”), which generally requires that buildings be made accessible to people with disabilities. Compliance with ADA requirements could require removal of access barriers, and noncompliance could result in imposition of fines by the U.S. government or an award of damages to private litigants, or both. While the tenants to whom we lease properties are obligated by law to comply with the ADA provisions, and typically under tenant leases are obligated to cover costs associated with compliance, if required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs could be adversely affected. In addition, we are required to operate the properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental entities and become applicable to the properties. We may be required to make substantial capital expenditures to comply with these requirements, and these expenditures could have a material adverse effect on our ability to meet our financial obligations and make distributions to our stock and unit holders.

If we do not maintain the security of tenant-related information, we could incur substantial costs and become subject to litigation.

We receive certain information about our tenants that depends upon secure transmissions of confidential information over public networks, including information permitting cashless payments. A compromise of our security systems that results in information being obtained by unauthorized persons could result in litigation against us or the imposition of penalties and require us to expend significant resources related to our information security systems. Such disruptions could adversely affect our operations, results of operations, financial condition and liquidity.

We rely extensively on computer systems to process transactions and manage our business; cyber security attacks and other disruptions could harm our ability to run our business.

We face risks associated with security breaches, whether through (i) cyber attacks or cyber intrusions, (ii) malware or computer viruses and (iii) people with access or who gain access to our systems, and other significant disruptions of our computer networks and related systems. The risk of a security breach or disruption, particularly through cyber attack or cyber

intrusion, has increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Our computer networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations. Although we make efforts to maintain the security and integrity of our computer networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. A security breach or other disruption involving our computer networks and related systems could significantly disrupt the proper functioning of our networks and systems and, as a result, disrupt our operations, which could have a material adverse effect on our liquidity, financial condition and results of operations.

Risk Factors Related to Our Co-investment Partnerships and Acquisition Structure

We do not have voting control over our joint venture investments, so we are unable to ensure that our objectives will be pursued.

We have invested substantial capital as a partner in a number of joint venture investments for the acquisition or development of properties. These investments involve risks not present in a wholly-owned project as we do not have voting control over the ventures, although we do have approval rights over major decisions. The other partner may (i) have interests or goals that are inconsistent with our interests or goals or (ii) otherwise impede our objectives. The other partner also may become insolvent or bankrupt. These factors could limit the return that we receive from such investments or cause our cash flows to be lower than our estimates.

The termination of our co-investment partnerships could adversely affect our cash flow, operating results, and our ability to make distributions to stock and unit holders.

If co-investment partnerships owning a significant number of properties were dissolved for any reason, we would lose the asset and property management fees from these co-investment partnerships, which could adversely affect our operating results and our cash available for distribution to stock and unit holders.

Risk Factors Related to Funding Strategies and Capital Structure

Higher market capitalization rates for our properties could adversely impact our ability to sell properties and fund developments and acquisitions, and could dilute earnings.

As part of our funding strategy, we sell operating properties that no longer meet our investment standards or those with a limited future growth profile. These sales proceeds are used to fund the construction of new developments, redevelopments and acquisitions. An increase in market capitalization rates could cause a reduction in the value of centers identified for sale, which would have an adverse impact on the amount of cash generated. In order to meet the cash requirements of our development program, we may be required to sell more properties than initially planned, which could have a negative impact on our earnings.

We depend on external sources of capital, which may not be available in the future on favorable terms or at all.

To qualify as a REIT, the Parent Company must, among other things, distribute to its stockholders each year at least 90% of its REIT taxable income (excluding any net capital gains). Because of these distribution requirements, we may not be able to fund all future capital needs with income from operations. We therefore will have to rely on third-party sources of capital, which may or may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of things, including the market's perception of our growth potential and our current and potential future earnings. Our access to debt depends on our credit rating, the willingness of creditors to lend to us and conditions in the capital markets. In addition to finding creditors willing to lend to us, we are dependent upon our joint venture partners to contribute their pro rata share of any amount needed to repay or refinance existing debt when lenders reduce the amount of debt our joint ventures are eligible to refinance.

In addition, our existing debt arrangements also impose covenants that limit our flexibility in obtaining other financing, such as a prohibition on negative pledge agreements. Additional equity offerings may result in substantial dilution of stockholders' interests and additional debt financing may substantially increase our degree of leverage.

Without access to external sources of capital, we would be required to pay outstanding debt with our operating cash flows and proceeds from property sales. Our operating cash flows may not be sufficient to pay our outstanding debt as it comes due and real estate investments generally cannot be sold quickly at a return we believe is appropriate. If we are required to deleverage our business with operating cash flows and proceeds from property sales, we may be forced to reduce the amount of, or eliminate altogether, our distributions to stock and unit holders or refrain from making investments in our business.

Our debt financing may adversely affect our business and financial condition.

Our ability to make scheduled payments or to refinance our indebtedness will depend primarily on our future performance, which to a certain extent is subject to economic, financial, competitive and other factors beyond our control. In addition, we do not expect to generate sufficient funds from operations to make balloon principal payments on our debt when due. If we are unable to refinance our debt on acceptable terms, we may be forced (i) to dispose of properties, which might result in losses, or (ii) to obtain financing at unfavorable terms, either of which could reduce the cash flow available for distributions to stock and unit holders. If we cannot make required mortgage payments, the mortgagee could foreclose on the property securing the mortgage.

Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition.

Our unsecured notes, unsecured term loan, and unsecured line of credit contain customary covenants, including compliance with financial ratios, such as ratio of total debt to gross asset value and fixed charge coverage ratio. Fixed charge coverage ratio is defined as earnings before interest, taxes, depreciation and amortization ("EBITDA") divided by the sum of interest expense and scheduled mortgage principal paid to our lenders plus dividends paid to our preferred stockholders. Our debt arrangements also restrict our ability to enter into a transaction that would result in a change of control. These covenants may limit our operational flexibility and our acquisition activities. Moreover, if we breach any of the covenants in our debt agreements, and do not cure the breach within the applicable cure period, our lenders could require us to repay the debt immediately, even in the absence of a payment default. Many of our debt arrangements, including our unsecured notes, unsecured term loan, and unsecured line of credit are cross-defaulted, which means that the lenders under those debt arrangements can put us in default and require immediate repayment of their debt if we breach and fail to cure a default under certain of our other material debt obligations. As a result, any default under our debt covenants could have an adverse effect on our financial condition, our results of operations, our ability to meet our obligations, and the market value of our stock.

Increases in interest rates would cause our borrowing costs to rise and negatively impact our results of operations.

Although a significant amount of our outstanding debt has fixed interest rates, we do borrow funds at variable interest rates under our credit facilities. Increases in interest rates would increase our interest expense on any variable rate debt to the extent we have not hedged our exposure to changes in interest rates. In addition, increases in interest rates will affect the terms under which we refinance our existing debt as it matures, to the extent we have not hedged our exposure to changes in interest rates. This would reduce our future earnings and cash flows, which could adversely affect our ability to service our debt and meet our other obligations and also could reduce the amount we are able to distribute to our stock and unit holders.

Hedging activity may expose us to risks, including the risks that a counterparty will not perform and that the hedge will

not yield the economic benefits we anticipate, which could adversely affect us.

From time to time, we manage our exposure to interest rate volatility by using interest rate hedging arrangements that

involve risk, such as the risk that counterparties may fail to honor their obligations under these arrangements, and that these

arrangements may not be effective in reducing our exposure to interest rate changes. There can be no assurance that our hedging arrangements will qualify for hedge accounting or that our hedging activities will have the desired beneficial impact on our results of operations. Should we desire to terminate a hedging agreement, there could be significant costs and cash requirements involved to fulfill our obligations under the hedging agreement. Failure to hedge effectively against interest rate changes may adversely affect our results of operations.

We may acquire properties or portfolios of properties through tax-deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell such assets.

We may acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for partnership interests in our operating partnership, which may result in stockholder dilution. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties, and may require that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases. These restrictions could limit our ability to sell an asset at a time, or on terms, that would be favorable absent such restrictions.

Risk Factors Related to the Market Price for Our Debt and Equity Securities

Changes in economic and market conditions could adversely affect the market price of our securities.

The market price of our debt and equity securities may fluctuate significantly in response to many factors, many of which are out of our control, including:


•	Actual or anticipated variations in our operating results;


•	Changes in our funds from operations or earnings estimates;


•	Publication of research reports about us or the real estate industry in general and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REIT's;


•	The ability of our tenants to pay rent and meet their other obligations to us under current lease terms and our ability to re-lease space as leases expire;


•	Increases in market interest rates that drive purchasers of our stock to demand a higher dividend yield;


•	Changes in market valuations of similar companies;


•	Adverse market reaction to any additional debt we incur in the future;


•	Any future issuances of equity securities;


•	Additions or departures of key management personnel;


•	Strategic actions by us or our competitors, such as acquisitions or restructurings;


•	Actions by institutional stockholders;


•	Changes in our dividend payments;


•	Speculation in the press or investment community; and


•	General market and economic conditions.

These factors may cause the market price of our securities to decline, regardless of our financial condition, results of operations, business or prospects. It is impossible to ensure that the market price of our securities, including our common stock, will not fall in the future. A decrease in the market price of our common stock could reduce our ability to raise additional equity in the public markets. Selling common stock at a decreased market price would have a dilutive impact on existing stockholders.

We cannot assure you we will continue to pay dividends at historical rates.

Our ability to continue to pay dividends at historical rates or to increase our dividend rate will depend on a number of factors, including, among others, the following:


•	Our financial condition and results of future operations;


•	The terms of our loan covenants; and


•	Our ability to acquire, finance, develop or redevelop and lease additional properties at attractive rates.

If we do not maintain or periodically increase the dividend on our common stock, it could have an adverse effect on the market price of our common stock and other securities.

Changes in accounting standards may adversely impact our financial results.

The Financial Accounting Standards Board ("FASB"), in conjunction with the SEC, has several key projects on their agenda that could impact how we currently account for our material transactions, including lease accounting and other convergence projects with the International Accounting Standards Board. At this time, we are unable to predict with certainty which, if any, proposals may be passed or what level of impact any such proposal could have on the presentation of our consolidated financial statements, our results of operations and our financial ratios required by our debt covenants.

Risk Factors Related to Federal Income Tax Laws

If the Parent Company fails to qualify as a REIT for federal income tax purposes, it would be subject to federal income tax at regular corporate rates.

We believe that the Parent Company qualifies for taxation as a REIT for federal income tax purposes, and we plan to operate so that we can continue to meet the requirements for taxation as a REIT. If the Parent Company continues to qualify as a REIT, it generally will not be subject to federal income tax on income that we distribute to our stockholders. Many REIT requirements, however, are highly technical and complex. The determination that the Parent Company is a REIT requires an

analysis of various factual matters and circumstances, some of which may not be totally within our control and some of which involve questions of interpretation. For example, to qualify as a REIT, at least 95% of our gross income must come from specific passive sources, like rent, that are itemized in the REIT tax laws. There can be no assurance that the Internal Revenue Service (“IRS”) or a court would agree with the positions we have taken in interpreting the REIT requirements. We are also required to distribute to our stockholders at least 90% of our REIT taxable income, excluding capital gains. The fact that we hold many of our assets through co-investment partnerships and their subsidiaries further complicates the application of the REIT requirements. Furthermore, Congress and the IRS might make changes to the tax laws and regulations, and the courts might issue new rulings, that make it more difficult, or impossible, for the Parent Company to remain qualified as a REIT.

Also, unless the IRS granted relief under certain statutory provisions, the Parent Company would remain disqualified as a REIT for four years following the year it first failed to qualify. If the Parent Company failed to qualify as a REIT (currently and/or with respect to any tax years for which the statute of limitations has not expired), we would have to pay significant income taxes, reducing cash available to pay dividends, which would likely have a significant adverse effect on the value of our securities. In addition, we would no longer be required to pay any dividends to stockholders. Although we believe that the Parent Company qualifies as a REIT, we cannot assure you that the Parent Company will continue to qualify or remain qualified as a REIT for tax purposes.

Even if the Parent Company qualifies as a REIT for federal income tax purposes, we are required to pay certain federal, state and local taxes on our income and property. For example, if we have net income from “prohibited transactions,” that income will be subject to a 100% tax. In general, prohibited transactions include sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. While we have undertaken a significant number of asset sales in recent years, we do not believe that those sales should be considered prohibited transactions, but there can be no assurance that the IRS would not contend otherwise.

Dividends paid by REITs generally do not qualify for reduced tax rates.

Subject to limited exceptions, dividends paid by REITs (other than distributions designated as capital gain dividends or returns of capital) are not eligible for reduced rates for qualified dividends paid by "C" corporations and are taxable at ordinary income tax rates. The more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including the shares of our capital stock.

Foreign stockholders may be subject to U.S. federal income tax on gain recognized on a disposition of our common stock if we do not qualify as a "domestically controlled" REIT.

A foreign person disposing of a U.S. real property interest, including shares of a U.S. corporation whose assets consist principally of U.S. real property interests is generally subject to U.S. federal income tax on any gain recognized on the disposition. This tax does not apply, however, to the disposition of stock in a REIT if the REIT is "domestically controlled." In general, we will be a domestically controlled REIT if at all times during the five-year period ending on the applicable stockholder’s disposition of our stock, less than 50% in value of our stock was held directly or indirectly by non-U.S. persons. If we were to fail to qualify as a domestically controlled REIT, gain recognized by a foreign stockholder on a disposition of our common stock would be subject to U.S. federal income tax unless our common stock was traded on an established securities market and the foreign stockholder did not at any time during a specified testing period directly or indirectly own more than 10% of our outstanding common stock.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Code limit our ability to hedge our liabilities. Generally, income from a hedging transaction we enter into either to manage risk of interest rate changes with respect to borrowings incurred or to be incurred to acquire or carry real estate assets, or to manage the risk of currency fluctuations with respect to any item of income or gain (or any property which generates such income or gain) that constitutes “qualifying income” for purposes of the 75% or 95% gross income tests applicable to REITs, does not constitute “gross income” for purposes of the 75% or 95% gross income tests, provided that we properly identify the hedging transaction pursuant to the applicable sections of the Code and Treasury Regulations. To the extent that we enter into other types of hedging transactions, or fail to make the proper tax identifications, the income from those transactions is likely to be treated as non-qualifying income for purposes of both gross income tests. As a result of these rules, we may need to limit our use of otherwise advantageous hedging techniques or implement those hedges through a taxable REIT subsidiary, or TRS. The use of a TRS could increase the cost of our hedging activities (because our TRS would be subject to tax on income or gain resulting from hedges entered into by it) or expose us to greater risks than we would

otherwise want to bear. In addition, net losses in a TRS will generally not provide any tax benefit except for being carried forward for use against future taxable income in the TRS.

Risk Factors Related to Our Ownership Limitations and the Florida Business Corporation Act

Restrictions on the ownership of the Parent Company's capital stock to preserve its REIT status could delay or prevent a change in control.

Ownership of more than 7% by value of our outstanding capital stock is prohibited, with certain exceptions, by the Parent Company's articles of incorporation, for the purpose of maintaining its qualification as a REIT. This 7% limitation may discourage a change in control and may also (i) deter tender offers for our capital stock, which offers may be attractive to our stockholders, or (ii) limit the opportunity for our stockholders to receive a premium for their capital stock that might otherwise exist if an investor attempted to assemble a block in excess of 7% of our outstanding capital stock or to affect a change in control.

The issuance of the Parent Company's capital stock could delay or prevent a change in control.

The Parent Company's articles of incorporation authorize our Board of Directors to issue up to 30,000,000 shares of preferred stock and 10,000,000 shares of special common stock and to establish the preferences and rights of any shares issued. The issuance of preferred stock or special common stock could have the effect of delaying or preventing a change in control. The provisions of the Florida Business Corporation Act regarding affiliated transactions could also deter potential acquisitions by preventing the acquiring party from consummating a merger or other extraordinary corporate transaction without the approval of our disinterested stockholders.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The following table is a list of the shopping centers, summarized by state and in order of largest holdings, presented for Consolidated Properties (excludes properties owned by unconsolidated co-investment partnerships):



	December 31, 2015						December 31, 2014
Location	Number of Properties	GLA (in thousands)	Percent of Total GLA		Percent Leased		Number of Properties	GLA (in thousands)	Percent of Total GLA		Percent Leased
California	42	5,619	24.1	%	95.6	%	43	5,692	24.5	%	95.4	%
Florida	39	4,214	18.1	%	94.7	%	38	4,025	17.3	%	93.8	%
Texas	22	2,716	11.7	%	97.6	%	21	2,689	11.5	%	96.1	%
Georgia	15	1,392	6.0	%	92.9	%	15	1,390	6.0	%	93.5	%
Colorado	15	1,266	5.4	%	91.3	%	15	1,266	5.5	%	90.7	%
Ohio	8	1,164	5.0	%	98.6	%	9	1,307	5.6	%	98.8	%
North Carolina	10	895	3.8	%	95.8	%	10	895	3.9	%	94.9	%
Virginia	6	841	3.6	%	96.2	%	6	841	3.6	%	95.3	%
Illinois	5	817	3.5	%	98.2	%	6	920	4.0	%	96.8	%
Oregon	7	742	3.2	%	87.9	%	6	563	2.4	%	97.2	%
Washington	5	606	2.6	%	98.7	%	5	606	2.6	%	99.8	%
Massachusetts	3	516	2.2	%	96.1	%	3	519	2.2	%	92.5	%
Missouri	4	408	1.8	%	100.0	%	4	408	1.8	%	100.0	%
Tennessee	3	317	1.4	%	96.1	%	3	317	1.4	%	96.1	%
Connecticut	3	315	1.4	%	96.3	%	3	315	1.4	%	96.8	%
Pennsylvania	3	311	1.3	%	98.4	%	4	325	1.4	%	99.6	%
Indiana	3	281	1.2	%	93.8	%	3	240	1.0	%	96.1	%
Arizona	2	274	1.2	%	92.7	%	2	274	1.2	%	95.1	%
Delaware	1	232	1.0	%	90.1	%	1	232	1.0	%	92.0	%
Maryland	1	113	0.5	%	96.1	%	1	113	0.5	%	97.2	%
Michigan	1	97	0.4	%	95.7	%	2	118	0.5	%	96.4	%
Alabama	1	85	0.4	%	95.0	%	1	85	0.4	%	89.9	%
South Carolina	1	59	0.3	%	100.0	%	1	60	0.3	%	100.0	%
Total	200	23,280	100.0%		95.4%		202	23,200	100.0%		95.3%

Certain Consolidated Properties are encumbered by mortgage loans of $501.9 million, excluding debt premiums and discounts, as of December 31, 2015.

The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is $18.95 and $18.30 per square foot ("PSF") as of December 31, 2015 and 2014, respectively.

The following table is a list of the shopping centers, summarized by state and in order of largest holdings, presented for Unconsolidated Properties (includes properties owned by unconsolidated co-investment partnerships):



	December 31, 2015				December 31, 2014
Location	Number of Properties	GLA (in thousands)	Percent of Total GLA	Percent Leased	Number of Properties	GLA (in thousands)	Percent of Total GLA	Percent Leased
California	20	2,652	18.0%	98.7%	21	2,782	18.6%	97.5%
Virginia	19	2,645	17.9%	96.9%	19	2,643	17.6%	97.4%
Maryland	13	1,491	10.1%	92.5%	13	1,490	9.9%	93.6%
North Carolina	8	1,275	8.6%	97.6%	8	1,272	8.5%	95.2%
Illinois	7	944	6.4%	94.6%	8	1,067	7.1%	94.5%
Texas	7	932	6.3%	99.3%	7	934	6.2%	97.5%
Colorado	5	862	5.8%	92.9%	5	862	5.8%	92.8%
Florida	8	682	4.6%	97.4%	8	682	4.6%	97.5%
Minnesota	5	674	4.6%	98.3%	5	674	4.5%	99.3%
Pennsylvania	6	664	4.5%	88.7%	6	661	4.4%	90.1%
Washington	5	621	4.2%	97.0%	5	621	4.1%	95.5%
Connecticut	1	186	1.3%	98.8%	1	186	1.2%	99.8%
South Carolina	2	162	1.1%	100.0%	2	162	1.1%	98.5%
New Jersey	2	158	1.1%	95.7%	2	158	1.1%	94.5%
New York	1	141	1.0%	100.0%	1	141	0.9%	100.0%
Indiana	2	139	0.9%	100.0%	2	138	0.9%	92.3%
Wisconsin	1	133	0.9%	92.8%	1	133	0.9%	92.8%
Arizona	1	108	0.7%	87.4%	1	108	0.7%	93.4%
Oregon	1	93	0.6%	98.1%	1	93	0.6%	98.1%
Georgia	1	86	0.6%	100.0%	1	86	0.6%	100.0%
Delaware	1	67	0.5%	91.0%	1	67	0.4%	90.1%
Dist. of Columbia	2	40	0.3%	100.0%	2	40	0.3%	97.0%
Total	118	14,755	100.0%	96.3%	120	15,000	100.0%	96.0%

Certain Unconsolidated Properties are encumbered by mortgage loans of $1.4 billion, excluding debt premiums and discounts, as of December 31, 2015.

The weighted average annual effective rent for the unconsolidated portfolio of properties, net of tenant concessions, is $18.81 and $17.85 PSF as of December 31, 2015 and 2014, respectively.

The following table summarizes the largest tenants occupying our shopping centers for Consolidated Properties plus our pro-rata share of Unconsolidated Properties, as of December 31, 2015, based upon a percentage of total annualized base rent exceeding or equal to 0.5% (GLA and dollars in thousands):



Tenant	GLA	Percent of Company Owned GLA		Annualized Base Rent	Percent of Annualized Base Rent	Number of Leased Stores	Anchor Owned Stores⁽¹⁾
Kroger	2,490	8.8%	$	24,886	4.7%	53	5
Publix	1,836	6.5%		19,345	3.7%	45	1
Albertsons/Safeway	1,374	4.8%		15,277	2.9%	42	7
Whole Foods	628	2.2%		12,091	2.3%	19	—
TJX Companies	778	2.7%		10,331	2.0%	36	—
CVS	485	1.7%		7,829	1.5%	44	—
PETCO	334	1.2%		7,294	1.4%	44	—
Ahold/Giant	419	1.5%		5,980	1.1%	13	—
H.E.B.	344	1.2%		5,439	1.0%	5	—
Ross Dress For Less	306	1.1%		4,949	0.9%	16	—
Trader Joe's	179	0.6%		4,920	0.9%	19	—
Wells Fargo Bank	82	0.3%		4,238	0.8%	39	—
Bank of America	84	0.3%		4,107	0.8%	30	—
JPMorgan Chase Bank	69	0.2%		4,037	0.8%	25	—
Starbucks	98	0.3%		3,976	0.8%	77	—
Nordstrom	138	0.5%		3,813	0.7%	4	—
Dick's Sporting Goods	267	0.9%		3,441	0.7%	5	—
Panera Bread	97	0.3%		3,227	0.6%	27	—
Sears Holdings	388	1.4%		3,069	0.6%	5	1
SUPERVALU	265	0.9%		3,055	0.6%	11	—
Wal-Mart	466	1.6%		3,026	0.6%	5	2
Subway	89	0.3%		2,991	0.6%	96	—
Sports Authority	134	0.5%		2,973	0.6%	3	—
Bed Bath & Beyond	175	0.6%		2,915	0.6%	6	—
Target	359	1.3%		2,907	0.6%	4	13

⁽¹⁾ Stores owned by anchor tenant that are attached to our centers.

Our leases for tenant space under 5,000 square feet generally have terms ranging from three to five years. Leases greater than 10,000 square feet generally have 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. Our leases provide for the monthly payment in advance of fixed minimum rent, additional rents calculated as a percentage of the tenant's sales, the tenant's pro-rata share of real estate taxes, insurance, and common area maintenance (“CAM”) expenses, and reimbursement for utility costs if not directly metered.

The following table summarizes pro-rata lease expirations for the next ten years and thereafter, for our Consolidated and Unconsolidated Properties, assuming no tenants renew their leases (GLA and dollars in thousands):



Lease Expiration Year	Number of Tenants with Expiring Leases	Pro-rata Expiring GLA	Percent of Total Company GLA		Minimum Rent Expiring Leases⁽²⁾		Percent of Minimum Rent ⁽²⁾
(1)	228	192	0.7	%	$	4,098	0.8	%
2016	879	2,056	7.6	%	40,640		7.8	%
2017	1,130	3,278	12.2	%	70,312		13.5	%
2018	983	2,930	10.9	%	58,840		11.3	%
2019	827	3,090	11.5	%	60,482		11.7	%
2020	901	3,009	11.2	%	62,398		12.0	%
2021	410	2,022	7.5	%	37,337		7.2	%
2022	273	1,732	6.4	%	28,983		5.6	%
2023	216	1,150	4.3	%	23,621		4.6	%
2024	251	1,577	5.8	%	30,067		5.8	%
2025	228	1,188	4.4	%	27,850		5.4	%
Thereafter	453	4,749	17.5	%	74,485		14.3	%
Total	6,779	26,973	100.0	%	$	519,113	100.0	%

⁽¹⁾ Leases currently under month-to-month rent or in process of renewal.

⁽²⁾Minimum rent includes current minimum rent and future contractual rent steps, but excludes additional rent such as percentage rent, common area maintenance, real estate taxes and insurance reimbursements.

During 2016, we have a total of 879 leases expiring, representing 2.1 million square feet of GLA. These expiring leases have an average base rent of $19.77 PSF. The average base rent of new leases signed during 2015 was $25.79 PSF. During periods of recession or when occupancy is low, tenants have more bargaining power, which may result in rental rate declines on new or renewal leases. In periods of recovery and/or when occupancy levels are high, landlords have more bargaining power, which generally results in rental rate growth on new and renewal leases. Based on current economic trends and expectations, and pro-rata percent leased of 95.6%, we expect base rent on new and renewal leases during 2016 to exceed rental rates on leases expiring in 2016. Exceptions may arise in certain geographic areas or at specific shopping centers based on the local economic situation, competition, location, and size of the space being leased, among other factors. Additionally, significant changes or uncertainties affecting micro- or macroeconomic climates may cause significant changes to our current expectations.

See the following property table and also see Item 7, Management's Discussion and Analysis for further information about our Consolidated and Unconsolidated Properties.



Property Name	⁽¹⁾ CBSA	State	⁽²⁾ Owner-ship Interest	Year Acquired	Year Constructed or Last Major Renovation	Mortgages or Encumbrances (in 000's)	Gross Leasable Area (GLA) (in 000's)	⁽³⁾ Percent Leased	⁽⁴⁾ Average Base Rent (Per Sq Ft)	⁽⁵⁾ Grocer(s) & Major Tenant(s) >35,000 SFT
Shoppes at Fairhope Village	Mobile	AL		2008	2008	$—	85	95.0%	$14.72	Publix
Palm Valley Marketplace	Phoenix-Mesa-Scottsdale	AZ	20%	2001	1999	—	108	87.4%	14.08	Safeway
Pima Crossing	Phoenix-Mesa-Scottsdale	AZ		1999	1996	—	238	95.8%	14.48	Golf & Tennis Pro Shop, Inc., SteinMart
Shops at Arizona	Phoenix-Mesa-Scottsdale	AZ		2003	2000	—	36	72.4%	10.97	--
4S Commons Town Center	San Diego-Carlsbad-San Marcos	CA	85%	2004	2004	62,500	240	98.7%	30.50	Ralphs, Jimbo's...Naturally!
Amerige Heights Town Center	Los Angeles-Long Beach-Santa Ana	CA		2000	2000	16,349	89	100.0%	28.25	Albertsons, (Target)
Balboa Mesa Shopping Center	San Diego-Carlsbad-San Marcos	CA		2012	2014	—	207	100.0%	23.75	Von's Food & Drug, Kohl's
Bayhill Shopping Center	San Francisco-Oakland-Fremont	CA	40%	2005	1990	21,245	122	95.7%	22.65	Mollie Stone's Market
Blossom Valley	San Jose-Sunnyvale-Santa Clara	CA	20%	1999	1990	10,255	93	100.0%	25.21	Safeway
Brea Marketplace ⁽⁶⁾	Los Angeles-Long Beach-Santa Ana	CA	40%	2005	1987	48,168	352	99.2%	17.55	Sprout's Markets, Target
Clayton Valley Shopping Center	San Francisco-Oakland-Fremont	CA		2003	2004	—	260	92.5%	21.38	Grocery Outlet, Orchard Supply Hardware
Corral Hollow	Stockton	CA	25%	2000	2000	—	167	100.0%	16.67	Safeway, Orchard Supply & Hardware
Costa Verde Center	San Diego-Carlsbad-San Marcos	CA		1999	1988	—	179	93.3%	35.66	Bristol Farms
Diablo Plaza	San Francisco-Oakland-Fremont	CA		1999	1982	—	63	100.0%	36.71	(Safeway)
East Washington Place	Santa Rosa-Petaluma	CA		2011	2011	—	203	97.9%	23.71	(Target), Dick's Sporting Goods, TJ Maxx
El Camino Shopping Center	Los Angeles-Long Beach-Santa Ana	CA		1999	1995	—	136	71.7%	34.02	--
El Cerrito Plaza	San Francisco-Oakland-Fremont	CA		2000	2000	37,989	256	95.8%	27.78	(Lucky's), Trader Joe's
El Norte Pkwy Plaza	San Diego-Carlsbad-San Marcos	CA		1999	2013	—	91	93.2%	16.70	Von's Food & Drug
Encina Grande	San Francisco-Oakland-Fremont	CA		1999	1965	—	106	100.0%	29.86	Whole Foods
Five Points Shopping Center	Santa Barbara-Santa Maria-Goleta	CA	40%	2005	1960	27,118	145	98.7%	26.72	Haggen
Folsom Prairie City Crossing	Sacramento--Arden-Arcade--Roseville	CA		1999	1999	—	90	95.8%	19.47	Safeway
French Valley Village Center	Riverside-San Bernardino-Ontario	CA		2004	2004	—	99	100.0%	24.52	Stater Bros.
Friars Mission Center	San Diego-Carlsbad-San Marcos	CA		1999	1989	—	147	99.0%	31.84	Ralphs
Gateway 101	San Francisco-Oakland-Fremont	CA		2008	2008	—	92	100.0%	32.05	(Home Depot), (Best Buy), Sports Authority, Nordstrom Rack
Gelson's Westlake Market Plaza	Oxnard-Thousand Oaks-Ventura	CA		2002	2002	—	85	92.2%	21.80	Gelson's Markets
Golden Hills Promenade	San Luis Obispo-Paso Robles	CA		2006	2012	—	242	98.9%	7.11	Lowe's
Granada Village	Los Angeles-Long Beach-Santa Ana	CA	40%	2005	2012	50,000	226	100.0%	22.03	Sprout's Markets
Hasley Canyon Village	Los Angeles-Long Beach-Santa Ana	CA	20%	2003	2003	8,360	66	100.0%	24.84	Ralphs
Heritage Plaza ⁽⁶⁾	Los Angeles-Long Beach-Santa Ana	CA		1999	1981	—	230	98.6%	33.15	Ralphs
Indio Towne Center	Riverside-San Bernardino-Ontario	CA		2006	2010	—	180	95.8%	17.87	(Home Depot), (WinCo), Toys R Us
Jefferson Square	Riverside-San Bernardino-Ontario	CA		2007	2007	—	38	55.7%	14.81	--
Laguna Niguel Plaza	Los Angeles-Long Beach-Santa Ana	CA	40%	2005	1985	—	42	100.0%	25.84	(Albertsons)
Loehmanns Plaza California	San Jose-Sunnyvale-Santa Clara	CA		1999	1983	—	113	81.1%	20.88	(Safeway)
Marina Shores	Los Angeles-Long Beach-Santa Ana	CA	20%	2008	2001	11,079	68	100.0%	33.08	Whole Foods



Property Name	⁽¹⁾ CBSA	State	⁽²⁾ Owner-ship Interest	Year Acquired	Year Constructed or Last Major Renovation	Mortgages or Encumbrances (in 000's)	Gross Leasable Area (GLA) (in 000's)	⁽³⁾ Percent Leased	⁽⁴⁾ Average Base Rent (Per Sq Ft)	⁽⁵⁾ Grocer(s) & Major Tenant(s) >35,000 SFT
Mariposa Shopping Center	San Jose-Sunnyvale-Santa Clara	CA	40%	2005	1957	20,529	127	100.0%	19.16	Safeway
Morningside Plaza	Los Angeles-Long Beach-Santa Ana	CA		1999	1996	—	91	100.0%	21.79	Stater Bros.
Navajo Shopping Center	San Diego-Carlsbad-San Marcos	CA	40%	2005	1964	8,375	102	96.9%	13.37	Albertsons
Newland Center	Los Angeles-Long Beach-Santa Ana	CA		1999	1985	—	152	96.5%	22.91	Albertsons
Oakbrook Plaza	Oxnard-Thousand Oaks-Ventura	CA		1999	1982	—	83	95.4%	17.67	Haggen
Oak Shade Town Center	Sacramento--Arden-Arcade--Roseville	CA		2011	1998	9,208	104	97.4%	19.54	Safeway
Persimmon Place	San Francisco-Oakland-Fremont	CA		2014	2014	—	153	96.5%	33.81	Whole Foods, Nordstrom Rack
Plaza Hermosa	Los Angeles-Long Beach-Santa Ana	CA		1999	2013	13,800	95	100.0%	24.80	Von's Food & Drug
Pleasant Hill Shopping Center	San Francisco-Oakland-Fremont	CA	40%	2005	1970	50,000	232	99.1%	23.98	Target, Toys "R" Us
Point Loma Plaza	San Diego-Carlsbad-San Marcos	CA	40%	2005	1987	26,487	213	99.2%	19.19	Von's Food & Drug
Powell Street Plaza	San Francisco-Oakland-Fremont	CA		2001	1987	—	166	100.0%	32.42	Trader Joe's
Raley's Supermarket	Sacramento--Arden-Arcade--Roseville	CA	20%	2007	1964	—	63	100.0%	5.41	Raley's
Rancho San Diego Village	San Diego-Carlsbad-San Marcos	CA	40%	2005	1981	22,825	153	92.8%	20.37	Haggen
Rona Plaza	Los Angeles-Long Beach-Santa Ana	CA		1999	1989	—	52	100.0%	20.05	Superior Super Warehouse
San Leandro Plaza	San Francisco-Oakland-Fremont	CA		1999	1982	—	50	100.0%	33.91	(Safeway)
Seal Beach	Los Angeles-Long Beach-Santa Ana	CA	20%	2002	1966	2,200	97	98.5%	23.85	Von's Food & Drug
Sequoia Station	San Francisco-Oakland-Fremont	CA		1999	1996	21,100	103	98.6%	37.74	(Safeway)
Silverado Plaza	Napa	CA	40%	2005	1974	10,253	85	100.0%	16.70	Nob Hill
Snell & Branham Plaza	San Jose-Sunnyvale-Santa Clara	CA	40%	2005	1988	13,686	92	100.0%	17.90	Safeway
South Bay Village	Los Angeles-Long Beach-Santa Ana	CA		2012	2012	—	108	100.0%	19.11	Wal-Mart, Orchard Supply Hardware
Strawflower Village	San Francisco-Oakland-Fremont	CA		1999	1985	—	79	96.2%	18.98	Safeway
Tassajara Crossing	San Francisco-Oakland-Fremont	CA		1999	1990	19,800	146	99.0%	22.71	Safeway
Twin Oaks Shopping Center	Los Angeles-Long Beach-Santa Ana	CA	40%	2005	1978	10,117	98	98.6%	17.81	Ralphs
Twin Peaks	San Diego-Carlsbad-San Marcos	CA		1999	1988	—	208	76.8%	20.23	Target
The Hub Hillcrest Market (fka Uptown District)	San Diego-Carlsbad-San Marcos	CA		2012	2015	—	149	92.2%	36.43	Ralphs, Trader Joe's
Valencia Crossroads	Los Angeles-Long Beach-Santa Ana	CA		2002	2003	—	173	100.0%	25.56	Whole Foods, Kohl's
Village at La Floresta ⁽⁷⁾	Los Angeles-Long Beach-Santa Ana	CA		2014	2014	—	87	92.1%	31.49	Whole Foods
West Park Plaza	San Jose-Sunnyvale-Santa Clara	CA		1999	1996	—	88	100.0%	17.49	Safeway
Westlake Village Plaza and Center	Oxnard-Thousand Oaks-Ventura	CA		1999	2015	—	197	100.0%	35.52	Von's Food & Drug and Sprouts
Woodman Van Nuys	Los Angeles-Long Beach-Santa Ana	CA		1999	1992	—	108	100.0%	14.90	El Super
Woodside Central	San Francisco-Oakland-Fremont	CA		1999	1993	—	81	100.0%	23.61	(Target)
Ygnacio Plaza	San Francisco-Oakland-Fremont	CA	40%	2005	1968	27,859	110	97.2%	36.26	Sports Basement, Fresh & Easy
Applewood Shopping Center	Denver-Aurora	CO	40%	2005	1956	—	381	86.0%	11.28	King Soopers, Wal-Mart
Arapahoe Village	Boulder	CO	40%	2005	1957	14,169	159	96.9%	17.55	Safeway



Property Name	⁽¹⁾ CBSA	State	⁽²⁾ Owner-ship Interest	Year Acquired	Year Constructed or Last Major Renovation	Mortgages or Encumbrances (in 000's)	Gross Leasable Area (GLA) (in 000's)	⁽³⁾ Percent Leased	⁽⁴⁾ Average Base Rent (Per Sq Ft)	⁽⁵⁾ Grocer(s) & Major Tenant(s) >35,000 SFT
Belleview Square	Denver-Aurora	CO		2004	2013	—	117	99.0%	17.15	King Soopers
Boulevard Center	Denver-Aurora	CO		1999	1986	—	79	94.1%	26.15	(Safeway)
Buckley Square	Denver-Aurora	CO		1999	1978	—	116	97.4%	10.23	King Soopers
Centerplace of Greeley III Phase I	Greeley	CO		2007	2007	—	119	100.0%	14.17	Sports Authority
Cherrywood Square	Denver-Aurora	CO	40%	2005	1978	4,374	97	100.0%	9.84	King Soopers
Crossroads Commons	Boulder	CO	20%	2001	1986	16,759	143	100.0%	26.74	Whole Foods
Falcon Marketplace	Colorado Springs	CO		2005	2005	—	22	78.7%	21.56	(Wal-Mart)
Hilltop Village	Denver-Aurora	CO		2002	2003	7,500	100	93.8%	10.74	King Soopers
Kent Place	Denver-Aurora	CO	50%	2011	2011	8,250	48	100.0%	19.28	King Soopers
Littleton Square	Denver-Aurora	CO		1999	2015	—	99	100.0%	10.28	King Soopers
Lloyd King Center	Denver-Aurora	CO		1998	1998	—	83	96.9%	11.69	King Soopers
Marketplace at Briargate	Colorado Springs	CO		2006	2006	—	29	91.8%	28.31	(King Soopers)
Monument Jackson Creek	Colorado Springs	CO		1998	1999	—	85	100.0%	11.57	King Soopers
Ralston Square Shopping Center	Denver-Aurora	CO	40%	2005	1977	4,374	83	96.5%	9.99	King Soopers
Shops at Quail Creek	Denver-Aurora	CO		2008	2008	—	38	100.0%	26.99	(King Soopers)
South Lowry Square	Denver-Aurora	CO		1999	1993	—	120	34.7%	17.75	--
Stroh Ranch	Denver-Aurora	CO		1998	1998	—	93	100.0%	12.59	King Soopers
Woodmen Plaza	Colorado Springs	CO		1998	1998	—	116	94.2%	12.92	King Soopers
Black Rock	Bridgeport-Stamford-Norwalk	CT	80%	2014	1996	19,828	98	95.9%	31.89	--
Brick Walk ⁽⁶⁾	Bridgeport-Stamford-Norwalk	CT	80%	2014	2007	31,514	124	93.8%	43.44	--
Corbin's Corner	Hartford-West Hartford-East Hartford	CT	40%	2005	2015	40,295	186	98.8%	26.29	Trader Joe's, Toys "R" Us, Best Buy
Fairfield Center ⁽⁶⁾	Bridgeport-Stamford-Norwalk	CT	80%	2014	2000	—	93	100.0%	33.10	--
Shops at The Columbia	Washington-Arlington-Alexandria	DC	25%	2006	2006	—	23	100.0%	37.73	Trader Joe's
Spring Valley Shopping Center	Washington-Arlington-Alexandria	DC	40%	2005	1930	12,772	17	100.0%	90.23	--
Pike Creek	Philadelphia-Camden-Wilmington	DE		1998	2013	—	232	90.1%	13.61	Acme Markets, K-Mart
Shoppes of Graylyn	Philadelphia-Camden-Wilmington	DE	40%	2005	1971	—	67	91.0%	22.55	--
Anastasia Plaza	Jacksonville	FL		1993	1988	—	102	99.4%	12.71	Publix
Aventura Shopping Center	Miami-Fort Lauderdale-Miami Beach	FL		1994	1974	—	103	70.1%	19.24	Publix
Berkshire Commons	Naples-Marco Island	FL		1994	1992	7,500	110	96.9%	13.73	Publix
Bloomingdale Square	Tampa-St. Petersburg-Clearwater	FL		1998	1987	—	268	97.1%	9.37	Publix, Wal-Mart, Bealls
Boynton Lakes Plaza	Miami-Fort Lauderdale-Miami Beach	FL		1997	2012	—	110	94.9%	15.62	Publix
Brooklyn Station on Riverside ⁽⁷⁾	Jacksonville	FL		2013	2013	—	50	88.0%	24.75	The Fresh Market
Caligo Crossing	Miami-Fort Lauderdale-Miami Beach	FL		2007	2007	—	11	100.0%	44.48	(Kohl's)
Canopy Oak Center	Ocala	FL	50%	2006	2006	—	90	91.8%	19.06	Publix
Carriage Gate	Tallahassee	FL		1994	2013	—	74	88.5%	21.16	Trader Joe's
Chasewood Plaza	Miami-Fort Lauderdale-Miami Beach	FL		1993	2015	—	151	96.7%	23.88	Publix
Corkscrew Village	Cape Coral-Fort Myers	FL		2007	1997	7,642	82	98.3%	13.27	Publix



Property Name	⁽¹⁾ CBSA	State	⁽²⁾ Owner-ship Interest	Year Acquired	Year Constructed or Last Major Renovation	Mortgages or Encumbrances (in 000's)	Gross Leasable Area (GLA) (in 000's)	⁽³⁾ Percent Leased	⁽⁴⁾ Average Base Rent (Per Sq Ft)	⁽⁵⁾ Grocer(s) & Major Tenant(s) >35,000 SFT
Courtyard Shopping Center	Jacksonville	FL		1993	1987	—	137	100.0%	3.50	(Publix), Target
Fleming Island	Jacksonville	FL		1998	2000	—	132	99.3%	14.79	Publix, (Target)
Fountain Square	Miami-Fort Lauderdale-Miami Beach	FL		2013	2013	—	177	96.4%	25.38	Publix, (Target)
Garden Square	Miami-Fort Lauderdale-Miami Beach	FL		1997	1991	—	90	97.7%	15.99	Publix
Grande Oak	Cape Coral-Fort Myers	FL		2000	2000	—	79	100.0%	15.26	Publix
Hibernia Pavilion	Jacksonville	FL		2006	2006	—	51	87.1%	15.62	Publix
Hibernia Plaza	Jacksonville	FL		2006	2006	—	8	—%	—	--
John's Creek Center	Jacksonville	FL	20%	2003	2004	9,000	75	100.0%	13.83	Publix
Julington Village	Jacksonville	FL	20%	1999	1999	9,500	82	100.0%	15.16	Publix
Lynnhaven	Panama City-Lynn Haven	FL	50%	2001	2001	—	64	95.6%	12.54	Publix
Marketplace Shopping Center	Tampa-St. Petersburg-Clearwater	FL		1995	2012	—	90	87.2%	18.13	LA Fitness
Millhopper Shopping Center	Gainesville	FL		1993	2010	—	76	100.0%	16.25	Publix
Naples Walk Shopping Center	Naples-Marco Island	FL		2007	1999	14,488	125	86.0%	14.80	Publix
Newberry Square	Gainesville	FL		1994	1986	—	181	83.9%	7.14	Publix, K-Mart
Nocatee Town Center	Jacksonville	FL		2007	2015	—	79	100.0%	15.18	Publix
Northgate Square	Tampa-St. Petersburg-Clearwater	FL		2007	1995	—	75	100.0%	13.71	Publix
Oakleaf Commons	Jacksonville	FL		2006	2006	—	74	88.6%	13.21	Publix
Ocala Corners ⁽⁶⁾	Tallahassee	FL		2000	2000	4,826	87	100.0%	14.26	Publix
Old St Augustine Plaza	Jacksonville	FL		1996	1990	—	238	92.7%	7.74	Publix, Burlington Coat Factory, Hobby Lobby
Pebblebrook Plaza	Naples-Marco Island	FL	50%	2000	2000	—	77	100.0%	14.26	Publix
Pine Tree Plaza	Jacksonville	FL		1997	1999	—	63	95.3%	12.97	Publix
Plantation Plaza	Jacksonville	FL	20%	2004	2004	10,500	78	93.5%	15.54	Publix
Regency Square	Tampa-St. Petersburg-Clearwater	FL		1993	2013	—	352	98.0%	15.84	AMC Theater, Michaels, (Best Buy), (Macdill)
Seminole Shoppes	Jacksonville	FL	50%	2009	2009	9,698	77	100.0%	21.80	Publix
Shoppes @ 104	Miami-Fort Lauderdale-Miami Beach	FL		1998	1990	—	108	98.0%	17.77	Winn-Dixie
Shoppes at Bartram Park	Jacksonville	FL	50%	2005	2004	—	126	100.0%	18.33	Publix, (Kohl's)
Shops at John's Creek	Jacksonville	FL		2003	2004	—	15	100.0%	19.79	--
Starke ⁽⁶⁾	Other	FL		2000	2000	—	13	100.0%	25.56	--
Suncoast Crossing ⁽⁶⁾	Tampa-St. Petersburg-Clearwater	FL		2007	2007	—	118	92.0%	5.99	Kohl's, (Target)
Town Square	Tampa-St. Petersburg-Clearwater	FL		1997	1999	—	44	100.0%	28.53	--
University Commons ⁽⁶⁾	Miami-Fort Lauderdale-Miami Beach	FL		2015	2001	38,000	180	100.0%	30.49	Whole Foods, Nordstrom Rack
Village Center	Tampa-St. Petersburg-Clearwater	FL		1995	2014	—	187	96.5%	18.21	Publix
Welleby Plaza	Miami-Fort Lauderdale-Miami Beach	FL		1996	1982	—	110	93.3%	12.63	--
Wellington Town Square	Miami-Fort Lauderdale-Miami Beach	FL		1996	1982	12,800	107	94.3%	20.78	Publix
Westchase	Tampa-St. Petersburg-Clearwater	FL		2007	1998	6,941	79	94.5%	14.47	Publix
Willa Springs	Orlando	FL	20%	2000	2000	7,020	90	97.1%	19.14	Publix



Property Name	⁽¹⁾ CBSA	State	⁽²⁾ Owner-ship Interest	Year Acquired	Year Constructed or Last Major Renovation	Mortgages or Encumbrances (in 000's)	Gross Leasable Area (GLA) (in 000's)	⁽³⁾ Percent Leased	⁽⁴⁾ Average Base Rent (Per Sq Ft)	⁽⁵⁾ Grocer(s) & Major Tenant(s) >35,000 SFT
Ashford Place	Atlanta-Sandy Springs-Marietta	GA		1997	1993	—	53	97.2%	20.50	--
Briarcliff La Vista	Atlanta-Sandy Springs-Marietta	GA		1997	1962	—	39	100.0%	20.01	--
Briarcliff Village ⁽⁶⁾	Atlanta-Sandy Springs-Marietta	GA		1997	1990	—	190	94.2%	15.61	Publix
Brighten Park (fka Loehmanns Plaza Georgia)	Atlanta-Sandy Springs-Marietta	GA		1997	1986	—	138	75.2%	24.73	The Fresh Market
Buckhead Court	Atlanta-Sandy Springs-Marietta	GA		1997	1984	—	48	92.5%	20.73	--
Cambridge Square	Atlanta-Sandy Springs-Marietta	GA		1996	1979	—	71	98.7%	14.30	Kroger
Cornerstone Square	Atlanta-Sandy Springs-Marietta	GA		1997	1990	—	80	100.0%	15.33	Aldi
Delk Spectrum	Atlanta-Sandy Springs-Marietta	GA		1998	1991	—	99	95.7%	14.67	Publix
Dunwoody Hall	Atlanta-Sandy Springs-Marietta	GA	20%	1997	1986	6,855	86	100.0%	17.57	Publix
Dunwoody Village	Atlanta-Sandy Springs-Marietta	GA		1997	1975	—	121	90.5%	18.27	The Fresh Market
Howell Mill Village ⁽⁶⁾	Atlanta-Sandy Springs-Marietta	GA		2004	1984	—	92	96.0%	19.34	Publix
Paces Ferry Plaza ⁽⁶⁾	Atlanta-Sandy Springs-Marietta	GA		1997	1987	—	62	70.7%	33.19	--
Powers Ferry Square	Atlanta-Sandy Springs-Marietta	GA		1997	2013	—	101	99.4%	27.88	--
Powers Ferry Village	Atlanta-Sandy Springs-Marietta	GA		1997	1994	—	79	100.0%	13.02	Publix
Russell Ridge	Atlanta-Sandy Springs-Marietta	GA		1994	1995	—	101	98.6%	12.59	Kroger
Sandy Springs	Atlanta-Sandy Springs-Marietta	GA		2012	2006	—	116	92.5%	21.54	Trader Joe's
Civic Center Plaza	Chicago-Naperville-Joliet	IL	40%	2005	1989	22,000	265	98.9%	11.23	Super H Mart, Home Depot
Clybourn Commons	Chicago-Naperville-Joliet	IL		2014	1999	—	32	100.0%	34.81	--
Glen Oak Plaza	Chicago-Naperville-Joliet	IL		2010	1967	—	63	95.2%	22.99	Trader Joe's
Hinsdale	Chicago-Naperville-Joliet	IL		1998	2015	—	179	95.0%	15.39	Whole Foods
McHenry Commons Shopping Center	Chicago-Naperville-Joliet	IL	40%	2005	1988	—	99	91.1%	7.26	Hobby Lobby
Riverside Sq & River's Edge	Chicago-Naperville-Joliet	IL	40%	2005	1986	15,291	169	91.1%	15.86	Mariano's Fresh Market
Roscoe Square	Chicago-Naperville-Joliet	IL	40%	2005	2012	11,543	140	100.0%	19.81	Mariano's Fresh Market
Shorewood Crossing	Chicago-Naperville-Joliet	IL	20%	2004	2001	—	88	92.2%	14.42	Mariano's Fresh Market
Shorewood Crossing II	Chicago-Naperville-Joliet	IL	20%	2007	2005	—	86	100.0%	14.07	Babies R Us
Stonebrook Plaza Shopping Center	Chicago-Naperville-Joliet	IL	40%	2005	1984	8,161	96	82.0%	11.80	Jewel-Osco
Westchester Commons (fka Westbrook Commons)	Chicago-Naperville-Joliet	IL		2001	2014	—	139	98.3%	17.56	Mariano's Fresh Market
Willow Festival ⁽⁶⁾	Chicago-Naperville-Joliet	IL		2010	2007	39,505	404	100.0%	16.20	Whole Foods, Lowe's
Airport Crossing	Chicago-Naperville-Joliet	IN	88%	2006	2006	—	12	77.3%	18.86	(Kohl's)
Augusta Center	Chicago-Naperville-Joliet	IN	96%	2006	2006	—	15	100.0%	22.54	(Menards)
Shops on Main	Chicago-Naperville-Joliet	IN	92%	2013	2013	—	254	94.2%	14.70	Whole Foods, Gordmans
Willow Lake Shopping Center	Indianapolis	IN	40%	2005	1987	—	86	100.0%	15.99	(Kroger)
Willow Lake West Shopping Center	Indianapolis	IN	40%	2005	2001	10,000	53	100.0%	24.28	Trader Joe's
Fellsway Plaza ⁽⁶⁾	Boston-Cambridge-Quincy	MA	75%	2013	2015	34,154	155	98.3%	22.17	Stop & Shop
Shops at Saugus	Boston-Cambridge-Quincy	MA		2006	2006	—	87	92.1%	28.68	Trader Joe's



Property Name	⁽¹⁾ CBSA	State	⁽²⁾ Owner-ship Interest	Year Acquired	Year Constructed or Last Major Renovation	Mortgages or Encumbrances (in 000's)	Gross Leasable Area (GLA) (in 000's)	⁽³⁾ Percent Leased	⁽⁴⁾ Average Base Rent (Per Sq Ft)	⁽⁵⁾ Grocer(s) & Major Tenant(s) >35,000 SFT
Twin City Plaza	Boston-Cambridge-Quincy	MA		2006	2004	—	274	96.2%	17.90	Shaw's, Marshall's
Bowie Plaza	Washington-Arlington-Alexandria	MD	40%	2005	1966	—	103	96.1%	20.47	--
Burnt Mills ⁽⁶⁾	Washington-Arlington-Alexandria	MD	20%	2013	2004	7,000	31	100.0%	37.83	Trader Joe's
Clinton Park	Washington-Arlington-Alexandria	MD	20%	2003	2003	—	206	74.2%	9.47	Sears, (Toys "R" Us)
Cloppers Mill Village	Washington-Arlington-Alexandria	MD	40%	2005	1995	—	137	96.8%	17.46	Shoppers Food Warehouse
Festival at Woodholme	Baltimore-Towson	MD	40%	2005	1986	21,245	81	95.4%	37.17	Trader Joe's
Firstfield Shopping Center	Washington-Arlington-Alexandria	MD	40%	2005	2014	—	22	95.5%	37.08	--
King Farm Village Center	Washington-Arlington-Alexandria	MD	25%	2004	2015	27,500	118	91.4%	24.85	Safeway
Parkville Shopping Center	Baltimore-Towson	MD	40%	2005	2013	11,782	162	91.6%	14.53	Giant Food
Southside Marketplace	Baltimore-Towson	MD	40%	2005	2011	14,643	125	96.0%	18.49	Shoppers Food Warehouse
Takoma Park	Washington-Arlington-Alexandria	MD	40%	2005	1960	—	104	93.1%	12.28	Shoppers Food Warehouse
Valley Centre	Baltimore-Towson	MD	40%	2005	1987	19,018	220	97.0%	15.64	Aldi, TJ Maxx
Village at Lee Airpark ⁽⁶⁾	Baltimore-Towson	MD		2005	2014	—	113	96.1%	28.64	Giant Food, (Sunrise)
Watkins Park Plaza	Washington-Arlington-Alexandria	MD	40%	2005	1985	—	111	98.5%	24.10	LA Fitness
Woodmoor Shopping Center	Washington-Arlington-Alexandria	MD	40%	2005	1954	6,575	69	97.7%	27.42	--
Fenton Marketplace	Flint	MI		1999	1999	—	97	95.7%	7.11	Family Farm & Home
Brentwood Plaza	St. Louis	MO		2007	2002	—	60	100.0%	10.36	Schnucks
Bridgeton	St. Louis	MO		2007	2005	—	71	100.0%	11.98	Schnucks, (Home Depot)
Dardenne Crossing	St. Louis	MO		2007	1996	—	67	100.0%	10.84	Schnucks
Kirkwood Commons	St. Louis	MO		2007	2000	10,528	210	100.0%	9.83	Wal-Mart, (Target), (Lowe's)
Apple Valley Square	Minneapolis-St. Paul-Bloomington	MN	25%	2006	1998	16,000	185	97.6%	12.40	Rainbow Foods, Jo-Ann Fabrics, (Burlington Coat Factory)
Calhoun Commons	Minneapolis-St. Paul-Bloomington	MN	25%	2011	1999	3,008	66	100.0%	24.32	Whole Foods
Colonial Square	Minneapolis-St. Paul-Bloomington	MN	40%	2005	2014	9,794	93	98.8%	22.14	Lund's
Rockford Road Plaza	Minneapolis-St. Paul-Bloomington	MN	40%	2005	1991	20,000	204	100.0%	12.07	Kohl's
Rockridge Center	Minneapolis-St. Paul-Bloomington	MN	20%	2011	2006	14,500	125	95.4%	13.08	Cub Foods
Cameron Village	Raleigh-Cary	NC	30%	2004	2014	60,000	558	97.4%	20.04	Harris Teeter, The Fresh Market
Carmel Commons	Charlotte-Gastonia-Concord	NC		1997	2012	—	133	95.1%	18.84	The Fresh Market
Cochran Commons	Charlotte-Gastonia-Concord	NC	20%	2007	2003	5,506	66	95.6%	15.57	Harris Teeter
Colonnade Center	Raleigh-Cary	NC		2009	2009	—	58	100.0%	26.79	Whole Foods
Glenwood Village	Raleigh-Cary	NC		1997	1983	—	43	100.0%	15.02	Harris Teeter
Harris Crossing	Raleigh-Cary	NC		2007	2007	—	65	89.4%	8.26	Harris Teeter
Holly Park	Raleigh-Cary	NC	99%	2013	1969	—	160	100.0%	14.70	Trader Joe's
Lake Pine Plaza	Raleigh-Cary	NC		1998	1997	—	88	96.8%	11.97	Kroger
Maynard Crossing	Raleigh-Cary	NC	20%	1998	1997	8,933	123	94.2%	14.79	Kroger
Phillips Place	Charlotte-Gastonia-Concord	NC	50%	2012	2005	44,500	133	98.5%	31.54	Dean & Deluca
Providence Commons	Charlotte-Gastonia-Concord	NC	25%	2010	1994	—	74	100.0%	18.07	Harris Teeter



Property Name	⁽¹⁾ CBSA	State	⁽²⁾ Owner-ship Interest	Year Acquired	Year Constructed or Last Major Renovation	Mortgages or Encumbrances (in 000's)	Gross Leasable Area (GLA) (in 000's)	⁽³⁾ Percent Leased	⁽⁴⁾ Average Base Rent (Per Sq Ft)	⁽⁵⁾ Grocer(s) & Major Tenant(s) >35,000 SFT
Shops at Erwin Mill (fka Erwin Square)	Durham-Chapel Hill	NC	55%	2012	2012	10,000	87	98.2%	17.06	Harris Teeter
Shoppes of Kildaire	Raleigh-Cary	NC	40%	2005	1986	20,000	145	100.0%	17.53	Trader Joe's
Southpoint Crossing	Durham-Chapel Hill	NC		1998	1998	—	103	96.6%	15.36	Kroger
Sutton Square	Raleigh-Cary	NC	20%	2006	1985	—	101	96.8%	17.70	The Fresh Market
Village Plaza	Durham-Chapel Hill	NC	20%	2012	1975	8,000	75	98.0%	17.17	Whole Foods
Willow Oaks ⁽⁷⁾	Charlotte-Gastonia-Concord	NC		2014	2014	—	69	81.5%	16.10	Publix
Woodcroft Shopping Center	Durham-Chapel Hill	NC		1996	1984	—	90	95.7%	12.31	Food Lion
Plaza Square	New York-Northern New Jersey-Long Island	NJ	40%	2005	1990	13,598	104	100.0%	21.84	Shop Rite
Haddon Commons	Philadelphia-Camden-Wilmington	NJ	40%	2005	1985	—	54	87.5%	12.63	Acme Markets
Lake Grove Commons	New York-Northern New Jersey-Long Island	NY	40%	2012	2008	31,970	141	100.0%	32.32	Whole Foods, LA Fitness
Cherry Grove	Cincinnati-Middletown	OH		1998	2012	—	196	93.6%	11.27	Kroger
East Pointe	Columbus	OH		1998	2014	—	107	98.7%	9.63	Kroger
Hyde Park	Cincinnati-Middletown	OH		1997	1995	—	397	99.7%	15.27	Kroger, Remke Markets
Kroger New Albany Center	Columbus	OH	50%	1999	1999	—	93	100.0%	12.03	Kroger
Maxtown Road (Northgate)	Columbus	OH		1998	1996	—	85	100.0%	11.16	Kroger, (Home Depot)
Red Bank Village	Cincinnati-Middletown	OH		2006	2006	—	164	100.0%	6.39	Wal-Mart
Regency Commons	Cincinnati-Middletown	OH		2004	2004	—	34	100.0%	21.74	--
Westchester Plaza	Cincinnati-Middletown	OH		1998	1988	—	88	98.4%	9.47	Kroger
Corvallis Market Center	Corvallis	OR		2006	2006	—	85	100.0%	20.03	Trader Joe's
Greenway Town Center	Portland-Vancouver-Beaverton	OR	40%	2005	2014	—	93	98.1%	13.59	Whole Foods
Murrayhill Marketplace	Portland-Vancouver-Beaverton	OR		1999	1988	—	149	92.7%	15.95	Safeway
Northgate Marketplace	Medford	OR		2011	2011	—	81	100.0%	21.39	Trader Joe's
Northgate Marketplace Ph II ⁽⁷⁾	Medford	OR		2011	2015	—	179		11.20	Dick's Sporting Goods
Sherwood Crossroads	Portland-Vancouver-Beaverton	OR		1999	1999	—	88	95.4%	10.99	Safeway
Tanasbourne Market ⁽⁶⁾	Portland-Vancouver-Beaverton	OR		2006	2006	—	71	100.0%	27.41	Whole Foods
Walker Center	Portland-Vancouver-Beaverton	OR		1999	1987	—	90	90.4%	18.89	Bed Bath and Beyond
Allen Street Shopping Center	Allentown-Bethlehem-Easton	PA	40%	2005	1958	—	46	92.0%	14.08	Ahart's Market
City Avenue Shopping Center	Philadelphia-Camden-Wilmington	PA	40%	2005	1960	—	162	78.4%	19.98	Ross Dress for Less
Gateway Shopping Center	Philadelphia-Camden-Wilmington	PA		2004	1960	—	214	99.3%	28.14	Trader Joe's
Hershey ⁽⁶⁾	Harrisburg-Carlisle	PA		2000	2000	—	6	100.0%	33.45	--
Lower Nazareth Commons	Allentown-Bethlehem-Easton	PA		2007	2012	—	90	96.0%	26.11	(Wegmans), (Target), Sports Authority
Mercer Square Shopping Center	Philadelphia-Camden-Wilmington	PA	40%	2005	1988	11,031	91	100.0%	22.54	Weis Markets
Newtown Square Shopping Center	Philadelphia-Camden-Wilmington	PA	40%	2005	1970	10,840	141	83.0%	17.71	Acme Markets
Stefko Boulevard Shopping Center ⁽⁶⁾	Allentown-Bethlehem-Easton	PA	40%	2005	1976	—	134	96.0%	7.52	Valley Farm Market
Warwick Square Shopping Center	Philadelphia-Camden-Wilmington	PA	40%	2005	1999	9,699	90	92.5%	20.15	Giant Food



Property Name	⁽¹⁾ CBSA	State	⁽²⁾ Owner-ship Interest	Year Acquired	Year Constructed or Last Major Renovation	Mortgages or Encumbrances (in 000's)	Gross Leasable Area (GLA) (in 000's)	⁽³⁾ Percent Leased	⁽⁴⁾ Average Base Rent (Per Sq Ft)	⁽⁵⁾ Grocer(s) & Major Tenant(s) >35,000 SFT
Buckwalter Village	Hilton Head Island-Beaufort	SC		2006	2006	—	60	100.0%	14.47	Publix
Merchants Village	Charleston-North Charleston	SC	40%	1997	1997	9,000	80	100.0%	15.37	Publix
Queensborough Shopping Center	Charleston-North Charleston	SC	50%	1998	1993	—	82	100.0%	10.34	Publix
Harpeth Village Fieldstone	Nashville-Davidson--Murfreesboro	TN		1997	1998	—	70	100.0%	14.38	Publix
Northlake Village	Nashville-Davidson--Murfreesboro	TN		2000	1988	—	138	91.0%	12.86	Kroger
Peartree Village	Nashville-Davidson--Murfreesboro	TN		1997	1997	6,836	110	100.0%	18.12	Harris Teeter
Alden Bridge	Houston-Baytown-Sugar Land	TX	20%	2002	1998	12,870	139	100.0%	19.28	Kroger
Bethany Park Place	Dallas-Fort Worth-Arlington	TX	20%	1998	1998	5,745	99	100.0%	11.54	Kroger
CityLine Market ⁽⁷⁾	Dallas-Fort Worth-Arlington	TX		2014	2014	—	80	97.6%	25.14	Whole Foods
CityLine Market Phase II ⁽⁷⁾	Dallas-Fort Worth-Arlington	TX		2014	2015	—	22	100.0%	25.88	--
Cochran's Crossing	Houston-Baytown-Sugar Land	TX		2002	1994	—	138	96.4%	17.66	Kroger
Hancock	Austin-Round Rock	TX		1999	1998	—	410	97.0%	14.35	H.E.B., Sears
Hickory Creek Plaza	Dallas-Fort Worth-Arlington	TX		2006	2006	—	28	100.0%	25.18	(Kroger)
Hillcrest Village	Dallas-Fort Worth-Arlington	TX		1999	1991	—	15	100.0%	44.40	--
Indian Springs Center	Houston-Baytown-Sugar Land	TX		2002	2003	—	137	100.0%	23.19	H.E.B.
Keller Town Center	Dallas-Fort Worth-Arlington	TX		1999	2014	—	120	96.9%	15.12	Tom Thumb
Lebanon/Legacy Center	Dallas-Fort Worth-Arlington	TX		2000	2002	—	56	97.3%	23.40	(Wal-Mart)
Market at Preston Forest	Dallas-Fort Worth-Arlington	TX		1999	1990	—	96	100.0%	20.19	Tom Thumb
Market at Round Rock	Austin-Round Rock	TX		1999	1987	—	123	100.0%	16.82	Sprout's Markets
Mockingbird Common	Dallas-Fort Worth-Arlington	TX		1999	1987	10,300	120	93.3%	17.67	Tom Thumb
North Hills	Austin-Round Rock	TX		1999	1995	—	144	97.9%	21.69	H.E.B.
Panther Creek	Houston-Baytown-Sugar Land	TX		2002	1994	—	166	99.4%	18.63	Randall's Food
Prestonbrook	Dallas-Fort Worth-Arlington	TX		1998	1998	6,800	92	100.0%	13.89	Kroger
Preston Oaks ⁽⁶⁾	Dallas-Fort Worth-Arlington	TX		2013	1991	—	104	94.8%	30.39	H.E.B. Central Market
Shiloh Springs	Dallas-Fort Worth-Arlington	TX	20%	1998	1998	6,855	110	94.1%	14.38	Kroger
Shops at Mira Vista	Austin-Round Rock	TX		2014	2002	250	68	100.0%	20.62	Trader Joe's
Signature Plaza	Dallas-Fort Worth-Arlington	TX		2003	2004	—	32	90.1%	20.78	(Kroger)
Southpark at Cinco Ranch	Houston-Baytown-Sugar Land	TX		2012	2015	—	265	97.9%	12.62	Kroger, Academy Sports
Sterling Ridge	Houston-Baytown-Sugar Land	TX		2002	2000	13,900	129	100.0%	19.72	Kroger
Sweetwater Plaza	Houston-Baytown-Sugar Land	TX	20%	2001	2000	11,079	134	100.0%	16.89	Kroger
Tech Ridge Center	Austin-Round Rock	TX		2011	2001	8,741	187	96.0%	20.68	H.E.B.
Weslayan Plaza East	Houston-Baytown-Sugar Land	TX	40%	2005	1969	—	168	100.0%	16.88	Berings
Weslayan Plaza West	Houston-Baytown-Sugar Land	TX	40%	2005	1969	38,598	186	100.0%	18.50	Randall's Food
Westwood Village	Houston-Baytown-Sugar Land	TX		2006	2006	—	184	96.8%	18.25	(Target)
Woodway Collection	Houston-Baytown-Sugar Land	TX	40%	2005	2012	8,851	96	100.0%	27.32	Whole Foods
Ashburn Farm Market Center	Washington-Arlington-Alexandria	VA		2000	2000	—	92	100.0%	23.75	Giant Food
Ashburn Farm Village Center	Washington-Arlington-Alexandria	VA	40%	2005	1996	—	89	97.3%	14.64	Shoppers Food Warehouse



Property Name	⁽¹⁾ CBSA	State	⁽²⁾ Owner-ship Interest	Year Acquired	Year Constructed or Last Major Renovation	Mortgages or Encumbrances (in 000's)	Gross Leasable Area (GLA) (in 000's)	⁽³⁾ Percent Leased	⁽⁴⁾ Average Base Rent (Per Sq Ft)	⁽⁵⁾ Grocer(s) & Major Tenant(s) >35,000 SFT
Belmont Chase ⁽⁷⁾	Washington-Arlington-Alexandria	VA		2014	2014	—	91	92.8%	28.35	Whole Foods
Braemar Shopping Center	Washington-Arlington-Alexandria	VA	25%	2004	2004	11,533	96	96.3%	21.13	Safeway
Centre Ridge Marketplace	Washington-Arlington-Alexandria	VA	40%	2005	1996	13,543	104	97.3%	17.60	Shoppers Food Warehouse
Culpeper Colonnade	Culpeper	VA		2006	2014	—	171	98.8%	15.09	Martin's, Dick's Sporting Goods, (Target)
Fairfax Shopping Center	Washington-Arlington-Alexandria	VA		2007	1955	—	76	83.5%	13.39	--
Festival at Manchester Lakes ⁽⁶⁾	Washington-Arlington-Alexandria	VA	40%	2005	1990	23,297	169	99.3%	25.22	Shoppers Food Warehouse
Fox Mill Shopping Center	Washington-Arlington-Alexandria	VA	40%	2005	2013	16,267	103	100.0%	22.28	Giant Food
Gayton Crossing	Richmond	VA	40%	2005	1983	—	158	93.0%	15.06	Martin's, (Kroger)
Greenbriar Town Center	Washington-Arlington-Alexandria	VA	40%	2005	1972	50,494	340	98.2%	24.37	Giant Food
Hanover Village Shopping Center	Richmond	VA	40%	2005	1971	—	90	98.4%	8.40	Aldi
Hollymead Town Center	Charlottesville	VA	20%	2003	2004	25,000	154	94.9%	22.14	Harris Teeter, (Target)
Kamp Washington Shopping Center	Washington-Arlington-Alexandria	VA	40%	2005	1960	—	72	95.0%	37.01	Golfsmith
Kings Park Shopping Center ⁽⁶⁾	Washington-Arlington-Alexandria	VA	40%	2005	2015	13,745	93	100.0%	27.16	Giant Food
Lorton Station Marketplace	Washington-Arlington-Alexandria	VA	20%	2006	2005	24,375	132	97.7%	21.59	Shoppers Food Warehouse
Saratoga Shopping Center	Washington-Arlington-Alexandria	VA	40%	2005	1977	11,126	113	100.0%	19.34	Giant Food
Shops at County Center	Washington-Arlington-Alexandria	VA		2005	2005	—	97	92.8%	19.99	Harris Teeter
Shops at Stonewall	Washington-Arlington-Alexandria	VA		2007	2014	—	314	98.7%	16.17	Wegmans, Dick's Sporting Goods
Signal Hill	Washington-Arlington-Alexandria	VA	20%	2003	2004	—	95	97.5%	21.59	Shoppers Food Warehouse
Town Center at Sterling Shopping Center	Washington-Arlington-Alexandria	VA	40%	2005	1980	—	187	91.5%	19.21	Giant Food
Village Center at Dulles	Washington-Arlington-Alexandria	VA	20%	2002	1991	41,588	298	97.2%	24.28	Shoppers Food Warehouse, Gold's Gym
Village Shopping Center	Richmond	VA	40%	2005	1948	16,016	111	100.0%	22.39	Martin's
Willston Centre I	Washington-Arlington-Alexandria	VA	40%	2005	1952	—	105	95.6%	25.09	--
Willston Centre II	Washington-Arlington-Alexandria	VA	40%	2005	2010	27,000	136	94.3%	23.69	Safeway, (Target)
Aurora Marketplace	Seattle-Tacoma-Bellevue	WA	40%	2005	1991	11,617	107	92.4%	15.56	Safeway
Broadway Market ⁽⁶⁾	Seattle-Tacoma-Bellevue	WA	20%	2014	1988	21,500	140	98.4%	24.33	Quality Food Centers
Cascade Plaza	Seattle-Tacoma-Bellevue	WA	20%	1999	1999	14,409	215	96.0%	11.58	Haggen
Eastgate Plaza	Seattle-Tacoma-Bellevue	WA	40%	2005	1956	10,270	78	100.0%	23.65	Albertsons
Grand Ridge	Seattle-Tacoma-Bellevue	WA		2012	2012	11,125	326	100.0%	22.57	Safeway, Regal Cinemas
Inglewood Plaza	Seattle-Tacoma-Bellevue	WA		1999	1985	—	17	100.0%	35.94	--
Overlake Fashion Plaza ⁽⁶⁾	Seattle-Tacoma-Bellevue	WA	40%	2005	1987	12,100	81	100.0%	24.47	(Sears)
Pine Lake Village	Seattle-Tacoma-Bellevue	WA		1999	1989	—	103	100.0%	22.76	Quality Food Centers
Sammamish-Highlands	Seattle-Tacoma-Bellevue	WA		1999	2013	—	101	100.0%	30.04	(Safeway)
Southcenter	Seattle-Tacoma-Bellevue	WA		1999	1990	—	58	86.2%	28.98	(Target)
Whitnall Square Shopping Center	Milwaukee-Waukesha-West Allis	WI	40%	2005	1989	—	133	92.8%	8.07	Pick 'N' Save
Regency Centers Total						$1,905,067	38,035	95.8%

⁽¹⁾CBSA refers to Core Based Statistical Area.

⁽²⁾ Represents our ownership interest in the property, if not wholly owned.

⁽³⁾ Includes properties where we have not yet incurred at least 90% of the expected costs to complete and 95% occupied or the anchor has not yet been open for at least two calendar years ("development properties" or "properties in development"). If development properties are excluded, the total percentage leased would be 95.9% for our Combined Portfolio of shopping centers.

⁽⁴⁾Average base rent per SFT is calculated based on annual minimum contractual base rent per the tenant lease, excluding percentage rent and recovery revenue.

⁽⁵⁾A retailer that supports our shopping center and in which we have no ownership is indicated by parentheses.

⁽⁶⁾ The ground underlying the building and improvements are not owned by Regency or its unconsolidated real estate partnerships, but is subject to a ground lease.

⁽⁷⁾ Property in development.

Item 3. Legal Proceedings

We are a party to various legal proceedings that arise in the ordinary course of our business. We are not currently involved in any litigation nor to our knowledge, is any litigation threatened against us, the outcome of which would, in our judgment based on information currently available to us, have a material adverse effect on our financial position or results of operations.

Item 4. Mine Safety Disclosures

None.

PART II


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

Our common stock is traded on the New York Stock Exchange under the symbol "REG." The following table sets forth the high and low sales prices and the cash dividends declared on our common stock by quarter for 2015 and 2014.



	2015				2014
Quarter Ended	High Price		Low Price	Cash Dividends Declared	High Price		Low Price	Cash Dividends Declared
March 31	$	70.80	63.38	0.4850	$	51.49	45.41	0.4700
June 30	69.45		58.81	0.4850	56.11		50.55	0.4700
September 30	64.79		55.79	0.4850	57.99		53.28	0.4700
December 31	69.45		61.71	0.4850	65.72		53.55	0.4700

We have determined that the dividends paid during 2015 and 2014 on our common stock qualify for the following tax treatment:



	Total Distribution per Share		Ordinary Dividends	Total Capital Gain Distributions	Nontaxable Distributions	Qualified Dividends (included in Ordinary Dividends)	Unrecapt Sec 1250 Gain
2015	$	1.9400	1.4744	0.0970	0.3686	0.0970	0.0388
2014	1.8800		1.3160	0.3008	0.2632	—	0.0564

As of February 10, 2016, there were approximately 27,974 holders of common equity.

We intend to pay regular quarterly distributions to Regency Centers Corporation's common stockholders. Future distributions will be declared and paid at the discretion of our Board of Directors and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual dividend requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, and such other factors as our Board of Directors deems relevant. In order to maintain Regency Centers Corporation's qualification as a REIT for federal income tax purposes, we are generally required to make annual distributions at least equal to 90% of our real estate investment trust taxable income for the taxable year. Under certain circumstances, which we do not expect to occur, we could be required to make distributions in excess of cash available for distributions in order to meet such requirements. We have a dividend reinvestment plan under which shareholders may elect to reinvest their dividends automatically in common stock. Under the plan, we may elect to purchase common stock in the open market on behalf of shareholders or may issue new common stock to such stockholders.

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

There were no unregistered sales of equity securities, and we did not repurchase any of our equity securities during the quarter ended December 31, 2015.

The performance graph furnished below shows Regency's cumulative total stockholder return to the S&P 500 Index, the FTSE NAREIT Equity REIT Index, and the FTSE NAREIT Equity Shopping Centers index since December 31, 2010. The stock performance graph should not be deemed filed or incorporated by reference into any other filing made by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate the stock performance graph by reference in another filing.



	12/10		12/11	12/12	12/13	12/14	12/15

Regency Centers Corporation	$	100.00	93.15	121.45	123.64	176.24	193.90
S&P 500	100.00		102.11	118.45	156.82	178.29	180.75
FTSE NAREIT Equity REITs	100.00		108.29	127.85	131.01	170.49	175.94
FTSE NAREIT Equity Shopping Centers	100.00		99.27	124.11	130.31	169.35	177.34

Item 6. Selected Financial Data

(in thousands, except per share and unit data, number of properties, and ratio of earnings to fixed charges)

The following table sets forth Selected Financial Data for the Company on a historical basis for the five years ended December 31, 2015 (in thousands, except per share and unit data, number of properties, and ratio of earnings to fixed charges). This historical Selected Financial Data has been derived from the audited consolidated financial statements. This information should be read in conjunction with the consolidated financial statements of Regency Centers Corporation and Regency Centers, L.P. (including the related notes thereto) and Management's Discussion and Analysis of the Financial Condition and Results of Operations, each included elsewhere in this Form 10-K.

Parent Company



	2015			2014			2013		2012		2011
Operating data:
Revenues	$	569,763		537,898			489,007		473,929		470,449
Operating expenses	365,098			353,348			324,687		307,493		303,976
Total other expense (income)	110,236			83,046		⁽¹⁾	111,741		131,240		136,317
Income from operations before equity in income of investments in real estate partnerships	94,429			101,504			52,579		35,196		30,156
Equity in income of investments in real estate partnerships	22,508			31,270			31,718		23,807		9,643
Income tax (benefit) expense of taxable REIT subsidiary	—			(996	)		—		13,224		2,994
Income from continuing operations	116,937			133,770			84,297		45,779		36,805
Income (loss) from discontinued operations ⁽²⁾	—			—			65,285		(21,728	)	16,579
Gain on sale of real estate	35,606			55,077			1,703		2,158		2,404
Net income	152,543			188,847			151,285		26,209		55,788
Income attributable to noncontrolling interests	(2,487		)	(1,457	)		(1,481	)	(342	)	(4,418	)
Net income attributable to the Company	150,056			187,390			149,804		25,867		51,370
Preferred stock dividends	(21,062		)	(21,062	)		(21,062	)	(32,531	)	(19,675	)
Net income (loss) attributable to common stockholders	$	128,994		166,328			128,742		(6,664	)	31,695

NAREIT FFO ⁽³⁾	276,515			269,149			240,621		222,100		220,318
Core FFO ⁽³⁾	288,872			261,506			241,619		230,937		213,148
Income per common share - diluted (note 15):
Continuing operations	$	1.36		1.80			0.69		0.16		0.16
Discontinued operations ⁽²⁾	—			—			0.71		(0.24	)	0.19
Net income attributable to common stockholders	$	1.36		1.80			1.40		(0.08	)	0.35
Other information:
Net cash provided by operating activities	$	275,637		277,742			250,731		257,215		217,633
Net cash used in investing activities	(139,346		)	(210,290	)		(9,817	)	3,623		(77,723	)
Net cash used in financing activities	(213,211		)	(34,360	)		(182,579	)	(249,891	)	(145,569	)
Dividends paid to common stockholders	181,691			172,900			168,095		164,747		160,479
Common dividends declared per share	1.94			1.88			1.85		1.85		1.85
Common stock outstanding including exchangeable operating partnership units	97,367			94,262			92,499		90,572		90,099
Ratio of earnings to fixed charges ⁽⁴⁾	2.5			2.6			1.8		1.6		1.5
Ratio of earnings to combined fixed charges and preference dividends ⁽⁴⁾	2.1			2.2			1.5		1.4		1.3

Balance sheet data:
Real estate investments before accumulated depreciation	$	4,852,106		4,743,053			4,385,380		4,352,839		4,488,794
Total assets	4,191,074			4,197,170			3,913,516		3,853,458		3,987,071
Total debt	1,872,478			2,021,357			1,854,697		1,941,891		1,982,440
Total liabilities	2,108,454			2,260,688			2,052,382		2,107,547		2,117,417
Total stockholders’ equity	2,054,109			1,906,592			1,843,354		1,730,765		1,808,355
Total noncontrolling interests	28,511			29,890			17,780		15,146		61,299

⁽¹⁾During the year ended December 31, 2014, the Company recognized a gain on remeasurement of investment in real estate partnership of $18.3 million, which is included in Total other expense (income) and Income from operations, upon the acquisition of the remaining 50% interest in a single operating property, resulting in consolidation of the property as a business combination. The gain on remeasurement was calculated based on the difference between the carrying value and the fair value of the previously held equity interest.

operations should be presented as discontinued operations. No property disposals since adoption of this ASU qualify as discontinued operations, therefore prior period amounts were not reclassified for property sales since adoption.

⁽³⁾ See Item 1, Defined Terms, for the definition of NAREIT FFO and Core FFO and Item 7, Supplemental Earnings Information, for a reconciliation to the nearest GAAP measure.

⁽⁴⁾ See Exhibit 12.1 for additional information regarding the computations of ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preference dividends.

Operating Partnership



	2015			2014			2013		2012		2011
Operating data:
Revenues	$	569,763		537,898			489,007		473,929		470,449
Operating expenses	365,098			353,348			324,687		307,493		303,976
Total other expense (income)	110,236			83,046		⁽¹⁾	111,741		131,240		136,317
Income from operations before equity in income of investments in real estate partnerships	94,429			101,504			52,579		35,196		30,156
Equity in income of investments in real estate partnerships	22,508			31,270			31,718		23,807		9,643
Income tax (benefit) expense of taxable REIT subsidiary	—			(996	)		—		13,224		2,994
Income from continuing operations	116,937			133,770			84,297		45,779		36,805
Income (loss) from discontinued operations ⁽²⁾	—			—			65,285		(21,728	)	16,579
Gain on sale of real estate	35,606			55,077			1,703		2,158		2,404
Net income	152,543			188,847			151,285		26,209		55,788
Income attributable to noncontrolling interests	(2,247		)	(1,138	)		(1,205	)	(865	)	(590	)
Net income attributable to the Partnership	150,296			187,709			150,080		25,344		55,198
Preferred unit distributions	(21,062		)	(21,062	)		(21,062	)	(31,902	)	(23,400	)
Net income (loss) attributable to common unit holders	$	129,234		166,647			129,018		(6,558	)	31,798

NAREIT FFO ⁽³⁾	276,515			269,149			240,621		222,100		220,318
Core FFO ⁽³⁾	288,872			261,506			241,619		230,937		213,148
Income per common unit - diluted (note 15):
Continuing operations	$	1.36		1.80			0.69		0.16		0.16
Discontinued operations ⁽²⁾	—			—			0.71		(0.24	)	0.19
Net income (loss) attributable to common unit holders	$	1.36		1.80			1.40		(0.08	)	0.35

Other information:
Net cash provided by operating activities	$	275,637		277,742			250,731		257,215		217,633
Net cash used in investing activities	(139,346		)	(210,290	)		(9,817	)	3,623		(77,723	)
Net cash used in financing activities	(213,211		)	(34,360	)		(182,579	)	(249,891	)	(145,569	)
Distributions paid on common units	181,691			172,900			168,095		164,747		160,479
Ratio of earnings to fixed charges ⁽⁴⁾	2.5			2.6			1.8		1.6		1.5
Ratio of combined fixed charges and preference dividends to earnings ⁽⁴⁾	2.1			2.2			1.5		1.4		1.3

Balance sheet data:
Real estate investments before accumulated depreciation	$	4,852,106		4,743,053			4,385,380		4,352,839		4,488,794
Total assets	4,191,074			4,197,170			3,913,516		3,853,458		3,987,071
Total debt	1,872,478			2,021,357			1,854,697		1,941,891		1,982,440
Total liabilities	2,108,454			2,260,688			2,052,382		2,107,547		2,117,417
Total partners’ capital	2,052,134			1,904,678			1,841,928		1,729,612		1,856,550
Total noncontrolling interests	30,486			31,804			19,206		16,299		13,104

⁽¹⁾ During the year ended December 31, 2014, the Company recognized a gain on remeasurement of investment in real estate partnership of $18.3 million, which is included in Total other expense (income) and Income from operations, upon the acquisition of the remaining 50% interest in a single operating property, resulting in consolidation of the property as a business combination. The gain on remeasurement was calculated based on the difference between the carrying value and the fair value of the previously held equity interest.

⁽²⁾On January 1, 2014, the Company prospectively adopted Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the requirements for reporting discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. No property disposals since adoption of this ASU qualify as discontinued operations, therefore prior period amounts were not reclassified for property sales since adoption.

⁽³⁾See Item 1, Defined Terms, for the definition of NAREIT FFO and Core FFO and Item 7, Supplemental Earnings Information, for a reconciliation to the nearest GAAP measure.

⁽⁴⁾ See Exhibit 12.1 for additional information regarding the computations of ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preference dividends.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executing on our Strategy

During 2015, we executed on our strategic objectives to further solidify Regency’s position as a leader among shopping center REITs:

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

We earn revenues and generate cash flow by leasing space in our shopping centers to grocery stores, major retail anchors, restaurants, side-shop retailers, and service providers, as well as ground leasing or selling out-parcels to these same types of tenants. We experience growth in revenues by increasing occupancy and rental rates in our existing shopping centers, by acquiring and developing new shopping centers, and by redeveloping shopping centers within our portfolio. Noteworthy milestones and achievements during 2015 include:


•	We achieved pro-rata same property NOI growth, excluding termination fees, of 4.4% in 2015, marking four consecutive years of 4% growth.


•	We maintained our pro-rata same property percent leased at 95.8% at December 31, 2015 and 2014.


•	We grew rental rates 9.6% on comparable spaces for new and renewal leases.


•	We cost effectively invested in the acquisition of one operating property and funded the purchase with $50 million from the sale of a center with a similar cap rate but a lower growth opportunity and greater anchor risk.

Develop new, high quality shopping centers and redevelop existing centers at attractive returns on investment from a disciplined development program.

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


•	During 2015, we started $116.7 million of development and redevelopment projects with a weighted average estimated yield of 7.5%.


•	As of December 31, 2015, we have seven ground-up developments in process, with total expected net development costs of $163.9 million with projected return on capital of 7.7%, and are currently 83% leased. We also have thirteen redevelopments of existing centers in process with total expected net redevelopment costs of $81.8 million and incremental yields ranging from 7.0% - 10.0%.

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

We fund acquisitions and development activities from various capital sources including operating cash flow, property sales through a disciplined match-funding strategy of selling low growth assets, equity offerings, new debt financing, and capital from our co-investment partners.


•	We managed our balance sheet to improve our debt maturity profile by refinancing and reducing our unsecured borrowings, thereby leveling our maturities to better withstand downturns in the financial markets and efficiently fund investments.


•	We cost effectively sold $193.6 million in common stock through our forward equity offering in January. Net proceeds of $186.2 million were received in November upon settlement and used a portion to improve our debt maturity profile. In addition, we issued 189,200 shares through our ATM program resulting in net proceeds of $12.7 million.


•	At December 31, 2015, our net debt-to-core EBITDA ratio was 5.2x versus 5.7x at December 31, 2014. We had $36.9 million of cash and no outstanding balance on our $800.0 million line of credit.


•	We executed on our succession plan with our bench of proven and experienced executives with the promotion of Lisa Palmer to President, in addition to her existing role of Chief Financial Officer. Additionally, we promoted two Managing Directors to Executive Vice President of Operations and of Development, respectively.


•	We worked to increase employee engagement through a variety of employee-related initiatives.


•	We developed critical information platforms that provide value added decision making capabilities.

Leasing Activity and Significant Tenants

We believe our high-quality, grocery anchored shopping centers located in densely populated, desirable infill trade areas create attractive spaces for retail tenants. Improvements in the economy, combined with historically low levels of new supply and robust tenant demand, allow us to focus on merchandising of our centers to ensure the right mix of operators and unique retailers, which draws more retail customers to our centers.

Pro-rata Occupancy

For the purpose of the following disclosures of occupancy and leasing activity, anchor space is considered space greater than or equal to 10,000 SF and shop space is less than 10,000 SF. The following table summarizes pro-rata occupancy rates of our combined Consolidated and Unconsolidated shopping center portfolio:



	December 31, 2015	December 31, 2014
% Leased – Operating	95.9%	95.9%
Anchor space	98.5%	98.8%
Shop space	91.7%	91.2%

The percent leased in our operating portfolio remained constant in 2015. During the fourth quarter of 2015, we successfully recaptured two anchor spaces, giving us control over the future tenant mix at these centers and the ability to improve rents. Our shop space experienced pro-rata occupancy gains of 50 basis points driven primarily by new leasing and lower than historical move-out rates.

Pro-rata Leasing Activity

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



Year ended December 31, 2015
	Leasing Transactions ⁽¹⁾	Square Feet ("SF") (in thousands)	Base Rent PSF ⁽²⁾		Tenant Improvements PSF ⁽²⁾		Leasing Commissions PSF ⁽²⁾
New leases
Anchor space	15	295	$	13.81	$	5.28	$	5.14
Shop space	445	724	$	30.67	$	10.35	$	13.53
Total New Leases	460	1,019	$	25.79	$	8.88	$	11.10
Renewals
Anchor space	48	972	$	11.96	$	0.01	$	1.08
Shop space	950	1,497	$	30.33	$	0.64	$	3.92
Total Renewal Leases ⁽¹⁾	998	2,469	$	23.10	$	0.40	$	2.80
Total Leases	1,458	3,488	$	23.88	$	2.87	$	5.23



Year ended December 31, 2014
	Leasing Transactions ⁽¹⁾	SF (in thousands)	Base Rent PSF ⁽²⁾		Tenant Improvements PSF ⁽²⁾		Leasing Commissions PSF ⁽²⁾
New leases
Anchor space	28	793	$	14.49	$	5.54	$	4.62
Shop space	477	828	$	29.24	$	8.76	$	13.72
Total New Leases	505	1,621	$	22.02	$	7.19	$	9.27
Renewals
Anchor space	59	1,173	$	11.80	$	0.20	$	1.07
Shop space	854	1,281	$	28.80	$	0.76	$	3.61
Total Renewal Leases ⁽¹⁾	913	2,454	$	20.67	$	0.49	$	2.39
Total Leases	1,418	4,075	$	21.21	$	3.16	$	5.13

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

(2) Totals for base rent, tenant improvements, and leasing commissions reflect the weighted average per square foot ("PSF").

Overall, leasing activity continues to be strong. In the shop space category for both new leases and renewals, base rent PSF continued to increase on leases executed in 2015. In the anchor category, base rent PSF on new leases decreased slightly due to the geographic location of anchor deals in 2015 as compared to 2014.

Significant Tenants and Concentrations of Risk

We seek to reduce our operating and leasing risks through geographic diversification and by avoiding dependence on any single property, market, or tenant. The following table summarizes our three most significant tenants, each of which is a grocery tenant, occupying our shopping centers:



	December 31, 2015
Grocery Anchor	Number of Stores ⁽¹⁾	Percentage of Company Owned GLA ⁽²⁾	Percentage of Annualized Base Rent ⁽²⁾
Kroger	58	8.8%	4.7%
Publix	46	6.5%	3.7%
Albertsons/Safeway	49	4.8%	2.9%

⁽¹⁾ Includes stores owned by grocery anchors that are attached to our centers.

⁽²⁾ Includes our pro-rata share of Unconsolidated Properties and excludes those owned by anchors.

Bankruptcies

Although base rent is supported by long-term lease contracts, tenants who file bankruptcy may have the legal right to reject any or all of their leases and close related stores. In the event that a tenant with a significant number of leases in our shopping centers files bankruptcy and cancels its leases, we could experience a significant reduction in our revenues. We monitor the operating performance and rent collections of all tenants in our shopping centers, especially those tenants operating retail formats that are experiencing significant changes in competition, business practice, and store closings in other locations. We are not currently aware of the pending bankruptcy or announced store closings of any tenants in our shopping centers that would individually cause a material reduction in our revenues, and no tenant represents more than 5% of our annual base rent on a pro-rata basis.

Our management team devotes significant time to monitoring consumer preferences, shopping behaviors, and demographics to anticipate both challenges and opportunities in the changing retail industry that may affect our tenants. As a result of our findings, we may reduce new leasing, suspend leasing, or curtail the allowance for the construction of leasehold improvements within a certain retail category or to a specific retailer.

Results from Operations

Comparison of the years ended December 31, 2015 and 2014:

Our revenues increased as summarized in the following table:



(in thousands)	2015		2014	Change
Minimum rent	$	415,155	390,697	24,458
Percentage rent	3,750		3,488	262
Recoveries from tenants	116,120		108,434	7,686
Other income	9,175		11,184	(2,009	)
Management, transaction, and other fees	25,563		24,095	1,468
Total revenues	$	569,763	537,898	31,865

Minimum rent increased as follows:


•	$5.0 million increase due to the acquisitions of operating properties;


•	$9.8 million increase from operations beginning at development properties; and


•	$15.7 million increase in minimum rent from same properties, with $6.7 million relating to redevelopment properties, and $9.0 million relating to higher rental rates and rent paying occupancy growth;


•	reduced by $6.0 million from the sale of operating properties.

Recoveries from tenants represent reimbursements to us for tenants' pro-rata share of the operating, maintenance, and

real estate tax expenses that we incur to operate our shopping centers. Recoveries from tenants increased as follows:


•	$1.2 million increase due to the acquisition of operating properties;


•	$1.5 million increase from operations beginning at development properties; and,


•	$5.9 million increase from same properties associated with rent paying occupancy improvements and higher recoverable costs;


•	reduced by approximately $890,000 from the sale of operating properties.

Other income, which consists of incidental income earned at our centers, decreased primarily as a result of a higher level of settlement and lease termination income earned in 2014.

We earn fees, at market-based rates, for asset management, property management, leasing, acquisition, and financing services that we provided to our co-investment partnerships and third parties as follows:



(in thousands)	2015		2014	Change
Asset management fees	$	6,416	6,013	403
Property management fees	13,123		13,020	103
Leasing commissions and other fees	6,024		5,062	962
Total management, transaction, and other fees	$	25,563	24,095	1,468

Asset and property management fees increased due to higher property values and revenues in our co-investment partnerships. Leasing commissions and other fees increased during 2015 due to the higher average rents on leasing transactions.

Changes in our operating expenses are summarized in the following table:



(in thousands)	2015		2014	Change
Depreciation and amortization	$	146,829	147,791	(962	)
Operating and maintenance	82,978		77,788	5,190
General and administrative	65,600		60,242	5,358
Real estate taxes	61,855		59,031	2,824
Other operating expenses	7,836		8,496	(660	)
Total operating expenses	$	365,098	353,348	11,750

Depreciation and amortization decreased as follows:


•	$2.9 million decrease from the sale of operating properties;


•	$1.9 million increase primarily from operations beginning at development properties and acquisition of operating properties.

Operating and maintenance costs increased as follows:


•	$1.6 million increase from operations beginning at development properties;


•	$2.9 million increase at same properties primarily driven by increases in property management fees, landscaping, and parking lot maintenance costs;


•	$2.1 million increase relating to acquisition of operating properties;


•	reduced by $1.4 million from the sale of operating properties.

General and administrative expenses increased as follows:


•	$3.9 million of higher compensation costs, including $2.2 million associated with executive management changes at December 31, 2015;


•	$2.3 million of lower development overhead capitalization based on fewer new development and redevelopment projects started in 2015;


•	reduced by $1.1 million from the decrease in the value of participant obligations within the deferred compensation plan.

Real estate taxes increased as follows:


•	$690,000 increase from acquisition of operating properties;


•	$510,000 increase relating to operations beginning at development properties; and,


•	$2.0 million increase at same properties from increased tax assessments;


•	reduced by approximately $360,000 from the sale of operating properties.

The following table presents the components of other expense (income):



(in thousands)	2015			2014		Change
Interest expense, net
Interest on notes payable	$	98,485		104,938		(6,453	)
Interest on unsecured credit facilities	3,566			3,539		27
Capitalized interest	(6,739		)	(7,142	)	403
Hedge expense	8,900			9,366		(466	)
Interest income	(1,590		)	(1,210	)	(380	)
Interest expense, net	102,622			109,491		(6,869	)
Provision for impairment	—			1,257		(1,257	)
Early extinguishment of debt	8,239			18		8,221
Net investment (income) loss	(625		)	(9,449	)	8,824
Gain on remeasurement of investment in real estate partnership	—			(18,271	)	18,271
Total other expense (income)	$	110,236		83,046		27,190

The $6.9 million decrease in interest expense, net is mainly due to lower interest rates from refinancing our long-term debt during 2014 and 2015 and lower outstanding balances on notes payable.

We did not recognize impairment losses during 2015. During the year ended December 31, 2014, we recognized a $1.1 million loss on the disposal of one operating property and one land parcel and a $175,000 impairment on two parcels of land held.

During November 2015, we incurred an $8.2 million charge from a make-whole premium on our $100.0 million early redemption of the $400.0 million outstanding 5.875% senior unsecured notes that are due in 2017.

Net investment income decreased $8.8 million, largely driven by an $8.1 million gain realized on the sale of available-for-sale securities in 2014 and a $1.1 million decrease in the fair value of plan assets in the non-qualified deferred compensation plan during 2015, which is consistent with the change in plan liabilities included in general and administrative expenses above.

During the year ended December 31, 2014, we acquired the remaining 50% interest and gained control of a previously unconsolidated investment in a real estate partnership that owns a single operating property. As the operating property constitutes a business, acquisition of control was accounted for as a step acquisition, and the net assets acquired were recognized at fair value. The gain of $18.3 million was recognized as the difference between the fair value and carrying value of the Company's previously held equity interest, using an income approach to measure fair value.

Our equity in income of investments in real estate partnerships increased (decreased) as follows:



(in thousands)	Regency's Ownership	2015			2014	Change
GRI - Regency, LLC (GRIR)	40.00%	$	18,148		13,727	4,421
Columbia Regency Retail Partners, LLC (Columbia I)	20.00%	(278		)	1,431	(1,709	)
Columbia Regency Partners II, LLC (Columbia II)	20.00%	755			233	522
Cameron Village, LLC (Cameron)	30.00%	643			1,008	(365	)
RegCal, LLC (RegCal)	25.00%	576			966	(390	)
US Regency Retail I, LLC (USAA)	20.01%	807			567	240
Other investments in real estate partnerships	50.00%	1,857			13,338	(11,481	)
Total equity in income of investments in real estate partnerships		$	22,508		31,270	(8,762	)

The $8.8 million net decrease is largely attributed to:

GRIR: $4.4 million increase driven by:


•	$1.3 million increase in base rent from occupancy and rental rate growth,


•	$1.8 million decrease in depreciation due to higher depreciation expense in 2014 relating to redevelopment activity,


•	Reduced interest expense roughly $800,000 by paying off or refinancing property debt at better rates in 2014 and 2015.

Columbia I: $1.8 million decrease from impairment loss upon the sale of one operating property during 2015;

Columbia II: $424,000 increase due to impairment losses recognized upon the sale of two properties during 2014; and

Other investments in real estate partnerships: $11.4 million decrease within our other investment partnerships driven by the $10.9 million gains on the sale of two land parcels and two operating properties during 2014.

The following represents the remaining components that comprise net income attributable to the common stockholders and unit holders:



(in thousands)	2015			2014		Change
Income from continuing operations before tax	$	116,937		132,774		(15,837	)
Income tax (benefit) of taxable REIT subsidiary	—			(996	)	996
Gain on sale of real estate	35,606			55,077		(19,471	)
Income attributable to noncontrolling interests	(2,487		)	(1,457	)	(1,030	)
Preferred stock dividends	(21,062		)	(21,062	)	—
Net income attributable to common stockholders	$	128,994		166,328		(37,334	)
Net income attributable to exchangeable operating partnership units	240			319		(79	)
Net income attributable to common unit holders	$	129,234		166,647		(37,413	)

A $1.0 million tax benefit was recognized in 2014 upon the receipt of a state tax refund from amending our prior tax returns.

We recognized $35.6 million of gains on the sale of real estate, net of taxes, in 2015 attributable to the sale of five operating properties and two land parcels as compared to $55.1 million of gains on the sale of real estate, net of taxes, in 2014 attributable to the sale of eleven operating properties and six land parcels.

Income attributable to noncontrolling interests increased $1.0 million due to to the 2014 acquisition of a portfolio held within a consolidated partnership, coupled with new operating activity from a development beginning operations and a recent redevelopment completion within our consolidated partnerships.

Comparison of the years ended December 31, 2014 and 2013:

Our revenues increased as summarized in the following table:



(in thousands)	2014		2013	Change
Minimum rent	$	390,697	353,833	36,864
Percentage rent	3,488		3,583	(95	)
Recoveries from tenants	108,434		95,902	12,532
Other income	11,184		10,592	592
Management, transaction, and other fees	24,095		25,097	(1,002	)
Total revenues	$	537,898	489,007	48,891

Minimum rent increased as follows:


•	$16.8 million increase due to the acquisitions of operating properties;


•	$12.3 million increase from operations beginning at development properties; and


•	$9.9 million increase in minimum rent from same properties, with $4.4 million relating to redevelopment properties, and $5.5 million relating to higher rental rates and rent paying occupancy growth;


•	reduced by a $2.2 million decrease from the sale of operating properties.

Recoveries from tenants represent reimbursements to us for tenants' pro-rata share of the operating, maintenance, and

real estate tax expenses that we incur to operate our shopping centers. Recoveries from tenants increased as follows:


•	$3.8 million increase due to the acquisition of operating properties;


•	$3.5 million increase from operations beginning at development properties during 2014 and 2013; and,


•	$6.2 million increase in recoveries at same properties, which was driven by an increase in occupancy and recoverable costs;


•	reduced by $1.0 million decrease from the sale of operating properties.

Other income, which consists of incidental income earned at our centers, increased primarily as a result of settlement and lease termination fee income earned in 2014.



(in thousands)	2014		2013	Change
Asset management fees	$	6,013	6,205	(192	)
Property management fees	13,020		13,692	(672	)
Leasing commissions and other fees	5,062		5,200	(138	)
Total management, transaction, and other fees	$	24,095	25,097	(1,002	)

Asset and property management fees decreased due to the liquidation of one unconsolidated real estate partnership consisting of nine properties during the third quarter of 2013.

Changes in our operating expenses are summarized in the following table:



(in thousands)	2014		2013	Change
Depreciation and amortization	$	147,791	130,630	17,161
Operating and maintenance	77,788		71,018	6,770
General and administrative	60,242		61,234	(992	)
Real estate taxes	59,031		53,726	5,305
Other operating expenses	8,496		8,079	417
Total operating expenses	$	353,348	324,687	28,661

Depreciation and amortization increased as follows:


•	$9.9 million increase from the acquisition of operating properties;


•	$5.5 million increase from operations beginning at development properties; and,


•	$2.6 million increase at same properties, attributable to redevelopments and recent capital improvements being depreciated;


•	reduced by $800,000 from the sale of operating properties.

Operating and maintenance costs increased as follows:


•	$2.6 million increase from operations beginning at development properties;


•	$2.4 million increase at same properties, attributable to an increase in snow removal costs; and,


•	$2.0 million increase relating to the acquisition of operating properties;


•	reduced by approximately $200,000 from the sale of operating properties.

General and administrative expenses decreased approximately $1.0 million largely due to greater capitalization of development overhead costs by $4.4 million, stemming from higher volume of development projects, offset by an increase of $4.6 million of higher incentive compensation expense during 2014. Additionally, changes in participant obligations within the deferred compensation plan resulted in a $1.9 million decrease in expense.

Real estate taxes increased as follows:


•	$2.6 million increase from the acquisition of operating properties;


•	$1.6 million increase relating to operations beginning at development properties; and,


•	$1.4 million increase at same properties from increased tax assessments;


•	reduced by approximately $300,000 from the sale of operating properties.

The following table presents the components of other expense (income):



(in thousands)	2014			2013		Change
Interest expense, net
Interest on notes payable	104,938			103,143		1,795
Interest on unsecured credit facilities	3,539			3,937		(398	)
Capitalized interest	(7,142		)	(6,078	)	(1,064	)
Hedge expense	9,366			9,607		(241	)
Interest income	(1,210		)	(1,643	)	433
Interest expense, net	109,491			108,966		525
Provision for impairment	1,257			6,000		(4,743	)
Early extinguishment of debt	18			32		(14	)
Net investment (income) loss	(9,449		)	(3,257	)	(6,192	)
Gain on remeasurement of investment in real estate partnership	(18,271		)	—		(18,271	)
Total other expense (income)	$	83,046		111,741		(28,695	)

Our interest expense, net increased $525,000 mainly due to the $77.8 million of mortgage debt assumed with a portfolio acquisition in the first quarter of 2014, offset by additional capitalized interest on development projects.

During 2014, we recognized a $1.1 million of loss on the disposal of one operating property and one land parcel and a $175,000 impairment on two parcels of land held. During the year ended December 31, 2013, we recognized a $6.0 million impairment on a single operating property.

Net investment income increased $6.2 million, largely driven by an $8.1 million gain realized on the sale of available-for-sale securities offset by a $1.9 million decrease in net investment income from the deferred compensation plan relating to the change in the fair value of plan assets.

During 2014, we acquired the remaining 50% interest and gained control of a previously unconsolidated investment in a real estate partnership that owns a single operating property. As the operating property constitutes a business, acquisition of control was accounted for as a step acquisition, and the net assets acquired were recognized at fair value. The gain of $18.3 million was recognized as the difference between the fair value and carrying value of the Company's previously held equity interest, using an income approach to measure fair value.

Our equity in income of investments in real estate partnerships (decreased) increased as follows:



(in thousands)	Regency's Ownership	2014		2013	Change
GRI - Regency, LLC (GRIR)	40.00%	$	13,727	12,789	938
Macquarie CountryWide-Regency III, LLC (MCWR III) ⁽¹⁾	—%	—		53	(53	)
Columbia Regency Retail Partners, LLC (Columbia I)	20.00%	1,431		1,727	(296	)
Columbia Regency Partners II, LLC (Columbia II)	20.00%	233		1,274	(1,041	)
Cameron Village, LLC (Cameron)	30.00%	1,008		662	346
RegCal, LLC (RegCal)	25.00%	966		332	634
Regency Retail Partners, LP (the Fund) ⁽²⁾	20.00%	27		7,749	(7,722	)
US Regency Retail I, LLC (USAA)	20.01%	567		487	80
BRE Throne Holdings, LLC (BRET) ⁽³⁾	—%	—		4,499	(4,499	)
Other investments in real estate partnerships	50.00%	13,311		2,146	11,165
Total equity in income of investments in real estate partnerships		$	31,270	31,718	(448	)
⁽¹⁾ As of December 31, 2012, our ownership interest in MCWR III was 24.95%. The liquidation of MCWR III was complete effective March 20, 2013.
⁽²⁾ On August 13, 2013, the Fund sold 100% of its interest in its entire portfolio of shopping centers to a third party. The Fund will be dissolved following the final distribution of proceeds in 2014.
⁽³⁾ On October 23, 2013, the Company sold 100% of its interest in the BRET unconsolidated real estate partnership and received a capital distribution of $47.5 million, its share of the undistributed income of the partnership, and a redemption premium. Regency no longer has any interest in the BRET partnership.

The decrease in our equity in income of investments in real estate partnerships is principally due to the following:


•	GRIR: $947,000 increase from gain on one operating property disposal in 2014;


•	Columbia II: $1.0 million decrease due to $424,000 of impairment losses recognized upon sale of two properties in 2014 compared to $830,000 of gains recognized in 2013 on the sale of four operating properties and one land parcel;


•	RegCal: $654,000 gain on one operating property disposal in 2014;


•	The Fund: All operating properties were sold in August 2013 for gains of $7.4 million. The only activity in 2014 was collection of remaining receivables and the final distribution;


•	BRET: $4.5 million decrease from liquidating our ownership interest in October 2013; and,


•	Other investments in real estate partnerships: $11.2 million increase driven by 2014 gains of $10.9 million on the sale of two land parcels and two operating properties.

The following represents the remaining components that comprise net income attributable to the common stockholders and unit holders:



(in thousands)	2014			2013		Change
Income from continuing operations before tax	$	132,774		84,297		48,477
Income tax (benefit) of taxable REIT subsidiary	(996		)	—		(996	)
Discontinued operations
Gain on sale of operating properties, net of tax	—			57,953		(57,953	)
Operating income	—			7,332		(7,332	)
(Loss) income from discontinued operations	—			65,285		(65,285	)
Gain on sale of real estate	55,077			1,703		53,374
Income attributable to noncontrolling interests	(1,457		)	(1,481	)	24
Preferred stock dividends	(21,062		)	(21,062	)	—
Net income attributable to common stockholders	$	166,328		128,742		37,586
Net income attributable to exchangeable operating partnership units	319			276		43
Net income attributable to common unit holders	$	166,647		129,018		37,629

A $1.0 million tax benefit was recognized in 2014 upon the receipt of a state tax refund from amending our prior tax returns. We recognized $55.1 million of gains on sale of real estate, net of taxes, in 2014 attributable to the sale of eleven operating properties and six land parcels.

We recognized a gain on sale of real estate of $55.1 million during 2014 from the sale of eleven operating properties compared to $58.0 million during 2013 from the sale of twelve operating properties.

Supplemental Earnings Information

We use certain non-GAAP performance measures, in addition to the required GAAP presentations, as we believe these measures are beneficial to us in improving the understanding of the Company's operational results among the investing public. We believe such measures make comparisons of other REITs' operating results to the Company's more meaningful. We continually evaluate the usefulness, relevance, and calculation of our reported non-GAAP performance measures to determine how best to provide relevant information to the public, and thus such reported measures could change.

Pro-Rata Same Property NOI:

Our pro-rata same property NOI grew 4.1% from the following major components:



(in thousands)	2015		2014	Change
Base rent	$	468,085	451,031	17,054
Percentage rent	5,066		4,885	181
Recovery revenue	136,928		130,922	6,006
Other income	7,644		8,985	(1,341	)
Operating expenses	169,047		164,656	4,391
Pro-rata same property NOI ⁽¹⁾	$	448,676	431,167	17,509

⁽¹⁾ See the end of the Supplemental Earnings Information section for a reconciliation to the nearest GAAP measure.

Pro-rata same property base rent increased $17.1 million, driven by $5.8 million increase in contractual rent steps and $11.2 million increase in rental rate growth and changes in occupancy.

Pro-rata same property recovery revenue increased $6.0 million due to improvements in rent paying occupancy and increases in recoverable costs.

Pro-rata same property other income decreased $1.3 million during 2015 as a result of a large settlement fee earned in 2014.

Pro-rata same property operating expenses increased $4.4 million primarily associated with increased real estate taxes, property management fees, cleaning, and landscaping costs.

Same Property Rollforward:

Our same property pool includes the following property count, pro-rata GLA, and changes therein:



	2015				2014
(GLA in thousands)	Property Count		GLA		Property Count		GLA
Beginning same property count	298		25,526		304		25,109
Acquired properties owned for entirety of comparable periods	4		427		6		560
Developments that reached completion by beginning of earliest comparable period presented	3		790		5		360
Disposed properties	(5	)	(260	)	(17	)	(680	)
SF adjustments ⁽¹⁾	—		25		—		177
Ending same property count	300		26,508		298		25,526

⁽¹⁾ SF adjustments arise from remeasurements or redevelopments.

NAREIT FFO and Core FFO:

Our reconciliation of net income available to common shareholders to NAREIT FFO and Core FFO is as follows:



(in thousands, except share information)		2015		2014
Reconciliation of Net income to NAREIT FFO
Net income attributable to common stockholders	$	128,994		166,328
Adjustments to reconcile to NAREIT FFO:
Depreciation and amortization ⁽¹⁾		182,103		184,750
Provision for impairment ⁽²⁾		1,820		983
Gain on sale of operating properties, net of tax ⁽²⁾		(36,642	)	(64,960	)
Gain on remeasurement of investment in real estate partnership		—		(18,271	)
Exchangeable partnership units		240		319
NAREIT FFO attributable to common stockholders	$	276,515		269,149
Reconciliation of NAREIT FFO to Core FFO
NAREIT FFO	$	276,515		269,149
Adjustments to reconcile to Core FFO:
Development and acquisition pursuit costs ⁽²⁾⁽³⁾		2,409		2,598
Income tax		—		(996	)
Gain on sale of land ⁽²⁾		(73	)	(3,731	)
Provision for impairment to land ⁽²⁾		—		699
Interest rate swap ineffectiveness ⁽²⁾		5		30
Early extinguishment of debt ⁽²⁾		8,239		51
Change in executive management		2,193		—
Gain on sale of AmREIT stock, net of costs ⁽³⁾		—		(5,960	)
Dividends from investments		(416	)	(334	)
Core FFO attributable to common stockholders	$	288,872		261,506

⁽¹⁾ Includes Regency's pro-rata share of unconsolidated co-investment partnerships, net of pro-rata share attributable to noncontrolling interests.

⁽²⁾ Includes Regency's pro-rata share of unconsolidated co-investment partnerships.

⁽³⁾ 2014 development and acquisition pursuit costs exclude AmREIT, Inc. ("AmREIT") pursuit costs of $1.8 million, which are shown net with the gain on sale of AmREIT stock.

Reconciliation of Same Property NOI to Nearest GAAP Measure:

Our reconciliation of property revenues and property expenses to Same Property NOI, on a pro-rata basis, is as follows:



	2015					2014
(in thousands)	Same Property		Other ⁽¹⁾		Total	Same Property	Other ⁽¹⁾		Total
Income from continuing operations	$	233,580	(116,643	)	116,937	218,753	(85,979	)	132,774
Less:
Management, transaction, and other fees	—		25,563		25,563	—	24,095		24,095
Other ⁽²⁾	6,977		3,081		10,058	8,452	1,590		10,042
Plus:
Depreciation and amortization	129,837		16,992		146,829	130,962	16,829		147,791
General and administrative	—		65,600		65,600	—	60,242		60,242
Other operating expense, excluding provision for doubtful accounts	536		4,937		5,473	933	5,606		6,539
Other expense (income)	26,352		83,884		110,236	29,661	53,385		83,046
Equity in income (loss) of investments in real estate excluded from NOI ⁽³⁾	65,348		1,787		67,135	59,310	(1,439	)	57,871
Pro-rata NOI	$	448,676	27,913		476,589	431,167	22,959		454,126

⁽¹⁾Includes revenues and expenses attributable to non-same property, sold property, development property, and corporate activities.

⁽²⁾ Includes straight-line rental income, net of reserves, above and below market rent amortization, banking charges, and other fees.

⁽³⁾ Includes non-NOI expenses incurred at our unconsolidated real estate partnerships, including those separated out above for our consolidated properties.

Liquidity and Capital Resources

Our Parent Company has no capital commitments other than its guarantees of the commitments of our Operating Partnership. The Parent Company will from time to time access the capital markets for the purpose of issuing new equity and will simultaneously contribute all of the offering proceeds to the Operating Partnership in exchange for additional partnership units. All debt is issued by our Operating Partnership or by our co-investment partnerships. The following table represents the remaining available capacity under our at the market ("ATM") equity program and our unsecured credit facilities:



(in thousands)	December 31, 2015
ATM equity program (see note 12)
Total capacity	$	200,000
Remaining capacity	$	83,300

Line of Credit (the "Line") (see note 9)
Total capacity	$	800,000
Remaining capacity⁽¹⁾	$	794,100
Maturity ⁽²⁾	May 2019
⁽¹⁾Net of letters of credit.
⁽²⁾ The Company has the option to extend the maturity for two additional six-month periods.

The following table summarizes net cash flows related to operating, investing, and financing activities of the Company:



(in thousands)	2015			2014		Change
Net cash provided by operating activities	$	275,637		277,742		(2,105	)
Net cash used in investing activities	(139,346		)	(210,290	)	70,944
Net cash used in financing activities	(213,211		)	(34,360	)	(178,851	)
Net (decrease) increase in cash and cash equivalents	(76,920		)	33,092		(110,012	)
Total cash and cash equivalents	$	36,856		113,776		(76,920	)

Net cash provided by operating activities:

Net cash provided by operating activities increased by $2.1 million during 2015 as compared to 2014 due to:


•	$18.3 million increase in cash from operating income; and


•	$3.9 million increase in operating cash flow distributions from our unconsolidated real estate partnerships as several redevelopment projects were completed and began distributing cash flows; reduced by,


•	$12.3 million net decrease in cash due to timing of cash receipts and payments related to operating activities; and


•	$11.9 million decrease in cash from payments to settle our treasury hedges in connection with our bond issuances. During 2015 we paid $7.3 million as compared to receiving $4.6 million in 2014 because of changes in the underlying ten year treasury rates.

We operate our business such that we expect net cash provided by operating activities will provide the necessary funds to pay our distributions to our common and preferred stock and unit holders, which were $202.8 million and $194.0 million for the years ended December 31, 2015 and 2014, respectively. Our dividend distribution policy is set by our Board of Directors who monitors our financial position. Our Board of Directors recently declared our common stock quarterly dividend of $0.500 per share, payable on March 3, 2016. Future dividends will be declared at the discretion of our Board of Directors and will be subject to capital requirements and availability. We plan to continue paying an aggregate amount of distributions to our stock and unit holders that, at a minimum, meet the requirements to continue qualifying as a REIT for federal income tax purposes.

Net cash used in investing activities:

Net cash used in investing activities decreased by $70.9 million primarily due to a decrease in shopping center acquisitions and development expenditures during 2015:



(in thousands)	2015			2014		Change
Cash flows from investing activities:
Acquisition of operating real estate	$	(42,983	)	(112,120	)	69,137
Advance deposits on acquisition of operating real estate	(2,250		)	—		(2,250	)
Real estate development and capital improvements	(205,103		)	(238,237	)	33,134
Proceeds from sale of real estate investments	108,822			118,787		(9,965	)
Collection of notes receivable	1,719			—		1,719
Investments in real estate partnerships	(20,054		)	(23,577	)	3,523
Distributions received from investments in real estate partnerships	23,801			37,152		(13,351	)
Dividends on investments	243			243		—
Acquisition of securities	(31,941		)	(23,760	)	(8,181	)
Proceeds from sale of securities	28,400			31,222		(2,822	)
Net cash used in investing activities	$	(139,346	)	(210,290	)	70,944

Significant investing and divesting activities included:


•	We acquired one shopping center in 2015, compared to four during 2014.


•	We received proceeds of $108.8 million from the sale of five shopping centers and two out-parcels in 2015, compared to $118.8 million for eleven shopping centers and six out-parcels in 2015.


•	We invested $20.1 million in our unconsolidated partnerships during 2015 to fund our share of maturing mortgage debt and redevelopment activities. In 2014, we invested $23.6 million to acquire an operating property and to fund redevelopment activity.

•

Distributions from our unconsolidated partnerships include return of capital from sales or financing proceeds. The $23.8 million received in 2015 includes $12.8 million of proceeds from the sale of one shopping center with a co-investment partner and $11.0 million of financing proceeds. Distributions in 2014 were from real estate sales proceeds of $32.1 million and $5.1 million from refinancing a loan.

•

Acquisition of securities and proceeds from sale of securities include investments in equity and debt securities. During 2015, we invested $7.9 million of funds held in our captive insurance subsidiary in available-for-sale marketable securities. Our insurance subsidiary is required to maintain statutory minimum capital and surplus, and therefore, our access to these securities may be limited. In 2014, we paid $14.3 million for the acquisition of AmREIT common stock, and received $22.1 million in proceeds upon the subsequent sale. The remaining activity, during both 2015 and 2014, primarily relating to our deferred compensation plan.

We plan to continue developing and redeveloping shopping centers for long-term investment purposes. We deployed capital of $205.1 million for the development, redevelopment, and improvement of our real estate properties as comprised of the following:



(in thousands)	2015		2014	Change
Capital expenditures:
Land acquisitions for development / redevelopment	$	5,135	34,650	(29,515	)
Building and tenant improvements	30,103		35,759	(5,656	)
Redevelopment costs	50,933		48,853	2,080
Development costs	100,111		98,367	1,744
Capitalized interest	6,740		7,141	(401	)
Capitalized direct compensation	12,081		13,467	(1,386	)
Real estate development and capital improvements	$	205,103	238,237	(33,134	)


•	During 2015 we acquired two land parcels for new development projects as compared to six in 2014.


•	Building and tenant improvements decreased $5.7 million during the year ended December 31, 2015 primarily related to timing of capital projects.


•	Redevelopment expenditures were higher during 2015 due to the timing, magnitude, and number of projects

currently in process. We intend to continuously improve our portfolio of shopping centers through

redevelopment which can include adjacent land acquisition, existing building expansion, new out-parcel

building construction, and tenant improvement costs. The size and scope of each redevelopment project

varies with each redevelopment plan.


•	The $1.7 million increase in our development project expenditures was due to the size of and progress on developments. See the table below for a detail of current and recently completed development projects.

•

Capitalized direct compensation represents overhead costs of our development and construction team directly related to the development projects, with the majority of capitalizable direct compensation costs incurred at or near inception of a development project. The decreased number and size of projects starting in 2015 as compared to 2014 resulted in the decrease in capitalized compensation costs. During 2015 we started $106.1 million of development and redevelopment projects as compared to $213.7 million in 2014.

We have a staff of employees who directly support our development and redevelopment program. Internal compensation costs directly attributable to these activities are capitalized as part of each project as summarized in the table above. Changes in the level of future development and redevelopment activity could adversely impact results of operations by reducing the amount of internal costs for development and redevelopment projects that may be capitalized. A 10% reduction in development and redevelopment activity without a corresponding reduction in the compensation costs directly related to our development and redevelopment activities could result in an additional charge to net income of $1.4 million per year.

As of December 31, 2015 and 2014, we had seven development projects that were either under construction or in lease up. The following table summarizes our development projects:



December 31, 2015
(in thousands, except cost PSF)
Property Name	Location	Start Date	Estimated Net Development Costs ⁽¹⁾		% of Costs Incurred		GLA	Cost PSF GLA ⁽¹⁾			Estimated/Actual Anchor Opens
Brooklyn Station on Riverside	Jacksonville, FL	Q4-13	15,070		84	%	50	301			Oct-14
Willow Oaks Crossing	Concord, NC	Q2-14	13,777		95	%	69	200			Dec-15
CityLine Market	Richardson, TX	Q3-14	27,740		78	%	80	347			Apr-16
Belmont Shopping Center	Ashburn, VA	Q3-14	28,286		88	%	91	311			Aug-15
The Village at La Floresta	Brea, CA	Q4-14	33,116		83	%	87	381			Feb-16
CityLine Market Phase II	Richardson, TX	Q4-15	6,172		43	%	21	281			May-16
Northgate Marketplace Phase II	Medford, OR	Q4-15	39,690		12	%	179	222			Nov-16
			$	163,851	65	%	577	$	284	⁽²⁾

⁽¹⁾Includes leasing costs, and is net of tenant reimbursements.

⁽²⁾Amount represents a weighted average.

The following table summarizes our completed development projects:



December 31, 2015
(in thousands, except cost PSF)
Property Name	Location	Completion Date	Net Development Costs ⁽¹⁾		GLA	Cost PSF GLA ⁽¹⁾
Fountain Square	Miami, FL	6/30/2015	$	55,937	177	$	316
Persimmon Place	Dublin, CA	9/30/2015	59,976		153	392
Total			$	115,913	330	$	351

⁽¹⁾ Includes leasing costs, and is net of tenant reimbursements.

Net cash used in financing activities:

Net cash flows used in financing activities increased by $178.9 million during 2015 primarily from debt repayments, net of proceeds from debt and equity issuances, as follows:



(in thousands)	2015			2014		Change
Cash flows from financing activities:
Equity issuances	$	198,494		102,453		96,041
Stock and operating partnership unit redemptions	—			(300	)	300
(Distributions to) contributions from limited partners in consolidated partnerships, net	(5,341		)	(5,303	)	(38	)
Dividend payments	(202,753		)	(193,962	)	(8,791	)
Unsecured credit facilities, net	90,000			—		90,000
Debt issuance	238,435			258,378		(19,943	)
Debt repayment	(532,046		)	(195,626	)	(336,420	)
Other	—			—		—
Net cash used in financing activities	$	(213,211	)	(34,360	)	(178,851	)

Significant financing activities during the years ended December 31, 2015 and 2014 include:

•

During 2015, the Parent Company issued 2.9 million shares of common stock in an underwritten forward public equity offering that settled in November 2015 resulting in net proceeds of $185.8 million. Additionally, the Parent company issued 189,000 shares of common stock through its ATM program at an average price of $67.86 per share resulting in net proceeds of $12.7 million. During 2014, the Parent Company issued 1.7 million shares of common stock through our ATM program at an average price of $60.00 per share. The proceeds were used to repay debt and fund investment activities.


•	During 2015, we increased our dividend distribution rate on our common stock and operating partnership units.


•	During 2015, we borrowed $90.0 million on our Term Loan, with no such borrowings during 2014.


•	During both 2015 and 2014, we issued new $250.0 million fixed rate ten-year unsecured public debt, net of discount and issuance costs, and received proceeds of $4.3 million and $10 million from a non-recourse property mortgages during 2015 and 2014, respectively.

•

During 2015, we used $532.0 million to repay debt, including $350.0 million to repay our 5.25% fixed rate ten-year unsecured public debt that matured in August 2015, $100 million to redeem a portion of our 2017 unsecured public debt in November 2015, $76.2 million to repay three mortgages that matured in 2015, and $5.9 million for scheduled principal payments. During 2014, we used $195.6 million to repay debt, including $150.0 million to repay our 4.95% fixed-rate ten-year unsecured public debt that matured, $38.7 million to repay mortgages that matured in 2014, and $6.9 million for scheduled principal payments.

We endeavor to maintain a high percentage of unencumbered assets. As of December 31, 2015, 80.3% of our wholly-owned real estate assets were unencumbered. Such assets allow us to access the secured and unsecured debt markets and to maintain availability on the Line. Our coverage ratio, including our pro-rata share of our partnerships, was 2.8 and 2.5 times for the trailing four quarters ended December 31, 2015 and December 31, 2014, respectively. We define our coverage ratio as earnings before interest, taxes, investment transaction profits net of deal costs, depreciation and amortization (“Core EBITDA”)

divided by the sum of the gross interest and scheduled mortgage principal paid to our lenders plus dividends paid to our preferred stockholders.

Through the end of 2016, we estimate that we will require approximately $198.7 million of cash, including $126.2 million to complete in-process developments and redevelopments, $41.4 million to repay maturing debt, and $31.1 million to fund our pro-rata share of estimated capital contributions to our co-investment partnerships for repayment of debt. If we start new developments or redevelop additional shopping centers, our cash requirements will increase. If we refinance maturing debt, our cash requirements will decrease. To meet our cash requirements, we may utilize cash generated from operations, proceeds from the sale of real estate, available borrowings from our Line, and when the capital markets are favorable, proceeds from the sale of equity and the issuance of new long-term debt.

We continuously monitor the capital markets and evaluate our ability to issue new debt, to repay maturing debt or fund

our commitments. Based upon the current capital markets, our current credit ratings, and the number of high quality,

unencumbered properties that we own which could collateralize borrowings, we currently expect that we will successfully issue

new secured or unsecured debt to fund our obligations, as needed.

We have $300.0 million of fixed rate, unsecured debt maturing June 15, 2017. We expect to issue new fixed rate unsecured debt in 2017. In order to mitigate the risk of interest rate volatility, we previously entered into $220.0 million of forward starting interest rate swaps to partially hedge the new long-term debt issued in 2017. These interest rate swaps lock in the 10-year treasury rate and swap spread at a weighted average fixed rate of 3.48%, respectively. A current market based credit spread applicable to Regency will be added to the locked in fixed rate at time of issuance that will determine the final bond yield. We will cash settle these forward starting interest rate swaps when we issue the new debt. The actual cash settlement may differ from the current fair value of these interest rate swaps based on movements in interest rates.

Our Line, Term Loan, and unsecured loans require that we remain in compliance with various covenants, which are

described in Note 9 to the Consolidated Financial Statements. We are in compliance with these covenants at December 31, 2015 and expect to remain in compliance.

Contractual Obligations

We have debt obligations related to our mortgage loans, unsecured notes, unsecured credit facilities and interest rate swap obligations as described further below and in Note 9 and Note 10 to the Consolidated Financial Statements. We have shopping centers that are subject to non-cancelable long-term ground leases where a third party owns and has leased the underlying land to us to construct and/or operate a shopping center. In addition, we have non-cancelable operating leases pertaining to office space from which we conduct our business.

The following table of Contractual Obligations summarizes our debt maturities, including our pro-rata share of obligations within co-investment partnerships as of December 31, 2015, and excludes the following:


•	Recorded debt premiums or discounts that are not obligations;


•	Obligations related to construction or development contracts, since payments are only due upon satisfactory performance under the contracts;


•	Letters of credit of $5.9 million issued to cover performance obligations on certain development projects, which will be satisfied upon completion of the development projects; and


•	Obligations for retirement savings plans due to uncertainty around timing of participant withdrawals, which are solely within the control of the participant, and are further discussed in Note 14 to the Consolidated Financial Statements.



	Payments Due by Period
(in thousands)	2016			2017		2018	2019	2020	Beyond 5 Years	Total
Notes payable:
Regency ⁽¹⁾	$	135,616		497,180		122,626	329,140	280,824	909,264	$	2,274,650
Regency's share of joint ventures ^{(1) (2)}	59,278			44,641		46,087	39,511	101,004	329,155	619,676

Operating leases:
Regency	3,707			2,823		2,475	2,203	2,066	10,154	23,428

Subleases:
Regency	(123		)	(46	)	—	—	—	—	(169		)

Ground leases:
Regency	4,866			4,822		4,899	4,903	4,327	243,746	267,563
Regency's share of joint ventures	414			414		414	420	422	41,346	43,430

Total	$	203,758		549,834		176,501	376,177	388,643	1,533,665	$	3,228,578

⁽¹⁾ Includes interest payments.

⁽²⁾ We are obligated to contribute our pro-rata share to fund maturities if they are not refinanced. We believe that our 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, we would have the right, but not the obligation, to loan the defaulting partner the amount of its capital call.

Critical Accounting Estimates

Knowledge about our accounting policies is necessary for a complete understanding of our financial statements. The preparation of our financial statements requires that we make certain estimates that impact the balance of assets and liabilities as of a financial statement date and the reported amount of income and expenses during a financial reporting period. These accounting estimates are based upon, but not limited to, our judgments about historical and expected future results, current market conditions, and interpretation of industry accounting standards. They are considered to be critical because of their significance to the financial statements and the possibility that future events may differ from those judgments, or that the use of different assumptions could result in materially different estimates. We review these estimates on a periodic basis to ensure reasonableness; however, the amounts we may ultimately realize could differ from such estimates.

Accounts Receivable and Straight Line Rent

Minimum rent, percentage rent, and expense recoveries from tenants for common area maintenance costs, insurance and real estate taxes are the Company's principal source of revenue. As a result of generating this revenue, we will routinely have accounts receivable due from tenants. We are subject to tenant defaults and bankruptcies that may affect the collection of outstanding receivables. To address the collectability of these receivables, we analyze historical tenant collection rates, write-off experience, tenant credit-worthiness and current economic trends when evaluating the adequacy of our allowance for doubtful accounts and straight line rent reserve. Although we estimate uncollectible receivables and provide for them through charges against income, actual experience may differ from those estimates.

Real Estate Investments

Acquisition of Real Estate Investments

Upon acquisition of real estate operating properties, the Company estimates the fair value of acquired tangible assets (consisting of land, building, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above and below-market leases and in-place leases), assumed debt, and any noncontrolling interest in the acquiree at the date of acquisition, based on evaluation of information and estimates available at that date. Based on these estimates, the Company allocates the estimated fair value to the applicable assets and liabilities. Fair value is determined based on an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If, up to one year from the acquisition date, information regarding fair value of the assets acquired and liabilities assumed is received and estimates are refined, appropriate adjustments are made to the purchase price allocation on a retrospective basis. The Company expenses transaction costs associated with business combinations in the period incurred.

We strategically co-invest with partners to own, manage, acquire, develop and redevelop operating properties. We analyze our investments in real estate partnerships in order to determine whether the entity should be consolidated. If it is determined that these investments do not require consolidation because the entities are not variable interest entities (“VIEs”), we are not considered the primary beneficiary of the entities determined to be VIEs, we do not have voting control, and/or the limited partners (or non-managing members) have substantive participatory rights, then the selection of the accounting method used to account for our investments in real estate partnerships is generally determined by our voting interests and the degree of influence we have over the entity. Management uses its judgment when making these determinations. We use the equity method of accounting for investments in real estate partnerships when we own 20% or more of the voting interests and have significant influence but do not have a controlling financial interest, or if we own less than 20% of the voting interests but have determined that we have significant influence. Under the equity method, we record our investments in and advances to these entities as investments in real estate partnerships in our consolidated balance sheets, and our proportionate share of earnings or losses earned by the joint venture is recognized in equity in income (loss) of investments in real estate partnerships in our consolidated statements of operations.

Development of Real Estate Assets and Cost Capitalization

We capitalize the acquisition of land, the construction of buildings, and other specifically identifiable development costs incurred by recording them in properties in development in our accompanying Consolidated Balance Sheets. Other specifically identifiable development costs include pre-development costs essential to the development process, as well as, interest, real estate taxes, and direct employee costs incurred during the development period. Once a development property is substantially complete and held available for occupancy, these indirect costs are no longer capitalized.

•

Pre-development costs are incurred prior to land acquisition during the due diligence phase and include contract deposits, legal, engineering, and other professional fees related to evaluating the feasibility of developing a shopping center. If we determine it is probable that a specific project undergoing due diligence will not be developed, we immediately expense all related capitalized pre-development costs not considered recoverable.

•

Interest costs are capitalized to each development project based on applying our weighted average borrowing rate to that portion of the actual development costs expended. We cease interest cost 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 we capitalize interest on the project beyond 12 months after the anchor opens for business. During the years ended December 31, 2015, 2014, and 2013, we capitalized interest of $6.7 million, $7.1 million, and $6.1 million, respectively, on our development projects.


•	Real estate taxes are capitalized to each development project over the same period as we capitalize interest.

•

We have a staff of employees who directly support our development program. All direct internal costs attributable to these development activities are capitalized as part of each development project. The capitalization of costs is directly related to the actual level of development activity occurring. During the years ended December 31, 2015, 2014, and 2013, we capitalized $13.8 million, $16.1 million, and $11.7 million, respectively, of direct internal costs incurred to support our development program.

Valuation of Real Estate Investments

We evaluate whether there are any indicators that have occurred, including property operating performance and general market conditions, that would result in us determining that the carrying value of our real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. If such indicators occur, 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 the resulting impairment, if any, could differ from the actual gain or loss recognized upon ultimate sale in an arm's length transaction. If 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. 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.

We evaluate our investments in real estate partnerships for impairment whenever there are indicators, including underlying property operating performance and general market conditions, that the value of our investments in real estate partnerships may be impaired. An investment in a real estate partnerships is considered impaired only if we determine that its fair value is less than the net carrying value of the investment in that real estate partnerships on an other-than-temporary basis. Cash flow projections for the investments consider property level factors, such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. We consider various qualitative factors to determine if a decrease in the value of our investment is other-than-temporary. These factors include the age of the real estate partnerships, our intent and ability to retain our investment in the entity, the financial condition and long-term prospects of the entity and relationships with our partners and banks. If we believe that the decline in the fair value of the investment is temporary, no impairment charge is recorded. If our analysis indicates that there is an other-than-temporary impairment related to the investment in a particular real estate partnership, the carrying value of the investment will be adjusted to an amount that reflects the estimated fair value of the investment.

The fair value of real estate investments 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 or the traditional discounted cash flow methods. 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 are subject to management judgment and changes in those factors could impact the determination of fair value. In estimating the fair value of undeveloped land, we generally use market data and comparable sales information.

Derivative Instruments

The Company utilizes financial derivative instruments to manage risks associated with changing interest rates. 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. For additional information on the Company’s use and accounting for derivatives, see Notes 1 and 10 to the Consolidated Financial Statements.

The Company assesses effectiveness of our cash flow hedges both at inception and on an ongoing basis. The effective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recorded in other comprehensive income which is included in accumulated other comprehensive loss on our consolidated balance sheet and our consolidated statement of equity. Our cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and LIBOR rate. If a cash flow hedge is deemed ineffective, the ineffective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recognized in earnings in the period affected.

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.

Recent Accounting Pronouncements

See Note 1 to Consolidated Financial Statements.

Environmental Matters

We are subject to numerous environmental laws and regulations as they apply to our shopping centers pertaining to chemicals used by the dry cleaning industry, the existence of asbestos in older shopping centers, and underground petroleum storage tanks. We believe that the tenants who currently operate dry cleaning plants or gas stations do so in accordance with current laws and regulations. Generally, we use all legal means to cause tenants to remove dry cleaning plants from our shopping centers or convert them to more environmentally friendly systems. Where available, we have applied and been accepted into state-sponsored environmental programs. We have a blanket environmental insurance policy for third-party liabilities and remediation costs on shopping centers that currently have no known environmental contamination. We have also placed environmental insurance, where possible, on specific properties with known contamination, in order to mitigate our environmental risk. We monitor the shopping centers containing environmental issues and in certain cases voluntarily remediate the sites. We also have legal obligations to remediate certain sites and we are in the process of doing so.

As of December 31, 2015 we had accrued liabilities of $9.1 million for our pro-rata share of environmental remediation. We believe that the ultimate disposition of currently known environmental matters will not have a material effect on our financial position, liquidity, or results of operations; however, we can give no assurance that existing environmental studies on our shopping centers have revealed all potential environmental liabilities; that any previous owner, occupant or tenant did not create any material environmental condition not known to us; 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 environmental liability to us.

Off-Balance Sheet Arrangements

We do not have off-balance sheet arrangements, financings, or other relationships with other unconsolidated entities (other than our unconsolidated investment partnerships) or other persons, also known as variable interest entities, not previously discussed. Our unconsolidated investment partnership properties have been financed with non-recourse loans. We have no guarantees related to these loans.

Inflation/Deflation

Inflation has been historically low and has had a minimal impact on the operating performance of our shopping centers; however, inflation may become a greater concern in the future. Substantially all of our long-term leases contain provisions designed to mitigate the adverse impact of inflation. Most of our leases require tenants to pay their pro-rata share of operating expenses, including common-area maintenance, real estate taxes, insurance and utilities, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. In addition, many of our leases are for terms of less than ten years, which permits us to seek increased rents upon re-rental at market rates. However, during deflationary periods or periods of economic weakness, minimum rents and percentage rents will decline as the supply of available retail space exceeds demand and consumer spending declines. Occupancy declines resulting from a weak economic period will also likely result in lower recovery rates of our operating expenses.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to two significant components of interest rate risk:

•

We have an $800.0 million Line commitment and a $165.0 million Term Loan commitment, as further described in Note 9 to the Consolidated Financial Statements. Our Line commitment has a variable interest rate that is based upon an annual rate of LIBOR plus 0.925 basis points and our Term Loan has a variable rate of LIBOR plus 0.975 basis points. Our Line is subject to a fee on the $800.0 million total capacity. LIBOR rates charged on our Line and Term Loan (collectively our "unsecured credit facilities") change monthly. The spread on the unsecured credit facilities is dependent upon maintaining specific credit ratings. If our credit ratings are downgraded, the spread on the unsecured credit facilities would increase, resulting in higher interest costs.

•

We are also exposed to changes in interest rates when we refinance our existing long-term fixed rate debt. The objective of our interest rate risk management program is to limit the impact of interest rate changes on earnings and cash flows. To achieve these objectives, we borrow primarily at fixed interest rates and may enter into derivative financial instruments such as interest rate swaps, caps, or treasury locks in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes. Our interest rate swaps are structured solely for the purpose of interest rate protection.

We have $300.0 million of fixed rate, unsecured debt maturing in June 2017. In order to mitigate the risk of interest rate volatility, we previously entered into $220.0 million of forward starting interest rate swaps to partially hedge the new debt expected to be issued in 2017. These interest rate swaps lock in the 10-year treasury rate and swap spread at a weighted average fixed rate of 3.48%. A current market based credit spread applicable to Regency will be added to the locked in fixed rate at time of issuance that will determine the final bond yield.

We continuously monitor the capital markets and evaluate our ability to issue new debt to repay maturing debt or fund our commitments. Based upon the current capital markets, our current credit ratings, our current capacity under our unsecured credit facilities, and the number of high quality, unencumbered properties that we own which could collateralize borrowings, we expect that we will be able to successfully issue new secured or unsecured debt to fund these debt obligations.

Our interest rate risk is monitored using a variety of techniques. The table below presents the principal cash flows, weighted average interest rates of remaining debt, and the fair value of total debt as of December 31, 2015 (dollars in thousands). The table is presented by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes. Although the average interest rate for variable rate debt is included in the table, those rates represent rates that existed as of December 31, 2015 and are subject to change on a monthly basis. Further, the table below incorporates only those exposures that exist as of December 31, 2015 and does not consider exposures or positions that could arise after that date. Since firm commitments are not presented, the table has limited predictive value. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at that time, and actual interest rates.



	2016			2017		2018		2019		2020		Thereafter		Total	Fair Value
Fixed rate debt	$	47,609		422,720		61,969		109,612		205,209		820,601		1,667,720	1,793,200
Average interest rate for all fixed rate debt ⁽¹⁾	5.20		%	4.94	%	4.87	%	4.57	%	4.25	%	4.25	%
Variable rate LIBOR debt	$	—		357		492		165,517		32,788		—		199,154	165,300
Average interest rate for all variable rate debt ⁽¹⁾	—		%	1.55	%	1.54	%	1.80	%	2.72	%	—	%

⁽¹⁾ Average interest rates at the end of each year presented.

Item 8. Consolidated Financial Statements and Supplementary Data

Regency Centers Corporation and Regency Centers, L.P.

Index to Financial Statements



Reports of Independent Registered Public Accounting Firm	57

Regency Centers Corporation:
Consolidated Balance Sheets as of December 31, 2015 and 2014	61
Consolidated Statements of Operations for the years ended December 31, 2015, 2014, and 2013	62
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014, and 2013	63
Consolidated Statements of Equity for the years ended December 31, 2015, 2014, and 2013	64
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014, and 2013	66

Regency Centers, L.P.:
Consolidated Balance Sheets as of December 31, 2015 and 2014	68
Consolidated Statements of Operations for the years ended December 31, 2015, 2014, and 2013	69
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014, and 2013	70
Consolidated Statements of Capital for the years ended December 31, 2015, 2014, and 2013	71
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014, and 2013	73

Notes to Consolidated Financial Statements	75

Financial Statement Schedule
Schedule III - Consolidated Real Estate and Accumulated Depreciation - December 31, 2015	111

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

The Board of Directors and Stockholders

Regency Centers Corporation:

We have audited the accompanying consolidated balance sheets of Regency Centers Corporation and subsidiaries (the Company) as of December 31, 2015 and 2014, and 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, 2015. In connection with our audits of the consolidated financial statements, we also have audited financial statement Schedule III. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Regency Centers Corporation and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Regency Centers Corporation's internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 18, 2016 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

/s/ KPMG LLP

February 18, 2016

Jacksonville, Florida

Certified Public Accountants

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Regency Centers Corporation:

We have audited Regency Centers Corporation's internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Regency Centers Corporation'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 conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 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.

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.

In our opinion, Regency Centers Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, 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), the consolidated balance sheets of Regency Centers Corporation and subsidiaries as of December 31, 2015 and 2014, and 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, 2015, and our report dated February 18, 2016 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

February 18, 2016

Jacksonville, Florida

Certified Public Accountants

Report of Independent Registered Public Accounting Firm

The Unit Holders of Regency Centers, L.P. and

the Board of Directors and Stockholders of

Regency Centers Corporation:

We have audited the accompanying consolidated balance sheets of Regency Centers, L.P. and subsidiaries (the Partnership) as of December 31, 2015 and 2014, and 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, 2015. In connection with our audits of the consolidated financial statements, we also have audited financial statement Schedule III. These consolidated financial statements and financial statement schedule are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Regency Centers, L.P. and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Regency Centers, L.P.'s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 18, 2016 expressed an unqualified opinion on the effectiveness of the Partnership's internal control over financial reporting.

/s/ KPMG LLP

February 18, 2016

Jacksonville, Florida

Certified Public Accountants

Report of Independent Registered Public Accounting Firm

The Unit Holders of Regency Centers, L.P. and

the Board of Directors and Stockholders of

Regency Centers Corporation:

We have audited Regency Centers, L.P.'s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Regency Centers, L.P.'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.

In our opinion, Regency Centers, L.P. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, 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), the consolidated balance sheets of Regency Centers, L.P. and subsidiaries as of December 31, 2015 and 2014, and 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, 2015, and our report dated February 18, 2016 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

February 18, 2016

Jacksonville, Florida

Certified Public Accountants

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

December 31, 2015 and 2014

(in thousands, except share data)



	2015			2014
Assets
Real estate investments at cost (notes 2 and 3):
Land	$	1,432,468		1,380,211
Buildings and improvements	2,896,396			2,790,137
Properties in development	217,036			239,538
	4,545,900			4,409,886
Less: accumulated depreciation	1,043,787			933,708
	3,502,113			3,476,178
Investments in real estate partnerships (note 4)	306,206			333,167
Net real estate investments	3,808,319			3,809,345
Cash and cash equivalents	36,856			113,776
Restricted cash	3,767			8,013
Accounts receivable, net of allowance for doubtful accounts of $5,295 and $4,523 at December 31, 2015 and 2014, respectively	32,292			30,999
Straight-line rent receivable, net of reserve of $1,365 and $652 at December 31, 2015 and 2014, respectively	63,392			55,768
Notes receivable (note 5)	10,480			12,132
Deferred costs, less accumulated amortization of $88,694 and $81,822 at December 31, 2015 and 2014, respectively	79,619			71,502
Acquired lease intangible assets, less accumulated amortization of $45,639 and $36,112 at December 31, 2015 and 2014, respectively (note 6)	105,380			52,365
Trading securities held in trust, at fair value (note 14)	29,093			28,134
Other assets	21,876			15,136
Total assets	$	4,191,074		4,197,170
Liabilities and Equity
Liabilities:
Notes payable (note 9)	$	1,707,478		1,946,357
Unsecured credit facilities (note 9)	165,000			75,000
Accounts payable and other liabilities	164,515			181,197
Acquired lease intangible liabilities, less accumulated accretion of $17,555 and $13,993 at December 31, 2015 and 2014, respectively (note 6)	42,034			32,143
Tenants’ security and escrow deposits and prepaid rent	29,427			25,991
Total liabilities	2,108,454			2,260,688
Commitments and contingencies (notes 16 and 17)	—			—
Equity:
Stockholders’ equity (notes 12 and 13):
Preferred stock, $0.01 par value per share, 30,000,000 shares authorized; 13,000,000 Series 6 and 7 shares issued and outstanding at December 31, 2015 and December 31, 2014, with liquidation preferences of $25 per share	325,000			325,000
Common stock $0.01 par value per share,150,000,000 shares authorized; 97,212,638 and 94,108,061 shares issued at December 31, 2015 and 2014, respectively	972			941
Treasury stock at cost, 417,862 and 425,246 shares held at December 31, 2015 and 2014, respectively	(19,658		)	(19,382	)
Additional paid in capital	2,742,508			2,540,153
Accumulated other comprehensive loss	(58,693		)	(57,748	)
Distributions in excess of net income	(936,020		)	(882,372	)
Total stockholders’ equity	2,054,109			1,906,592
Noncontrolling interests (note 12):
Exchangeable operating partnership units, aggregate redemption value of $10,502 and $9,833 at December 31, 2015 and 2014, respectively	(1,975		)	(1,914	)
Limited partners’ interests in consolidated partnerships	30,486			31,804
Total noncontrolling interests	28,511			29,890
Total equity	2,082,620			1,936,482
Total liabilities and equity	$	4,191,074		4,197,170

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Operations

For the years ended December 31, 2015, 2014, and 2013

(in thousands, except per share data)



	2015			2014		2013
Revenues:
Minimum rent	$	415,155		390,697		353,833
Percentage rent	3,750			3,488		3,583
Recoveries from tenants and other income	125,295			119,618		106,494
Management, transaction, and other fees	25,563			24,095		25,097
Total revenues	569,763			537,898		489,007
Operating expenses:
Depreciation and amortization	146,829			147,791		130,630
Operating and maintenance	82,978			77,788		71,018
General and administrative	65,600			60,242		61,234
Real estate taxes	61,855			59,031		53,726
Other operating expenses	7,836			8,496		8,079
Total operating expenses	365,098			353,348		324,687
Other expense (income):
Interest expense, net of interest income of $1,590, $1,210, and $1,643 in 2015, 2014, and 2013, respectively (note 9)	102,622			109,491		108,966
Provision for impairment	—			1,257		6,000
Early extinguishment of debt	8,239			18		32
Net investment income, including unrealized losses (gains) of $1,734, $1,058, and $(2,231) in 2015, 2014, and 2013, respectively (notes 8 and 14)	(625		)	(9,449	)	(3,257	)
Gain on remeasurement of investment in real estate partnership	—			(18,271	)	—
Total other expense (income)	110,236			83,046		111,741
Income from operations before equity in income of investments in real estate partnerships	94,429			101,504		52,579
Equity in income of investments in real estate partnerships (note 4)	22,508			31,270		31,718
Income tax (benefit) of taxable REIT subsidiary	—			(996	)	—
Income from operations	116,937			133,770		84,297
Discontinued operations, net (note 3):
Operating income	—			—		7,332
Gain on sale of operating properties, net of tax	—			—		57,953
Income from discontinued operations	—			—		65,285
Gain on sale of real estate	35,606			55,077		1,703
Net income	152,543			188,847		151,285
Noncontrolling interests:
Exchangeable operating partnership units	(240		)	(319	)	(276	)
Limited partners’ interests in consolidated partnerships	(2,247		)	(1,138	)	(1,205	)
Income attributable to noncontrolling interests	(2,487		)	(1,457	)	(1,481	)
Net income attributable to the Company	150,056			187,390		149,804
Preferred stock dividends	(21,062		)	(21,062	)	(21,062	)
Net income attributable to common stockholders	$	128,994		166,328		128,742
Income per common share - basic (note 15):
Continuing operations	$	1.37		1.80		0.69
Discontinued operations	—			—		0.71
Net income attributable to common stockholders	$	1.37		1.80		1.40
Income per common share - diluted (note 15):
Continuing operations	$	1.36		1.80		0.69
Discontinued operations	—			—		0.71
Net income attributable to common stockholders	$	1.36		1.80		1.40

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2015, 2014, and 2013

(in thousands)



	2015			2014		2013
Net income	$	152,543		188,847		151,285
Other comprehensive income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments	(10,089		)	(49,968	)	30,985
Less: reclassification adjustment of derivative instruments included in net income	9,152			9,353		9,433
Available for sale securities
Unrealized (loss) gain on available-for-sale securities	(43		)	7,765		—
Less: realized gains on sale of available-for-sale securities recognized in net income	—			(7,765	)	—
Other comprehensive income	(980		)	(40,615	)	40,418
Comprehensive income	151,563			148,232		191,703
Less: comprehensive (loss) income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests	2,487			1,457		1,481
Other comprehensive (loss) income attributable to noncontrolling interests	(35		)	(271	)	107
Comprehensive income attributable to noncontrolling interests	2,452			1,186		1,588
Comprehensive income attributable to the Company	$	149,111		147,046		190,115

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION Consolidated Statements of Equity For the years ended December 31, 2015, 2014, and 2013 (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, 2012	$	325,000	904	(14,924	)	2,312,310		(57,715	)	(834,810	)	1,730,765			(1,153	)	16,299		15,146		1,745,911
Net income		—	—	—		—		—		149,804		149,804			276		1,205		1,481		151,285
Other comprehensive income		—	—	—		—		40,311		—		40,311			75		32		107		40,418
Deferred compensation plan, net		—	—	(1,802	)	1,802		—		—		—			—		—		—		—
Amortization of restricted stock issued		—	—	—		14,141		—		—		14,141			—		—		—		14,141
Common stock redeemed for taxes withheld for stock based compensation, net		—	—	—		(2,887	)	—		—		(2,887	)		—		—		—		(2,887	)
Common stock issued for dividend reinvestment plan		—	—	—		1,075		—		—		1,075			—		—		—		1,075
Common stock issued for stock offerings, net of issuance costs		—	19	—		99,734		—		—		99,753			—		—		—		99,753
Common stock issued for partnership units exchanged		—	—	—		302		—		—		302			(302	)	—		(302	)	—
Contributions from partners		—	—	—		—		—		—		—			—		5,792		5,792		5,792
Distributions to partners		—	—	—		—		—		—		—			—		(4,122	)	(4,122	)	(4,122	)
Cash dividends declared:
Preferred stock/unit		—	—	—		—		—		(21,062	)	(21,062	)		—		—		—		(21,062	)
Common stock/unit ($1.85 per share)		—	—	—		—		—		(168,848	)	(168,848	)		(322	)	—		(322	)	(169,170	)
Balance at December 31, 2013	$	325,000	923	(16,726	)	2,426,477		(17,404	)	(874,916	)	1,843,354			(1,426	)	19,206		17,780		1,861,134
Net income		—	—	—		—		—		187,390		187,390			319		1,138		1,457		188,847
Other comprehensive income		—	—	—		—		(40,344	)	—		(40,344	)		(70	)	(201	)	(271	)	(40,615	)
Deferred compensation plan, net		—	—	(2,656	)	2,656		—		—		—			—		—		—		—
Amortization of restricted stock issued		—	—	—		12,161		—		—		12,161			—		—		—		12,161
Common stock redeemed for taxes withheld for stock based compensation, net		—	—	—		(3,493	)	—		—		(3,493	)		—		—		—		(3,493	)
Common stock issued for dividend reinvestment plan		—	—	—		1,184		—		—		1,184			—		—		—		1,184
Common stock issued for stock offerings, net of issuance costs		—	18	—		102,435		—		—		102,453			—		—		—		102,453
Redemption of preferred units		—	—	—		—		—		—		—			(300	)	—		(300	)	(300	)

REGENCY CENTERS CORPORATION Consolidated Statements of Equity For the years ended December 31, 2015, 2014, and 2013 (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
Common stock issued for partnership units exchanged		—	—	—		137		—		—		137			(137	)	—		(137	)	—
Contributions from partners		—	—	—		—		—		—		—			—		16,204		16,204		16,204
Distributions to partners		—	—	—		(1,404	)	—		—		(1,404	)		—		(4,543	)	(4,543	)	(5,947	)
Cash dividends declared:
Preferred stock/unit										(21,062	)	(21,062	)		—		—		—		(21,062	)
Common stock/unit ($1.88 per share)		—	—	—		—		—		(173,784	)	(173,784	)		(300	)	—		(300	)	(174,084	)
Balance at December 31, 2014	$	325,000	941	(19,382	)	2,540,153		(57,748	)	(882,372	)	1,906,592			(1,914	)	31,804		29,890		1,936,482
Net income		—	—	—		—		—		150,056		150,056			240		2,247		2,487		152,543
Other comprehensive income		—	—	—		—		(945	)	—		(945	)		(2	)	(33	)	(35	)	(980	)
Deferred compensation plan, net		—	—	(276	)	276		—		—		—			—		—		—		—
Amortization of restricted stock issued		—	—	—		13,869		—		—		13,869			—		—		—		13,869
Common stock redeemed for taxes withheld for stock based compensation, net		—	—	—		(9,706	)	—		—		(9,706	)		—		—		—		(9,706	)
Common stock issued for dividend reinvestment plan		—	—	—		1,250		—		—		1,250			—		—		—		1,250
Common stock issued for stock offerings, net of issuance costs		—	31	—		198,463		—		—		198,494			—		—		—		198,494
Contributions from partners		—	—	—		—		—		—		—			—		717		717		717
Distributions to partners		—	—	—		(1,797	)	—		—		(1,797	)		—		(4,249	)	(4,249	)	(6,046	)
Cash dividends declared:
Preferred stock/unit		—	—	—		—		—		(21,062	)	(21,062	)		—		—		—		(21,062	)
Common stock/unit ($1.94 per share)		—	—	—		—		—		(182,642	)	(182,642	)		(299	)	—		(299	)	(182,941	)
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

See accompanying notes to consolidated financial statements.



REGENCY CENTERS CORPORATION Consolidated Statements of Cash Flows For the years ended December 31, 2015, 2014, and 2013 (in thousands)
	2015			2014		2013
Cash flows from operating activities:
Net income	$	152,543		188,847		151,285
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	146,829			147,791		134,454
Amortization of deferred loan cost and debt premium	9,677			10,521		12,339
Amortization and (accretion) of above and below market lease intangibles, net	(1,598		)	(3,101	)	(2,488	)
Stock-based compensation, net of capitalization	11,081			9,662		12,191
Equity in income of investments in real estate partnerships (note 4)	(22,508		)	(31,270	)	(31,718	)
Gain on remeasurement of investment in real estate partnership	—			(18,271	)	—
Gain on sale of real estate, net of tax	(35,606		)	(55,077	)	(59,656	)
Provision for impairment	—			1,257		6,000
Early extinguishment of debt	8,239			18		32
Distribution of earnings from operations of investments in real estate partnerships	46,646			42,767		45,377
Settlement of derivative instruments	(7,267		)	4,648		—
Gain on derivative instruments	—			(13	)	(19	)
Deferred compensation expense	207			1,386		3,294
Realized and unrealized gain on investments (note 8 and 14)	(626		)	(9,158	)	(3,293	)
Changes in assets and liabilities:
Restricted cash	1,926			848		(62	)
Accounts receivable	(11,965		)	(6,225	)	(5,042	)
Straight-line rent receivable, net	(8,231		)	(6,544	)	(5,459	)
Deferred leasing costs	(12,949		)	(8,252	)	(10,086	)
Other assets	(496		)	89		(1,866	)
Accounts payable and other liabilities	(3,810		)	6,201		(672	)
Tenants’ security and escrow deposits and prepaid rent	3,545			1,618		6,120
Net cash provided by operating activities	275,637			277,742		250,731
Cash flows from investing activities:
Acquisition of operating real estate	(42,983		)	(112,120	)	(107,790	)
Advance deposits on acquisition of operating real estate	(2,250		)	—		—
Real estate development and capital improvements	(205,103		)	(238,237	)	(213,282	)
Proceeds from sale of real estate investments	108,822			118,787		212,632
Collection of notes receivable	1,719			—		27,354
Investments in real estate partnerships (note 4)	(20,054		)	(23,577	)	(10,883	)
Distributions received from investments in real estate partnerships	23,801			37,152		87,111
Dividends on investments	243			243		194
Acquisition of securities	(31,941		)	(23,760	)	(19,144	)
Proceeds from sale of securities	28,400			31,222		13,991
Net cash used in investing activities	(139,346		)	(210,290	)	(9,817	)



REGENCY CENTERS CORPORATION Consolidated Statements of Cash Flows For the years ended December 31, 2015, 2014, and 2013 (in thousands)
	2015			2014		2013
Cash flows from financing activities:
Net proceeds from common stock issuance	198,494			102,453		99,753
Proceeds from sale of treasury stock	—			—		34
Redemption of preferred stock and partnership units	—			(300	)	—
(Distributions to) contributions from limited partners in consolidated partnerships, net	(5,341		)	(5,303	)	1,514
Distributions to exchangeable operating partnership unit holders	(299		)	(300	)	(322	)
Dividends paid to common stockholders	(181,392		)	(172,600	)	(167,773	)
Dividends paid to preferred stockholders	(21,062		)	(21,062	)	(21,062	)
Repayment of fixed rate unsecured notes	(450,000		)	(150,000	)	—
Proceeds from issuance of fixed rate unsecured notes, net	248,160			248,705		—
Proceeds from unsecured credit facilities	445,000			255,000		82,000
Repayment of unsecured credit facilities	(355,000		)	(255,000	)	(177,000	)
Proceeds from notes payable	4,316			12,739		36,350
Repayment of notes payable	(76,168		)	(38,717	)	(27,960	)
Scheduled principal payments	(5,878		)	(6,909	)	(7,530	)
Payment of loan costs	(5,998		)	(3,066	)	(583	)
Early redemption costs	(8,043		)	—		—
Net cash used in financing activities	(213,211		)	(34,360	)	(182,579	)
Net (decrease) increase in cash and cash equivalents	(76,920		)	33,092		58,335
Cash and cash equivalents at beginning of the year	113,776			80,684		22,349
Cash and cash equivalents at end of the year	$	36,856		113,776		80,684
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $6,740, $7,142, and $6,078 in 2015, 2014, and 2013, respectively)	$	101,527		109,425		107,312
Cash paid for income taxes	$	1,015		2,169		—
Supplemental disclosure of non-cash transactions:
Common stock issued for partnership units exchanged	$	—		137		302
Real estate received through distribution in kind	$	—		—		7,576
Mortgage loans assumed through distribution in kind	$	—		—		7,500
Mortgage loans assumed for the acquisition of real estate	$	42,799		103,187		—
Unrealized gain (loss) on available-for-sale securities	$	(43	)	—		—
Initial fair value of non-controlling interest recorded at acquisition	$	—		15,385		—
Acquisition of previously unconsolidated real estate investments	$	—		16,182		—
Change in fair value of derivative instruments	$	(9,012	)	(49,968	)	30,952
Common stock issued for dividend reinvestment plan	$	1,250		1,184		1,075
Stock-based compensation capitalized	$	2,988		2,707		2,188
Contributions from limited partners in consolidated partnerships, net	$	13		1,579		156
Common stock issued for dividend reinvestment in trust	$	833		779		660
Contribution of stock awards into trust	$	1,651		1,881		1,537
Distribution of stock held in trust	$	1,898		4		201

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

December 31, 2015 and 2014

(in thousands, except unit data)



	2015			2014
Assets
Real estate investments at cost (notes 2 and 3):
Land	$	1,432,468		1,380,211
Buildings and improvements	2,896,396			2,790,137
Properties in development	217,036			239,538
	4,545,900			4,409,886
Less: accumulated depreciation	1,043,787			933,708
	3,502,113			3,476,178
Investments in real estate partnerships (note 4)	306,206			333,167
Net real estate investments	3,808,319			3,809,345
Cash and cash equivalents	36,856			113,776
Restricted cash	3,767			8,013
Accounts receivable, net of allowance for doubtful accounts of $5,295 and $4,523 at December 31, 2015 and 2014, respectively	32,292			30,999
Straight-line rent receivable, net of reserve of $1,365 and $652 at December 31, 2015 and 2014, respectively	63,392			55,768
Notes receivable (note 5)	10,480			12,132
Deferred costs, less accumulated amortization of $88,694 and $81,822 at December 31, 2015 and 2014, respectively	79,619			71,502
Acquired lease intangible assets, less accumulated amortization of $45,639 and $36,112 at December 31, 2015 and 2014, respectively (note 6)	105,380			52,365
Trading securities held in trust, at fair value (note 14)	29,093			28,134
Other assets	21,876			15,136
Total assets	$	4,191,074		4,197,170
Liabilities and Capital
Liabilities:
Notes payable (note 9)	$	1,707,478		1,946,357
Unsecured credit facilities (note 9)	165,000			75,000
Accounts payable and other liabilities	164,515			181,197
Acquired lease intangible liabilities, less accumulated accretion of $17,555 and $13,993 at December 31, 2015 and 2014, respectively (note 6)	42,034			32,143
Tenants’ security and escrow deposits and prepaid rent	29,427			25,991
Total liabilities	2,108,454			2,260,688
Commitments and contingencies (notes 16 and 17)	—			—
Capital:
Partners’ capital (notes 11 and 12):
Preferred units of general partner, $0.01 par value per unit, 13,000,000 units issued and outstanding at December 31, 2015 and 2014, respectively, liquidation preference of $25 per unit	325,000			325,000
General partner; 97,212,638 and 94,108,061 units outstanding at December 31, 2015 and 2014, respectively	1,787,802			1,639,340
Limited partners; 154,170 and 154,170 units outstanding at December 31, 2015 and 2014, respectively	(1,975		)	(1,914	)
Accumulated other comprehensive loss	(58,693		)	(57,748	)
Total partners’ capital	2,052,134			1,904,678
Noncontrolling interests (note 12):
Limited partners’ interests in consolidated partnerships	30,486			31,804
Total noncontrolling interests	30,486			31,804
Total capital	2,082,620			1,936,482
Total liabilities and capital	$	4,191,074		4,197,170

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Operations

For the years ended December 31, 2015, 2014, and 2013

(in thousands, except per unit data)



	2015			2014		2013
Revenues:
Minimum rent	$	415,155		390,697		353,833
Percentage rent	3,750			3,488		3,583
Recoveries from tenants and other income	125,295			119,618		106,494
Management, transaction, and other fees	25,563			24,095		25,097
Total revenues	569,763			537,898		489,007
Operating expenses:
Depreciation and amortization	146,829			147,791		130,630
Operating and maintenance	82,978			77,788		71,018
General and administrative	65,600			60,242		61,234
Real estate taxes	61,855			59,031		53,726
Other operating expenses	7,836			8,496		8,079
Total operating expenses	365,098			353,348		324,687
Other expense (income):
Interest expense, net of interest income of $1,590, $1,210, and $1,643 in 2015, 2014, and 2013, respectively (note 9)	102,622			109,491		108,966
Provision for impairment	—			1,257		6,000
Early extinguishment of debt	8,239			18		32
Net investment income, including unrealized losses (gains) of $1,734, $1,058, and $(2,231) in 2015, 2014, and 2013, respectively (notes 8 and 14)	(625		)	(9,449	)	(3,257	)
Gain on remeasurement of investment in real estate partnership	—			(18,271	)	—
Total other expense (income)	110,236			83,046		111,741
Income from operations before equity in income of investments in real estate partnerships	94,429			101,504		52,579
Equity in income of investments in real estate partnerships (note 4)	22,508			31,270		31,718
Income tax (benefit) of taxable REIT subsidiary	—			(996	)	—
Income from operations	116,937			133,770		84,297
Discontinued operations, net (note 3):
Operating income	—			—		7,332
Gain on sale of operating properties, net of tax	—			—		57,953
Income from discontinued operations	—			—		65,285
Gain on sale of real estate	35,606			55,077		1,703
Net income	152,543			188,847		151,285
Limited partners’ interests in consolidated partnerships	(2,247		)	(1,138	)	(1,205	)
Net income attributable to the Partnership	150,296			187,709		150,080
Preferred unit distributions	(21,062		)	(21,062	)	(21,062	)
Net income attributable to common unit holders	$	129,234		166,647		129,018
Income per common unit - basic (note 15):
Continuing operations	$	1.37		1.80		0.69
Discontinued operations	—			—		0.71
Net income attributable to common unit holders	$	1.37		1.80		1.40
Income per common unit - diluted (note 15):
Continuing operations	$	1.36		1.80		0.69
Discontinued operations	—			—		0.71
Net income attributable to common unit holders	$	1.36		1.80		1.40

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2015, 2014, and 2013

(in thousands)



	2015			2014		2013
Net income	$	152,543		188,847		151,285
Other comprehensive income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments	(10,089		)	(49,968	)	30,985
Less: reclassification adjustment of derivative instruments included in net income	9,152			9,353		9,433
Available for sale securities
Unrealized (loss) gain on available-for-sale securities	(43		)	7,765		—
Less: realized gains on sale of available-for-sale securities recognized in net income	—			(7,765	)	—
Other comprehensive income	(980		)	(40,615	)	40,418
Comprehensive income	151,563			148,232		191,703
Less: comprehensive (loss) income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests	2,247			1,138		1,205
Other comprehensive (loss) income attributable to noncontrolling interests	(33		)	(201	)	32
Comprehensive income attributable to noncontrolling interests	2,214			937		1,237
Comprehensive income attributable to the Partnership	$	149,349		147,295		190,466

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P. Consolidated Statements of Capital For the years ended December 31, 2015, 2014, and 2013 (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, 2012	$	1,788,480		(1,153	)	(57,715	)	1,729,612		16,299		1,745,911
Net income		149,804		276		—		150,080		1,205		151,285
Other comprehensive income		—		75		40,311		40,386		32		40,418
Contributions from partners		—		—		—		—		5,792		5,792
Distributions to partners		(168,848	)	(322	)	—		(169,170	)	(4,122	)	(173,292	)
Preferred unit distributions		(21,062	)	—		—		(21,062	)	—		(21,062	)
Restricted units issued as a result of amortization of restricted stock issued by Parent Company		14,141		—		—		14,141		—		14,141
Common units exchanged for common stock of the Parent Company		302		(302	)	—		—		—		—
Common units issued as a result of common stock issued by Parent Company, net of repurchases		97,941		—		—		97,941		—		97,941
Balance at December 31, 2013	$	1,860,758		(1,426	)	(17,404	)	1,841,928		19,206		1,861,134
Net income		187,390		319		—		187,709		1,138		188,847
Other comprehensive income		—		(70	)	(40,344	)	(40,414	)	(201	)	(40,615	)
Contributions from partners		—		—		—		—		16,204		16,204
Distributions to partners		(175,188	)	(300	)	—		(175,488	)	(4,543	)	(180,031	)
Redemption of preferred units		—		(300	)	—		(300	)	—		(300	)
Preferred unit distributions		(21,062	)	—				(21,062	)	—		(21,062	)
Restricted units issued as a result of amortization of restricted stock issued by Parent Company		12,161		—		—		12,161		—		12,161
Common units exchanged for common stock of the Parent Company		137		(137	)	—		—		—		—
Common units issued as a result of common stock issued by Parent Company, net of repurchases		100,144		—		—		100,144		—		100,144
Balance at December 31, 2014	$	1,964,340		(1,914	)	(57,748	)	1,904,678		31,804		1,936,482
Net income		150,056		240		—		150,296		2,247		152,543
Other comprehensive income		—		(2	)	(945	)	(947	)	(33	)	(980	)
Contributions from partners		—		—		—		—		717		717
Distributions to partners		(184,439	)	(299	)	—		(184,738	)	(4,249	)	(188,987	)

REGENCY CENTERS, L.P. Consolidated Statements of Capital For the years ended December 31, 2015, 2014, and 2013 (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
Preferred unit distributions		(21,062	)	—		—		(21,062	)	—	(21,062	)
Restricted units issued as a result of amortization of restricted stock issued by Parent Company		13,869		—		—		13,869		—	13,869
Common units issued as a result of common stock issued by Parent Company, net of repurchases		190,038		—		—		190,038		—	190,038
Balance at December 31, 2015	$	2,112,802		(1,975	)	(58,693	)	2,052,134		30,486	2,082,620

See accompanying notes to consolidated financial statements.



REGENCY CENTERS, L.P. Consolidated Statements of Cash Flows For the years ended December 31, 2015, 2014, and 2013 (in thousands)
	2015			2014		2013
Cash flows from operating activities:
Net income	$	152,543		188,847		151,285
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	146,829			147,791		134,454
Amortization of deferred loan cost and debt premium	9,677			10,521		12,339
Amortization and (accretion) of above and below market lease intangibles, net	(1,598		)	(3,101	)	(2,488	)
Stock-based compensation, net of capitalization	11,081			9,662		12,191
Equity in income of investments in real estate partnerships (note 4)	(22,508		)	(31,270	)	(31,718	)
Gain on remeasurement of investment in real estate partnership	—			(18,271	)	—
Gain on sale of real estate, net of tax	(35,606		)	(55,077	)	(59,656	)
Provision for impairment	—			1,257		6,000
Early extinguishment of debt	8,239			18		32
Distribution of earnings from operations of investments in real estate partnerships	46,646			42,767		45,377
Settlement of derivative instruments	(7,267		)	4,648		—
Gain on derivative instruments	—			(13	)	(19	)
Deferred compensation expense	207			1,386		3,294
Realized and unrealized gain on investments (note 8 and 14)	(626		)	(9,158	)	(3,293	)
Changes in assets and liabilities:
Restricted cash	1,926			848		(62	)
Accounts receivable	(11,965		)	(6,225	)	(5,042	)
Straight-line rent receivable, net	(8,231		)	(6,544	)	(5,459	)
Deferred leasing costs	(12,949		)	(8,252	)	(10,086	)
Other assets	(496		)	89		(1,866	)
Accounts payable and other liabilities	(3,810		)	6,201		(672	)
Tenants’ security and escrow deposits and prepaid rent	3,545			1,618		6,120
Net cash provided by operating activities	275,637			277,742		250,731
Cash flows from investing activities:
Acquisition of operating real estate	(42,983		)	(112,120	)	(107,790	)
Advance deposits on acquisition of operating real estate	(2,250		)	—		—
Real estate development and capital improvements	(205,103		)	(238,237	)	(213,282	)
Proceeds from sale of real estate investments	108,822			118,787		212,632
Collection of notes receivable	1,719			—		27,354
Investments in real estate partnerships (note 4)	(20,054		)	(23,577	)	(10,883	)
Distributions received from investments in real estate partnerships	23,801			37,152		87,111
Dividends on investments	243			243		194
Acquisition of securities	(31,941		)	(23,760	)	(19,144	)
Proceeds from sale of securities	28,400			31,222		13,991
Net cash used in investing activities	(139,346		)	(210,290	)	(9,817	)



REGENCY CENTERS, L.P. Consolidated Statements of Cash Flows For the years ended December 31, 2015, 2014, and 2013 (in thousands)
	2015			2014		2013
Cash flows from financing activities:
Net proceeds from common units issued as a result of common stock issued by Parent Company	198,494			102,453		99,753
Proceeds from sale of treasury stock	—			—		34
Redemption of preferred partnership units	—			(300	)	—
(Distributions to) contributions from limited partners in consolidated partnerships, net	(5,341		)	(5,303	)	1,514
Distributions to partners	(181,691		)	(172,900	)	(168,095	)
Distributions to preferred unit holders	(21,062		)	(21,062	)	(21,062	)
Repayment of fixed rate unsecured notes	(450,000		)	(150,000	)	—
Proceeds from issuance of fixed rate unsecured notes, net	248,160			248,705		—
Proceeds from unsecured credit facilities	445,000			255,000		82,000
Repayment of unsecured credit facilities	(355,000		)	(255,000	)	(177,000	)
Proceeds from notes payable	4,316			12,739		36,350
Repayment of notes payable	(76,168		)	(38,717	)	(27,960	)
Scheduled principal payments	(5,878		)	(6,909	)	(7,530	)
Payment of loan costs	(5,998		)	(3,066	)	(583	)
Early redemption costs	(8,043		)	—		—
Net cash used in financing activities	(213,211		)	(34,360	)	(182,579	)
Net (decrease) increase in cash and cash equivalents	(76,920		)	33,092		58,335
Cash and cash equivalents at beginning of the year	113,776			80,684		22,349
Cash and cash equivalents at end of the year	$	36,856		113,776		80,684
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $6,740, $7,142, and $6,078 in 2015, 2014, and 2013, respectively)	$	101,527		109,425		107,312
Cash paid for income taxes	$	1,015		2,169		—
Supplemental disclosure of non-cash transactions:
Common stock issued by Parent Company for partnership units exchanged	$	—		137		302
Real estate received through distribution in kind	$	—		—		7,576
Mortgage loans assumed through distribution in kind	$	—		—		7,500
Mortgage loans assumed for the acquisition of real estate	$	42,799		103,187		—
Unrealized gain (loss) on available-for-sale securities	$	(43	)	—		—
Initial fair value of non-controlling interest recorded at acquisition	$	—		15,385		—
Acquisition of previously unconsolidated real estate investments	$	—		16,182		—
Change in fair value of derivative instruments	$	(9,012	)	(49,968	)	30,952
Common stock issued by Parent Company for dividend reinvestment plan	$	1,250		1,184		1,075
Stock-based compensation capitalized	$	2,988		2,707		2,188
Contributions from limited partners in consolidated partnerships, net	$	13		1,579		156
Common stock issued for dividend reinvestment in trust	$	833		779		660
Contribution of stock awards into trust	$	1,651		1,881		1,537
Distribution of stock held in trust	$	1,898		4		201

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015


1.	Summary of Significant Accounting Policies

(a) Organization and Principles of Consolidation

General

Regency Centers Corporation (the “Parent Company”) began its operations as a Real Estate Investment Trust (“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, and development of retail shopping centers through the Operating Partnership, and has no other assets or liabilities other than through its investment in the Operating Partnership. The Parent Company guarantees all of the unsecured debt and 21.4% of the secured debt of the Operating Partnership. As of December 31, 2015, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (the "Company” or “Regency”) directly owned 200 retail shopping centers and held partial interests in an additional 118 retail shopping centers through investments in real estate partnerships (also referred to as "joint ventures" or "co-investment partnerships").

Estimates, Risks, and Uncertainties

The preparation of the consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of 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, accounts receivable, and straight line rent receivable. 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.

Ownership of the Parent Company

The Parent Company has a single class of common stock outstanding and two series of preferred stock outstanding (“Series 6 and 7 Preferred Stock”). The dividends on the Series 6 and 7 Preferred Stock are cumulative and payable in arrears quarterly.

Ownership of the Operating Partnership

The Operating Partnership's capital includes general and limited common Partnership Units. As of December 31, 2015, the Parent Company owned approximately 99.8% or 97,212,638 of the 97,366,808 outstanding common Partnership Units of 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.

Investments in Real Estate Partnerships

Investments in real estate partnerships not controlled by the Company are accounted for under the equity method. The accounting policies of the real estate partnerships are consistent with the Company's accounting policies. Income or loss from these real estate partnerships, which includes all operating results (including impairment losses) and gains on sales of properties within the joint ventures, is allocated to the Company in

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

accordance with the respective partnership agreements. Such allocations of net income or loss are recorded in equity in income of investments in real estate partnerships in the accompanying Consolidated Statements of Operations. The net difference in the carrying amount of investments in real estate partnerships and the underlying equity in net assets is either accreted to income 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, or recognized at liquidation if the joint venture agreement includes a unilateral right to elect to dissolve the real estate partnership and, upon such an election, receive a distribution in-kind, as discussed further below.

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.

The Company evaluates the structure and the substance of its investments in the real estate partnerships to determine if they are variable interest entities. The Company has concluded that these partnership investments are not variable interest entities. Further, the joint venture partners in the real estate partnerships have significant ownership rights, including approval over operating budgets and strategic plans, capital spending, sale or financing, and admission of new partners. Upon formation of the joint ventures, the Company, through the Operating Partnership, also became the managing member, responsible for the day-to-day operations of the real estate partnerships. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, the Company evaluated its investment in each real estate partnership and concluded that the other partners have kick-out rights and/or substantive participating rights and, therefore, the Company has concluded that the equity method of accounting is appropriate for these investments and they do not require consolidation. Under the equity method of accounting, investments in real estate partnerships are initially recorded at cost, subsequently increased for additional contributions and allocations of income, and reduced for distributions received and allocations of loss. These investments are included in the consolidated financial statements as investments in real estate partnerships.

Noncontrolling Interests

The Company consolidates all entities in which it has a controlling ownership interest. A controlling ownership interest is typically attributable to the entity with a majority voting interest. Noncontrolling interest is the portion of equity, in a subsidiary or consolidated entity, not attributable, directly or indirectly to the Company. Such noncontrolling interests are reported on the Consolidated Balance Sheets within equity or capital, but separately from stockholders' equity or partners' capital. On the Consolidated Statements of Operations, all of the revenues and expenses from less-than-wholly-owned consolidated subsidiaries are reported in net income, including both the amounts attributable to the Company and noncontrolling interests. The amounts of consolidated net income attributable to the Company and to the noncontrolling interests are clearly identified on the accompanying Consolidated Statements of Operations.

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 preferred and 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 and Comprehensive Income (Loss). 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 (Loss) of the Parent Company.

In accordance with the FASB ASC Topic 480, securities that are redeemable for cash or other assets at the option of the holder, not solely within the control of the issuer, are classified as redeemable noncontrolling interests outside of permanent equity in the Consolidated Balance Sheets. The Parent Company has evaluated the conditions as specified under the FASB ASC Topic 480 as it relates to exchangeable operating partnership

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

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. 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 (Loss) of the Operating Partnership.

(b) Revenues and Accounts 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. 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)	2015		2014	2013
Gross provision for doubtful accounts	$	2,364	2,192	1,841
Amount included in discontinued operations	—		—	53

The following table represents the components of accounts receivable, net of allowance for doubtful accounts, in the accompanying Consolidated Balance Sheets:



	December 31,
(in thousands)	2015			2014
Billed tenant receivables	$	14,521		10,583
Accrued CAM, insurance and tax reimbursements	12,358			15,369
Other receivables	10,708			9,570
Less: allowance for doubtful accounts	(5,295		)	(4,523	)
Total accounts receivable, net	$	32,292		30,999

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. Substantially all lease agreements contain provisions for reimbursement of the tenants' share of real estate taxes, insurance and common area maintenance (“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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

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. When the Company is the owner of the leasehold improvements, recognition of 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.

Real Estate Sales

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

The Company sells shopping centers to joint ventures in exchange for cash equal to the fair value of the ownership interest of its partners. The Company accounts for those sales as “partial sales” and recognizes gains on those partial sales in the period the properties were sold to the extent of the percentage interest sold, and in the case of certain real estate partnerships, applies a more restrictive method of recognizing gains, as discussed further below.

As of December 31, 2015, five of the Company's joint ventures (“DIK-JV”) give each partner the unilateral right to elect to dissolve the real estate partnership and, upon such an election, receive a distribution in-kind (“DIK”) of the assets of the real estate partnership equal to their respective capital account, which could include properties the Company previously sold to the real estate partnership.

Because the contingency associated with the possibility of receiving a particular property back upon liquidation is not satisfied at the property level, but at the aggregate level, no deferred gain is recognized on an individual property sold by the DIK-JV to a third party or received by the Company upon actual dissolution. Instead, the property received upon dissolution is recorded at the carrying value of the Company's investment in the DIK-JV on the date of dissolution. However, the deferred gain is recognized if and when all such properties in the DIK-JV are sold to a third party.

Management Services

The Company is engaged under agreements with its joint venture partners to provide asset management, property management, leasing, investing, and financing services for such 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 as services are rendered, when fees due are determinable, and collectibility is reasonably assured. The Company also receives transaction fees, as contractually agreed upon with a joint venture, which include fees such as acquisition fees, disposition fees, “promotes”, or “earnouts”, which are recognized as services are rendered, when fees due are determinable, and collectibility is reasonably assured.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

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.

Depreciation is computed using the straight-line method over estimated useful lives of approximately 40 years for buildings and improvements, 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 properties in development on the accompanying Consolidated Balance Sheets. Properties in development are defined as properties that are in the construction or initial lease-up phase. 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.

Land held for future development represents projects not in construction, but identified and available for future development based on market demand for a new shopping center.

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, 2015 and 2014, the Company had refundable deposits of approximately $1.3 million and $375,000, respectively, included in pre-development costs. 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, 2015, 2014, and 2013, the Company expensed pre-development costs of approximately $1.7 million, $2.3 million, and $528,000, respectively, in other operating expenses in the accompanying Consolidated Statements of Operations.

Acquisitions

The Company and the real estate partnerships account for business combinations using the acquisition method by recognizing and measuring the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at their acquisition date fair values. The Company expenses transaction costs associated with business combinations in the period incurred.

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 amortization expense over the remaining expected term of the respective leases.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

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 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 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 at a price that is reasonable in relation to its current fair value, 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. Operating properties held-for-sale are carried at the lower of cost or fair value less costs to sell.

Discontinued Operations

On January 1, 2014, the Company prospectively adopted Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, and all sales will be recorded in accordance with the ASU. The amendments in the ASU change the requirements for reporting discontinued operations. Under the guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations.

Prior to January 1, 2014, when the Company sold a property or classified a property as held-for-sale and would not have significant continuing involvement in the operation of the property, the operations of the property were eliminated from ongoing operations and classified in discontinued operations.

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. 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

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 tax basis of the Company's real estate assets exceeds the book basis by approximately $183.9 million and $129.7 million at December 31, 2015 and 2014, respectively, primarily due to the property impairments recorded for book purposes and the cost basis of the assets acquired and their carryover basis recorded for tax purposes.

(d) Cash and Cash Equivalents

Any instruments which have an original maturity of 90 days or less when purchased are considered cash equivalents. As of December 31, 2015 and 2014, $3.8 million and $8.0 million, respectively, of cash was restricted through escrow agreements and certain mortgage loans.

(e) Securities

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. Debt securities are classified as held to maturity when the Company has the positive intent and ability to hold the securities to maturity. Marketable 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 in earnings. Debt and marketable equity 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. The fair value of securities is determined using quoted market prices.

(f) Deferred Costs

Deferred costs include leasing costs and loan costs, net of accumulated amortization. Such costs are amortized over the periods through lease expiration or loan maturity, respectively. If the lease is terminated early, or if the loan is repaid prior to maturity, the remaining leasing costs or loan costs are written off. Deferred leasing costs consist of internal and external commissions associated with leasing the Company's shopping centers. The following table represents the components of deferred costs, net of accumulated amortization, in the accompanying Consolidated Balance Sheets:



	December 31,
(in thousands)	2015		2014
Deferred leasing costs, net	$	66,367	60,889
Deferred loan costs, net	13,252		10,613
Total deferred costs, net	$	79,619	71,502

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

(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 changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. 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 recognition of the changes in the fair value of the hedged asset or liability attributable to the hedged risk in a fair value hedge or 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 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 gains or losses resulting from changes in fair value of derivatives that qualify as cash flow hedges are recognized in other comprehensive income (“OCI”) while the ineffective portion of the derivative's change in fair value is recognized in the Statements of Operations as interest expense. Upon the settlement of a hedge, gains and losses remaining in OCI are amortized through earnings over the underlying term of the hedged transaction.

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.

The cash receipts or payments to settle interest rate swaps are presented in cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows.

(h) Income Taxes

The Parent Company believes it qualifies, and intends to continue to qualify, as a REIT under the Internal Revenue Code (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. Regency Realty Group, Inc. (“RRG”), a wholly-owned subsidiary of the Operating Partnership, is a Taxable REIT Subsidiary (“TRS”) as defined in Section 856(l) of the Code. RRG is subject to federal and state income taxes and files separate tax returns. As a pass through entity, the Operating Partnership's taxable income or loss is reported

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

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.

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which these temporary differences are expected to be recovered or settled.

Earnings and profits, which determine the taxability of dividends to stockholders, differs from net income reported for financial reporting purposes primarily because of differences in depreciable lives and cost bases of the shopping centers, as well as other timing differences.

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 (2012 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.

(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 stock-based compensation based on the grant-date fair value of the award and the cost of the stock-based compensation is expensed over the vesting period.

When the Parent Company issues common shares 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 exercise of stock options or other 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 accounts for stock-based compensation in the same manner as the Parent Company.

(k) Segment Reporting

The Company's business is investing in retail shopping centers through direct ownership or through joint ventures. 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 reinvested into higher quality retail shopping centers, through acquisitions or new developments, 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 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

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

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) Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue it expects to be entitled to for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP and will be effective for the Company on January 1, 2018, with adoption as early as January 1, 2017 permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures and has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Topic 205-40), which provides guidance on determining when and how reporting entities must disclose going concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessments of its ability to continue as a going concern within one year of the date of issuance of the entity's financial statements. The Company must provide certain disclosures if there is a "substantial doubt about the entity's ability to continue as a going concern." The standard becomes effective for annual periods ending after December 15, 2016 and interim and annual periods thereafter; early adoption is permitted. The Company will adopt the standard for the annual period ending December 31, 2016 and will not have a material impact on the Company's financial position or results of operations, but may result in additional disclosures.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

In November 2014, the FASB issued ASU 2014-16, “Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity” (“ASU 2014-16”). ASU 2014-16 clarifies how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Entities commonly raise capital by issuing different classes of shares, including preferred stock, that entitle the holders to certain preferences and rights over the other shareholders. The specific terms of those shares may include conversion rights, redemption rights, voting rights, and liquidation and dividend payment preferences, among other features. One or more of those features may meet the definition of a derivative under GAAP. Shares that include such embedded derivative features are referred to as hybrid financial instruments. The objective of this update is to eliminate the use of different methods in practice and thereby reduce existing diversity under GAAP in the accounting for hybrid financial instruments issued in the form of a share. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. ASU 2014-16 is effective for fiscal years and interim periods beginning after December 15, 2015. We do not expect the adoption of ASU 2014-16 to have a material impact on our consolidated financial statements.

In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis (Topic 810), which requires amendments to both the variable interest entity ("VIE") and voting models. The amendments (i) rescind the indefinite deferral of certain aspects of accounting standards relating to consolidations and provide a permanent scope exception for registered money market funds and similar unregistered money market funds, (ii) modify the identification of variable interests (fees paid to a decision maker or service provider), the VIE characteristics for a limited partnership or similar entity and primary beneficiary determination under the VIE model, and (iii) eliminate the presumption within the current voting model that a general partner controls a limited partnership or similar entity. The new guidance is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2015 with early adoption permitted. The amendments may be applied using either a modified retrospective or full retrospective approach. The adoption of this standard during the first quarter of 2016 will not have a material impact on the Company's financial position or results of operations, but may result in additional disclosures.

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30), which simplifies the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amendments in this ASU are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years with early adoption permitted. The Company will adopt this ASU in the first quarter of 2016, which will result in a decrease to total assets and liabilities of the net unamortized balance of debt issuance costs, which is $8.2 million at December 31, 2015, exclusive of the line of credit costs. Debt issue costs related to the line of credit will remain in deferred costs.


2.	Real Estate Investments

Acquisitions

The following tables detail the shopping centers acquired or land acquired for development. The real estate operations acquired are not considered material to Company, individually or in the aggregate. Additionally, as of December 31, 2015, the Company had $2.3 million in deposits toward the potential acquisition of operating properties.



(in thousands)		Year ended December 31, 2015
Date Purchased	Property Name	City/State	Property Type	Purchase Price		Debt Assumed, Net of Premiums	Intangible Assets	Intangible Liabilities
9/1/2015	University Commons	Boca Raton, FL	Operating	$	80,500	42,799	64,482	14,039
10/9/2015	CityLine Market Ph II	Dallas, TX	Development	2,157		—	—	—
12/29/2015	Northgate Ph II	Medford, OR	Development	4,000		—	—	—
Total property acquisitions				$	86,657	42,799	64,482	14,039

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015



(in thousands)		Year ended December 31, 2014
Date Purchased	Property Name	City/State	Property Type	Purchase Price		Debt Assumed, Net of Premiums	Intangible Assets	Intangible Liabilities
1/31/2014	Persimmon Place	Dublin, CA	Development	$	14,200	—	—	—
2/14/2014	Shops at Mira Vista	Austin, TX	Operating	22,500		319	2,329	291
3/7/2014	Fairfield Portfolio ⁽¹⁾	Fairfield, CT	Operating	149,344		77,730	12,650	5,601
6/2/2014	Willow Oaks Crossing	Concord, NC	Development	3,342		—	—	—
7/15/2014	Clybourn Commons	Chicago, IL	Operating	19,000		—	1,686	3,298
9/10/2014	Belmont Chase	Ashburn, VA	Development	4,300		—	—	—
9/19/2014	CityLine Market	Dallas, TX	Development	4,913		—	—	—
10/24/2014	East San Marco ⁽²⁾	Jacksonville, FL	Development	5,223		—	—	—
12/4/2014	The Village at La Floresta	Brea, CA	Development	6,750		—	—	—
12/16/2014	Indian Springs ⁽³⁾	Houston, TX	Operating	53,156		25,138	3,867	1,612
Total property acquisitions				$	282,728	103,187	20,532	10,802

⁽¹⁾ On March 7, 2014, the Company acquired an 80% controlling interest in the Fairfield Portfolio, consisting of three operating properties located in Fairfield, CT. As a result of consolidation, the Company recorded the non-controlling interest of approximately $15.4 million at fair value.

⁽²⁾ On October 24, 2014, Regency acquired the remaining 50% interest and gained control of this previously unconsolidated investment in real estate partnership that owns land for development. The $5.2 million purchase price includes the consideration paid to purchase the other partners interest as well as Regency's carrying value in the partnership.

⁽³⁾On December 16, 2014, Regency acquired the remaining 50% interest and gained control of this previously unconsolidated investment in real estate partnership that owns a single operating property. As the operating property constitutes a business, acquisition of control was accounted for as a step acquisition and the net assets acquired were recognized at fair value. A gain of $18.3 million was recognized upon remeasurement as the difference between the fair value, of $14.1 million, and the carrying value of the Company's previously held equity interest. The fair value was measured based on an income approach, using rental growth rate of 3.0%, a discount rate of 7.0%, and a terminal cap rate of 6.1%.

The following table details the weighted average amortization and net accretion periods of intangible assets and liabilities arising from acquisitions during:



	Year ended December 31,
(in years)	2015	2014
Assets:
In-place leases	14.7	4.9
Above-market leases	12.3	3.9
Below-market ground leases	57.4	41.2

Liabilities:
Acquired lease intangible liabilities	18.1	12.7

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

3. Property Dispositions

Dispositions

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



	Year ended December 31,
(in thousands)	2015		2014	2013
Net proceeds from sale of real estate investments	$	108,822	118,787	212,632
Gain on sale of real estate	$	35,606	55,077	59,656
Number of operating properties sold	5		11	12
Number of land out-parcels sold	2		6	10

As a result of adopting ASU No. 2014-08, there were no discontinued operations for the years ended December 31, 2015 and 2014 as none of the sales during those years represented a strategic shift that would qualify as discontinued operations. Therefore, the following table provides a summary of revenues and expenses from properties included in discontinued operations for 2013 only:



	Year ended December 31,
(in thousands)		2013
Revenues		$	14,924
Operating expenses		7,592
Operating income from discontinued operations		$	7,332


4.	Investments in Real Estate Partnerships

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



	December 31, 2015
(in thousands)	Regency's Ownership	Number of Properties	Total Investment		Total Assets of the Partnership	Net Income of the Partnership		The Company's Share of Net Income of the Partnership
GRI - Regency, LLC (GRIR) ⁽¹⁾	40.00%	73	$	220,099	1,744,017	45,761		18,148
Columbia Regency Retail Partners, LLC (Columbia I) ⁽¹⁾	20.00%	9	15,255		175,044	(1,396	)	(278	)
Columbia Regency Partners II, LLC (Columbia II) ⁽¹⁾	20.00%	14	8,496		290,064	3,794		755
Cameron Village, LLC (Cameron)	30.00%	1	11,857		100,124	2,195		643
RegCal, LLC (RegCal) ⁽¹⁾	25.00%	7	17,967		145,213	2,316		576
US Regency Retail I, LLC (USAA) ⁽¹⁾	20.01%	8	161		112,225	4,011		807
Other investments in real estate partnerships	50.00%	6	32,371		108,698	4,067		1,857
Total investments in real estate partnerships		118	$	306,206	2,675,385	60,748		22,508

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015



	December 31, 2014
(in thousands)	Regency's Ownership	Number of Properties	Total Investment		Total Assets of the Partnership	Net Income of the Partnership	The Company's Share of Net Income of the Partnership
GRI - Regency, LLC (GRIR) ⁽¹⁾	40.00%	74	$	247,175	1,829,116	33,032	13,727
Columbia Regency Retail Partners, LLC (Columbia I) ⁽¹⁾	20.00%	10	15,916		199,427	7,173	1,431
Columbia Regency Partners II, LLC (Columbia II) ⁽¹⁾	20.00%	14	9,343		300,028	1,211	233
Cameron Village, LLC (Cameron)	30.00%	1	12,114		100,625	3,393	1,008
RegCal, LLC (RegCal) ⁽¹⁾	25.00%	7	13,354		149,457	4,012	966
US Regency Retail I, LLC (USAA) ⁽¹⁾	20.01%	8	806		115,660	2,872	567
Other investments in real estate partnerships	50.00%	6	34,459		113,189	27,773	13,338
Total investments in real estate partnerships		120	$	333,167	2,807,502	79,466	31,270

⁽¹⁾These partnership agreements have a unilateral right for election to dissolve the partnership and receive a DIK upon liquidation; therefore, the Company has applied the Restricted Gain Method to determine the amount of gain recognized on property sales to these partnerships. During 2015 and 2014, the Company did not sell any properties to these real estate partnerships, and accordingly, the Restricted Gain Method was not applied.

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



	December 31,
(in thousands)	2015		2014
Investments in real estate, net	$	2,497,770	2,620,583
Acquired lease intangible assets, net	43,469		50,763
Other assets	134,146		136,156
Total assets	$	2,675,385	2,807,502

Notes payable	$	1,401,977	1,462,790
Acquired lease intangible liabilities, net	23,826		28,991
Other liabilities	66,061		67,093
Capital - Regency	414,681		442,050
Capital - Third parties	768,840		806,578
Total liabilities and capital	$	2,675,385	2,807,502

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)	2015			2014
Capital - Regency	$	414,681		442,050
less: Impairment of investment in real estate partnerships	(1,300		)	(1,300	)
less: Ownership percentage or Restricted Gain Method deferral	(28,972		)	(29,380	)
less: Net book equity in excess of purchase price	(78,203		)	(78,203	)
Investments in real estate partnerships	$	306,206		333,167

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

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)	2015			2014		2013
Total revenues	$	363,745		361,103		378,670
Operating expenses:
Depreciation and amortization	111,648			117,780		125,363
Operating and maintenance	51,970			55,216		55,423
General and administrative	5,292			5,503		7,385
Real estate taxes	43,769			42,380		45,451
Other operating expenses	2,989			2,234		1,725
Total operating expenses	215,668			223,113		235,347
Other expense (income):
Interest expense, net	79,477			84,155		95,505
Gain on sale of real estate	(2,766		)	(28,856	)	(15,695	)
Provision for impairment	9,102			2,123		—
Early extinguishment of debt	—			114		(1,780	)
Preferred return on equity investment	—			—		(4,499	)
Other expense (income)	1,516			988		(1,258	)
Total other expense (income)	87,329			58,524		72,273
Net income of the Partnerships	$	60,748		79,466		71,050
The Company's share of net income of the Partnerships	$	22,508		31,270		31,718

Acquisitions

The following table provides a summary of shopping centers and land parcels acquired through our unconsolidated real estate partnerships, which had no acquisitions for the year ended December 31, 2015.

(in thousands)

Year ended December 31, 2014

Date Purchased

Property Name

City/State

Property Type

Co-investment Partner

Ownership %

Purchase Price

Debt Assumed, Net of Premiums

Intangible Assets

Intangible Liabilities

12/30/2014

Broadway

Seattle, WA

Operating

Columbia II

20.00%

43,000

—

7,604

3,487

Total property acquisitions

43,000

—

7,604

3,487

Dispositions

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



	Year ended December 31,
(in thousands)	2015		2014	2013
Proceeds from sale of real estate investments	$	39,459	88,106	145,295
Gain on sale of real estate	$	2,766	28,856	15,695
The Company's share of gain on sale of real estate	$	1,108	13,615	3,847
Number of operating properties sold	2		6	15
Number of land out-parcels sold	0		2	3

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

Notes Payable

Scheduled principal repayments on notes payable held by our unconsolidated investments in real estate partnerships as of December 31, 2015 were as follows:



Scheduled Principal Payments and Maturities by Year:	Scheduled Principal Payments		Mortgage Loan Maturities		Unsecured Maturities	Total		Regency’s Pro-Rata Share
2016	$	16,614	84,875		—	101,489		37,238
2017	17,517		77,385		9,760	104,662		23,874
2018	18,696		67,022		—	85,718		27,655
2019	17,934		65,939		—	83,873		21,618
2020	14,826		222,199		—	237,025		85,506
Beyond 5 Years	20,001		770,424		—	790,425		295,357
Unamortized debt premiums (discounts), net	—		(1,215	)	—	(1,215	)	(488	)
Total notes payable	$	105,588	1,286,629		9,760	1,401,977		490,760

These loans are all non-recourse. Maturities will be repaid from proceeds from refinancing and partner capital contributions. The Company is obligated to contribute its pro-rata share to fund maturities if the loans are not refinanced. 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)	2015		2014	2013
Asset management, property management, leasing, and investment and financing services	$	24,519	22,983	24,153


5.	Notes Receivable

The Company had notes receivable of $10.5 million and $12.1 million at December 31, 2015 and 2014, respectively. The remaining single loan has a fixed interest rate of 7.0% with a maturity date of January 2019 and is secured by real estate held as collateral.


6.	Acquired Lease Intangibles

The Company had the following acquired lease intangibles:



	December 31,
(in thousands)	2015			2014
In-place leases	$	77,691		71,696
Above-market leases	14,841			15,020
Below-market ground leases	58,487			1,761
Total intangible assets	$	151,019		88,477
Accumulated amortization	(45,639		)	(36,112	)
Acquired lease intangible assets, net	$	105,380		52,365

Acquired lease intangible liabilities	$	59,589		46,136
Accumulated accretion	(17,555		)	(13,993	)
Acquired lease intangible liabilities, net	$	42,034		32,143

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



	Year ended December 31,
(in thousands)	2015		2014	2013	Remaining Weighted Average Amortization/Accretion Period (in years)
In-place lease amortization	$	9,141	10,365	7,441	6.2
Above-market lease amortization ⁽¹⁾	1,950		1,795	1,246	6.6
Below-market ground lease amortization ⁽³⁾	351		23	22	58.2
Acquired lease intangible asset amortization	$	11,442	12,183	8,709

Acquired lease intangible liability accretion ⁽²⁾⁽³⁾	$	4,155	4,590	3,726	13.2

⁽¹⁾ Amounts are recorded as a reduction to minimum rent.

⁽²⁾ Amounts are recorded as an increase to minimum rent.

⁽³⁾ Above and below market ground lease amortization and accretion are recorded as an offset to other operating expenses.

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,	Amortization Expense		Net Accretion
2016	$	10,293	4,181
2017	8,309		3,889
2018	6,899		3,395
2019	5,947		3,202
2020	5,055		3,033

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

7. Income Taxes

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



	Year ended December 31,
	2015	2014	2013
Dividend per share	$1.94	1.88	1.85
Ordinary income	71%	70%	70%
Capital gain	5%	16%	6%
Return of capital	19%	14%	—%
Qualified dividend income	5%	—%	24%

RRG is subject to federal and state income taxes and files separate tax returns. Income tax expense (benefit) differed from the amounts computed by applying the U.S. Federal income tax rate of 34% to pretax income of RRG, with all income tax (benefit) expense being current, as follows:



	Year ended December 31,
(in thousands)	2015				2014			2013
Computed expected tax expense (benefit)	$	1,730			5,140			1,677
Increase (decrease) in income tax resulting from state taxes	224				(629	)		98
Valuation allowance	(3,556		)		(3,301	)		(1,511	)
All other items	(2		)		(58	)		(264	)
Income tax (benefit) expense attributable to continuing operations	$	(1,604	)	⁽¹⁾	1,152		⁽¹⁾	—
⁽¹⁾ Includes $1.6 million of tax benefit and $2.2 million of tax expense presented with Gain on sale of real estate, net of tax on the Consolidated Statements of Operations, during the years ended December 31, 2015 and 2014, respectively.

The following table represents the Company's net deferred tax assets recorded in accounts payable and other liabilities in the accompanying Consolidated Balance Sheets:



	December 31,
(in thousands)	2015			2014
Deferred tax assets
Investments in real estate partnerships	$	1,676		8,427
Provision for impairment	6,242			3,299
Deferred interest expense	2,714			2,538
Capitalized costs under Section 263A	1,157			1,832
Employee benefits	148			385
Other	2,376			1,370
Deferred tax assets	14,313			17,851
Valuation allowance	(13,746		)	(17,302	)
Deferred tax assets, net	567			549
Deferred tax liabilities
Straight line rent	567			549
Deferred tax liabilities	567			549
Net deferred tax assets	$	—		—

During the years ended December 31, 2015 and 2014, the net change in the total valuation allowance was $3.6 million and $3.3 million, respectfully.

As of December 31, 2015, the projected future taxable income and unpredictable nature of potential property sales with built in losses within the TRS caused the Company to determine that it is still more likely than not that the net deferred tax assets will not be realized. As a result, the deferred tax asset continues to be fully reserved.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

8. Available-for-Sale Securities

Available-for-sale securities consist of investments held by our wholly-owned captive insurance subsidiary, which is required to maintain statutory minimum capital and surplus; therefore our access to these securities may be limited. Available-for-sale securities are included in other assets in the accompanying Consolidated Balance Sheets, and consist of the following:



	December 31, 2015
(in thousands)	Amortized Cost		Gains in Accumulated Other Comprehensive Loss	Losses in Accumulated Other Comprehensive Loss		Estimated Fair Value
Certificates of deposit	$	1,500	1	—		1,501
Corporate bonds	6,465		—	(44	)	6,421
	$	7,965	1	(44	)	7,922

Realized gains or losses on investments are recorded in our consolidated statements of operations within other income. Upon the sale of a security classified as available-for-sale, the security’s specific unrealized gain (loss) is reclassified out of accumulated other comprehensive loss into earnings based on the specific identification method. There were no reclassifications from accumulated other comprehensive loss into earnings during the year ended December 31, 2015 and there were $7.8 million in 2014.

The contractual maturities of available-for sale securities were as follows, with none held at December 31, 2014:



	December 31, 2015
(in thousands)	Less than 12 months		1-3 Years	Over 3 Years	Total
Certificates of deposit	$	1,251	—	250	1,501
Corporate bonds	251		4,121	2,049	6,421
	$	1,502	4,121	2,299	7,922

During the year ended ended December 31, 2014, the Company acquired shares of AmREIT common stock for a total investment of $14.3 million. Subsequently during the year, Regency liquidated its equity position in AmREIT for total proceeds of $22.1 million and incurred $1.8 million of pursuit costs, which are recognized within other operating expenses in the accompanying Consolidated Statements of Operations.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

9. Notes Payable and Unsecured Credit Facilities

The Company’s outstanding debt consists of the following:



	December 31,
(in thousands)	2015		2014
Notes payable:
Fixed rate mortgage loans	$	477,022	518,993
Variable rate mortgage loans ⁽¹⁾	34,154		29,839
Fixed rate unsecured loans	1,196,302		1,397,525
Total notes payable	1,707,478		1,946,357
Unsecured credit facilities:
Line	—		—
Term Loan	165,000		75,000
Total unsecured credit facilities	165,000		75,000
Total debt outstanding	$	1,872,478	2,021,357

⁽¹⁾ An interest rate swap is in place to establish a fixed interest rate of 3.696% on $28.1 million of this variable rate mortgage for both periods. The underlying debt maintains a variable interest rate of 1 month LIBOR plus 150 basis points and matures October 16, 2020. See note 10.

Notes Payable

Notes payable consist of mortgage loans secured by properties and unsecured public debt. Mortgage loans may be prepaid, but could be subject to yield maintenance premiums. Mortgage loans are generally due in monthly installments of principal and interest or interest only, whereas, interest on unsecured public 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, 2015, management of the Company believes it is in compliance with all financial covenants for its unsecured public debt.

As of December 31, 2015, the key terms of the Company's fixed rate notes payable are as follows:



		Fixed Interest Rates
	Maturing Through	Minimum	Maximum	Weighted Average
Secured mortgage loans	2032	3.30%	8.40%	6.10%
Unsecured public debt	2025	3.75%	6.00%	4.80%

Unsecured Credit Facilities

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

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 Earnings Before Interest Taxes Depreciation and Amortization (“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, 2015, management of the Company believes it is in compliance with all financial covenants for the Line and Term Loan.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

The key terms of the Line and Term Loan follow:

December 31, 2015

(in thousands)

Total Capacity

Remaining Capacity

Maturity

Variable Interest Rate ⁽⁵⁾

Fee

Line

800,000

⁽¹⁾

794,100

⁽²⁾

5/13/2019

⁽³⁾

LIBOR plus 0.925 basis points

0.150%

⁽⁴⁾

Term Loan

165,000

—

6/27/2019

LIBOR plus 0.975 basis points

⁽⁶⁾

⁽¹⁾The Company has the ability to increase the Line through an accordion feature to $1.0 billion.

⁽²⁾ Borrowing capacity is reduced by the balance of outstanding borrowings and commitments under outstanding letters of credit.

⁽³⁾Maturity is subject to two six month extensions at the Company's option.

⁽⁴⁾The unused facility fee is subject to an adjustment based on the higher of the Company's corporate credit ratings from Moody's and S&P.

⁽⁵⁾ Interest rate is subject to Regency maintaining its corporate credit and senior unsecured ratings at BBB.

⁽⁶⁾ Annual fee.

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



(in thousands)	December 31, 2015
Scheduled Principal Payments and Maturities by Year:	Scheduled Principal Payments		Mortgage Loan Maturities	Unsecured Maturities ⁽¹⁾		Total
2016	$	6,167	41,442	—		47,609
2017	5,778		117,298	300,000		423,076
2018	5,103		57,358	—		62,461
2019	4,130		106,000	165,000		275,130
2020	3,986		84,011	150,000		237,997
Beyond 5 Years	12,347		58,254	750,000		820,601
Unamortized debt premiums (discounts), net	—		9,302	(3,698	)	5,604
Total notes payable	$	37,511	473,665	1,361,302		1,872,478

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

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

10. 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)							Liabilities ⁽²⁾
Effective Date	Maturity Date	Early Termination Date ⁽¹⁾		Notional Amount	Bank Pays Variable Rate of	Regency Pays Fixed Rate of	2015			2014
10/16/13	10/16/20	N/A		28,100	1 Month LIBOR	2.196%	$	(898	)	(764	)
8/1/15	8/1/25	2/1/16	⁽³⁾	75,000	3 Month LIBOR	2.479%	—			(289	)
8/1/15	8/1/25	2/1/16	⁽³⁾	50,000	3 Month LIBOR	2.479%	—			(193	)
8/1/15	8/1/25	2/1/16	⁽³⁾	50,000	3 Month LIBOR	2.479%	—			(193	)
8/1/15	8/1/25	2/1/16	⁽³⁾	45,000	3 Month LIBOR	3.412%	—			(3,964	)
6/15/17	6/15/27	12/15/17		20,000	3 Month LIBOR	3.488%	(1,798		)	(1,227	)
6/15/17	6/15/27	12/15/17		100,000	3 Month LIBOR	3.480%	(8,922		)	(6,080	)
6/15/17	6/15/27	12/15/17		100,000	3 Month LIBOR	3.480%	(8,921		)	(6,084	)
Total derivative financial instruments							$	(20,539	)	(18,794	)

⁽¹⁾Represents the date specified in the agreement for either optional or mandatory early termination which will result in cash settlement.

⁽²⁾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.

⁽³⁾In connection with the issuance of $250.0 million of 3.9% fixed rate ten-year unsecured public debt in August 2015, the Company terminated and settled these swaps, resulting in cash payments of $7.3 million. The settlement value of these swaps will amortize through interest expense over the life of the debt.

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 currently does not have any derivatives that are not designated as hedges. The Company has master netting agreements, however the Company does not have multiple derivatives subject to a single master netting agreement with the same counterparties. Therefore none are offset in the accompanying Consolidated Balance Sheets.

The Company expects to issue new debt in 2017. In order to mitigate the risk of interest rate volatility, the Company previously entered into $220 million of forward starting interest rate swaps to partially hedge the new debt expected to in 2017. These interest rate swaps lock in the 10-year treasury rate and swap spread at a weighted average fixed rate of 3.48%. A current market based credit spread applicable to Regency will be added to the locked in fixed rate at time of issuance that will determine the final bond yield.

The effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in accumulated other comprehensive income (loss) ("AOCI") and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings within interest expense.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

The following table represents the effect of the derivative financial instruments on the accompanying consolidated financial statements:



Derivatives in FASB ASC Topic 815 Cash Flow Hedging Relationships:	Amount of Gain (Loss) Recognized in Other Comprehensive Loss on Derivative (Effective Portion)						Location and Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)								Location and Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
	Year ended December 31,							Year ended December 31,								Year ended December 31,
(in thousands)	2015			2014		2013		2015			2014		2013			2015		2014	2013
Interest rate swaps	$	(10,089	)	(49,968	)	30,985	Interest expense	$	(9,152	)	(9,353	)	(9,433	)	Other expenses	$	—	—	—

As of December 31, 2015, the Company expects $9.2 million of net deferred losses on derivative instruments accumulated in other comprehensive income to be reclassified into earnings during the next 12 months, of which $8.3 million is related to previously settled swaps.

11. 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,
	2015			2014
(in thousands)	Carrying Amount		Fair Value	Carrying Amount		Fair Value
Financial assets:
Notes receivable	$	10,480	10,620	$	12,132	11,980
Financial liabilities:
Notes payable	$	1,707,478	1,793,200	$	1,946,357	2,116,000
Unsecured credit facilities	$	165,000	165,300	$	75,000	75,000

The table above reflects carrying amounts in the accompanying Consolidated Balance Sheets under the indicated captions. The above fair values represent 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, 2015 and 2014. 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.

The following methods and assumptions were used to estimate the fair value of these financial instruments:

Notes Receivable

The fair value of the Company's notes receivable is estimated by calculating the present value of future contractual cash flows discounted at interest rates available for notes of the same terms and maturities, adjusted for counter-party specific credit risk. The fair value of notes receivable was determined primarily using Level 3 inputs of the fair value hierarchy, which considered counter-party credit risk and loan to value ratio on the underlying property securing the note receivable.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

Notes Payable

The fair value of the Company's unsecured debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities. The fair value of the unsecured debt was determined using Level 2 inputs of the fair value hierarchy.

The fair value of the Company's mortgage notes payable is estimated by discounting future cash flows of each instrument at rates that reflect the current market rates available to the Company for debt of the same terms and maturities. Fixed rate loans assumed in connection with real estate acquisitions are recorded in the accompanying consolidated financial statements at fair value at the time the property is acquired. The fair value of the mortgage notes payable was determined using Level 2 inputs of the fair value hierarchy.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

Unsecured Credit Facilities

The fair value of the Company's unsecured credit facilities is estimated based on the interest rates currently offered to the Company by financial institutions. The fair value of the credit facilities was determined using Level 2 inputs of the fair value hierarchy.

The following interest rates were used by the Company to estimate the fair value of its financial instruments:



	December 31,
	2015		2014
	Low	High	Low	High
Notes receivable	6.3%	6.3%	7.4%	7.4%
Notes payable	2.8%	4.2%	0.9%	3.4%
Unsecured credit facilities	1.1%	1.1%	1.3%	1.3%

(b) Fair Value Measurements

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

Trading Securities Held in Trust

The Company has investments in marketable securities, which are assets of the non-qualified deferred compensation plan ("NQDCP"), that are classified as trading securities held in trust on the accompanying Consolidated Balance Sheets. The fair value of the trading securities held in trust was determined using quoted prices in active markets, which are considered Level 1 inputs of the fair value hierarchy. Changes in the value of trading securities are recorded within net investment (income) loss from deferred compensation plan in the accompanying Consolidated Statements of Operations.

Available-for-Sale Securities

Available-for-sale 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 securities are recognized through other comprehensive income.

Interest Rate Derivatives

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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

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, 2015
				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:
Trading securities held in trust	$	29,093		29,093	—		—
Available-for-sale securities	7,922			—	7,922		—
Total	$	37,015		29,093	7,922		—
Liabilities:
Interest rate derivatives	$	(20,539	)	—	(20,539	)	—



	Fair Value Measurements as of December 31, 2014
				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:
Trading securities held in trust	$	28,134		28,134	—		—
Liabilities:
Interest rate derivatives	$	(18,794	)	—	(18,794	)	—

During the year ended December 31, 2015, the Company recognized no impairment on long lived assets held while the Company recognized a $175,000 impairment on 2 parcels of land during the year ended December 31, 2014.

100

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

12. Equity and Capital

Preferred Stock of the Parent Company

Terms and conditions of the preferred stock outstanding are summarized as follows:



	Preferred Stock Outstanding as of December 31, 2015 and 2014
	Date of Issuance	Shares Issued and Outstanding	Liquidation Preference		Distribution Rate	Callable By Company
Series 6	2/16/2012	10,000,000	$	250,000,000	6.625%	2/16/2017
Series 7	8/23/2012	3,000,000	75,000,000		6.000%	8/23/2017
		13,000,000	$	325,000,000

The Series 6 and 7 preferred shares are perpetual, absent a change in control of the Parent Company, are not convertible into common stock of the Parent Company, and are redeemable at par upon the Company’s election beginning 5 years after the issuance date. None of the terms of the preferred stock contain any unconditional obligations that would require the Company to redeem the securities at any time or for any purpose.

Common Stock of the Parent Company

Issuances:

Under the Parent Company's March 2014 prospectus supplement filed with the Securities and Exchange Commission with respect to an ATM equity offering program, the Parent Company may sell up to $200.0 million of common stock at prices determined by the market at the time of sale. As of December 31, 2015, $83.3 million in common stock remained available for issuance under this ATM equity program.

The following table presents the shares that were issued under the ATM equity program:



	Year ended December 31,
	2015		2014
Shares issued	189,266		1,730,363
Weighted average price per share	$	67.86	60.00
Gross proceeds (in thousands)	$	12,843	103,821
Commissions (in thousands)	$	161	1,369

In January 2015, the Parent Company entered into a forward sale and an underwritten public offering of 2.875 million shares of its common stock at a price of $67.40 per share which resulted in net proceeds of $186.0 million upon settlement in November 2015.

Preferred Units of the Operating Partnership

Preferred units for the Parent Company are outstanding in relation to the Parent Company's preferred stock, as discussed above.

Common Units of the Operating Partnership

Issuances:

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

101

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

General Partner

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



	December 31,
(in thousands)	2015	2014
Partnership units owned by the general partner	97,213	94,108
Total partnership units outstanding	97,367	94,262
Percentage of partnership units owned by the general partner	99.8%	99.8%

Limited Partners

The Operating Partnership had 154,170 limited Partnership Units outstanding as of December 31, 2015 and 2014.

Noncontrolling Interests of Limited Partners' Interests in Consolidated Partnerships

Limited partners’ interests in consolidated partnerships not owned by the Company are classified as noncontrolling interests on the accompanying Consolidated Balance Sheets of the Parent Company. Subject to certain conditions and pursuant to the conditions of the agreement, the Company has the right, but not the obligation, to purchase the other member’s interest or sell its own interest in these consolidated partnerships. As of December 31, 2015 and 2014, the noncontrolling interest in these consolidated partnerships was $30.5 million and $31.8 million, respectively.

102

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

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, 2012	$	(57,715	)	—		(57,715	)	(586	)	—		(586	)	(58,301	)
Other comprehensive income before reclassifications	30,879			—		30,879		106		—		106		30,985
Amounts reclassified from accumulated other comprehensive income	9,432			—		9,432		1		—		1		9,433
Current period other comprehensive income, net	40,311			—		40,311		107		—		107		40,418
Balance as of December 31, 2013	$	(17,404	)	—		(17,404	)	(479	)	—		(479	)	(17,883	)
Other comprehensive income before reclassifications	(49,524		)	7,752		(41,772	)	(444	)	13		(431	)	(42,203	)
Amounts reclassified from accumulated other comprehensive income	9,180			(7,752	)	1,428		173		(13	)	160		1,588
Current period other comprehensive income, net	(40,344		)	—		(40,344	)	(271	)	—		(271	)	(40,615	)
Balance as of December 31, 2014	$	(57,748	)	—		(57,748	)	(750	)	—		(750	)	(58,498	)
Other comprehensive income before reclassifications	(9,897		)	(43	)	(9,940	)	(192	)	—		(192	)	(10,132	)
Amounts reclassified from accumulated other comprehensive income	8,995			—		8,995		157		—		157		9,152
Current period other comprehensive income, net	(902		)	(43	)	(945	)	(35	)	—		(35	)	(980	)
Balance as of December 31, 2015	$	(58,650	)	(43	)	(58,693	)	(785	)	—		(785	)	(59,478	)

The following represents amounts reclassified out of AOCI into income:



AOCI Component	Amount Reclassified from AOCI into Income					Affected Line Item Where Net Income is Presented
	Year ended December 31,
(in thousands)	2015		2014		2013
Interest rate swaps	$	9,152	9,353		9,433	Interest expense
Realized gains on sale of available-for-sale securities	—		(7,765	)	—	Net investment (income) loss

103

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

13. 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)	2015			2014		2013
Restricted stock ⁽¹⁾	$	13,869		12,161		14,141
Directors' fees paid in common stock ⁽¹⁾	200			208		238
Capitalized stock-based compensation ⁽²⁾	(2,988		)	(2,707	)	(2,188	)
Stock-based compensation, net of capitalization	$	11,081		9,662		12,191

⁽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 stock-based compensation 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, 2015, there were 2.5 million shares available for grant under the Plan either through stock options or restricted stock.

Stock Option Awards

Stock options are granted under the Plan with an exercise price equal to the Parent Company's stock's price at the date of grant. All stock options granted have ten-year lives, contain vesting terms of one to five years from the date of grant and some have dividend equivalent rights. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton closed-form (“Black-Scholes”) option valuation model. The Company believes that the use of the Black-Scholes model meets the fair value measurement objectives of FASB ASC Topic 718 and reflects all substantive characteristics of the instruments being valued. There were no stock options granted during the years ended December 31, 2015, 2014 or 2013. There were no stock options exercised, forfeited or expired during the year ended December 31, 2015.

The following table summarizes stock options outstanding:



	Year ended December 31, 2015
	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2014	8,741	$	88.45	2.1	$	(216	)
Outstanding of of December 31, 2015	8,741	$	88.45	1.1	$	(178	)
Vested and expected to vest as of December 31, 2015	8,741	$	88.45	1.1	$	(178	)
Exercisable as of December 31, 2015 ⁽¹⁾	8,741	$	88.45	1.1	$	(178	)

⁽¹⁾The Company issues new shares to fulfill option exercises from its authorized shares available. The total intrinsic value of options exercised during the years ended December 31, 2014, and 2013 was approximately $1.3 million, and $141,000, respectively.

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

104

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

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.

The following table summarizes non-vested restricted stock activity:



	Year ended December 31, 2015
	Number of Shares	Intrinsic Value (in thousands)	Weighted Average Grant Price
Non-vested as of December 31, 2014	676,366
Add: Time-based awards granted^{(1) (4)}	119,714		$67.82
Add: Performance-based awards granted ^{(2) (4)}	8,760		$68.49
Add: Market-based awards granted ^{(3) (4)}	80,595		$72.89
Less: Vested and Distributed ⁽⁵⁾	268,747		$69.17
Less: Forfeited	1,268		$59.71
Non-vested as of December 31, 2015 ⁽⁶⁾	615,420	$41,922

⁽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:

⁽⁴⁾The weighted-average grant price for restricted stock granted during the years ended December 31, 2015, 2014, and 2013 was $69.80, $48.18, and $52.80, respectively.

⁽⁵⁾The total intrinsic value of restricted stock vested during the years ended December 31, 2015, 2014, and 2013 was $18.6 million, $12.4 million, and $11.5 million, respectively.

⁽⁶⁾ As of December 31, 2015, there was $12.0 million of unrecognized compensation cost related to non-vested restricted stock granted under the Parent Company's Long-Term Omnibus 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.

105

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

14. Saving and Retirement Plans

401(k) Retirement Plan

The Company maintains a 401(k) retirement plan covering substantially all employees, which permits participants to defer up to the maximum allowable amount determined by the IRS of their eligible compensation. 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, 2015. Additionally, an annual profit sharing contribution is made, which vests over a three year period. Costs for Company contributions to the plan totaled $3.1 million, $2.8 million and $2.7 million for the years ended December 31, 2015, 2014, and 2013, 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 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)	2015		2014
Assets:
Trading securities held in trust	$	29,093	28,134
Liabilities:
Accounts payable and other liabilities	$	28,632	27,621

⁽¹⁾Assets and liabilities of the Rabbi trust are exclusive of the shares of the Company's common stock.

Realized and unrealized gains and losses on trading securities are recognized within income from deferred compensation plan 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.

106

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

15. 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)	2015		2014	2013
Numerator:
Continuing Operations
Income from operations	$	116,937	133,770	84,297
Gain on sale of real estate	35,606		55,077	1,703
Less: income attributable to noncontrolling interests	2,487		1,457	1,360
Income from continuing operations attributable to the Company	150,056		187,390	84,640
Less: preferred stock dividends and other	21,062		21,515	21,510
Income from continuing operations attributable to common stockholders - basic	$	128,994	165,875	63,130
Income from continuing operations attributable to common stockholders - diluted	$	128,994	165,938	63,175
Discontinued Operations
Income from discontinued operations	—		—	65,285
Less: income from discontinued operations attributable to noncontrolling interests	—		—	121
Income from discontinued operations attributable to the Company	—		—	65,164
Net Income
Net income attributable to common stockholders - basic	128,994		165,875	128,294
Net income attributable to common stockholders - diluted	$	128,994	165,938	128,339
Denominator:
Weighted average common shares outstanding for basic EPS	94,391		92,370	91,383
Weighted average common shares outstanding for diluted EPS	94,856		92,404	91,409
Income per common share – basic
Continuing operations	$	1.37	1.80	0.69
Discontinued operations	—		—	0.71
Net income (loss) attributable to common stockholders	$	1.37	1.80	1.40
Income per common share – diluted
Continuing operations	$	1.36	1.80	0.69
Discontinued operations	—		—	0.71
Net income (loss) attributable to common stockholders	$	1.36	1.80	1.40

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 have no impact. Weighted average exchangeable Operating Partnership units outstanding for the years ended December 31, 2015, 2014, and 2013 were 154,170, 157,950, and 171,886, respectively.

107

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

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)	2015		2014	2013
Numerator:
Continuing Operations
Income from operations	$	116,937	133,770	84,297
Gain on sale of real estate	35,606		55,077	1,703
Less: income attributable to noncontrolling interests	2,247		1,138	1,084
Income from continuing operations attributable to the Partnership	150,296		187,709	84,916
Less: preferred unit distributions and other	21,062		21,515	21,510
Income from continuing operations attributable to common unit holders - basic	129,234		166,194	63,406
Income from continuing operations attributable to common unit holders - diluted	129,234		166,257	63,451
Discontinued Operations
Income from discontinued operations	—		—	65,285
Less: income from discontinued operations attributable to noncontrolling interests	—		—	121
Income from discontinued operations attributable to the Partnership	—		—	65,164
Net Income
Net income attributable to common unit holders - basic	129,234		166,194	128,570
Net income attributable to common unit holders - diluted	$	129,234	166,257	128,615
Denominator:
Weighted average common units outstanding for basic EPU	94,546		92,528	91,555
Weighted average common units outstanding for diluted EPU	95,011		92,562	91,581
Income (loss) per common unit – basic
Continuing operations	$	1.37	1.80	0.69
Discontinued operations	—		—	0.71
Net income (loss) attributable to common unit holders	$	1.37	1.80	1.40
Income (loss) per common unit – diluted
Continuing operations	$	1.36	1.80	0.69
Discontinued operations	—		—	0.71
Net income (loss) attributable to common unit holders	$	1.36	1.80	1.40

108

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

16. Operating Leases

The Company's properties are leased to tenants under operating leases. Our leases for tenant space under 5,000 square feet generally have terms ranging from three to five years. Leases greater than 10,000 square feet generally have 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, 2015, excluding both tenant reimbursements of operating expenses and additional percentage rent based on tenants' sales volume, are as follows:



In Process Year Ending December 31,	Future Minimum Rents (in thousands)
2016	$	414,025
2017	372,266
2018	323,354
2019	278,450
2020	228,796
Thereafter	1,037,783
Total	$	2,654,674

The shopping centers' tenant base primarily includes national and regional supermarkets, drug stores, discount department stores, and other retailers and, consequently, the credit risk is concentrated in the retail industry. There were no tenants that individually represented more than 5% of the Company's annualized future minimum rents.

The Company has shopping centers that are subject to non-cancelable, long-term ground leases where a third party owns and has leased the underlying 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. 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 2027, and in most cases, provide for renewal options. Leasehold improvements are capitalized, recorded as tenant improvements, and depreciated over the shorter of the useful life of the improvements or the lease term.

Operating lease expense, including capitalized ground lease payments on properties in development, was $9.5 million, $8.9 million, and $8.5 million for the years ended December 31, 2015, 2014, and 2013, respectively. The following table summarizes the future obligations under non-cancelable operating leases as of December 31, 2015:



In Process Year Ending December 31,	Future Obligations (in thousands)
2016	$	8,450
2017	7,599
2018	7,374
2019	7,106
2020	6,393
Thereafter	253,900
Total	$	290,822

17. Commitments and Contingencies

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.

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; however, it can give no assurance that existing environmental studies with respect to the shopping centers have revealed all potential

109

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2015

environmental 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 environmental liability to the Company.

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 to facilitate the construction of development projects. As of December 31, 2015 and 2014, the Company had $5.9 million in letters of credit outstanding.

18. 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, 2015 and 2014:



(in thousands except per share and per unit data)	First Quarter		Second Quarter	Third Quarter	Fourth Quarter
Year ended December 31, 2015

Operating Data:
Revenue	$	140,399	141,129	142,068	146,167

Net income attributable to common stockholders	$	25,174	32,480	53,731	17,609
Net income attributable to exchangeable operating partnership units	49		61	94	36
Net income attributable to common unit holders	$	25,223	32,541	53,825	17,645

Net income attributable to common stock and unit holders per share and unit:
Basic	$	0.27	0.35	0.57	0.18
Diluted	$	0.27	0.34	0.57	0.18

Year ended December 31, 2014

Operating Data:
Revenue	$	133,280	134,892	133,559	136,167

Net income attributable to common stockholders	$	19,389	25,482	47,942	73,515
Net income attributable to exchangeable operating partnership units	42		53	90	134
Net income attributable to common unit holders	$	19,431	25,535	48,032	73,649

Net income attributable to common stock and unit holders per share and unit:
Basic	$	0.21	0.28	0.52	0.79
Diluted	$	0.21	0.28	0.52	0.79

110



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Schedule III - Consolidated Real Estate and Accumulated Depreciation December 31, 2015 (in thousands)

	Initial Cost					Total Cost				Net Cost
Shopping Centers ⁽¹⁾	Land		Building & Improvements	Cost Capitalized Subsequent to Acquisition ⁽²⁾		Land	Building & Improvements	Total	Accumulated Depreciation	Net of Accumulated Depreciation	Mortgages
4S Commons Town Center	$	30,760	35,830	797		30,812	36,575	67,387	18,476	48,911	62,500
Airport Crossing	1,748		1,690	156		1,744	1,850	3,594	885	2,709	—
Amerige Heights Town Center	10,109		11,288	440		10,109	11,728	21,837	3,317	18,520	16,349
Anastasia Plaza	9,065		—	470		3,338	6,197	9,535	1,653	7,882	—
Ashburn Farm Market Center	9,835		4,812	145		9,835	4,957	14,792	3,810	10,982	—
Ashford Perimeter	2,584		9,865	879		2,584	10,744	13,328	6,412	6,916	—
Augusta Center	5,142		2,720	(5,632	)	1,366	864	2,230	436	1,794	—
Aventura Shopping Center	2,751		10,459	30		2,751	10,489	13,240	10,330	2,910	—
Balboa Mesa Shopping Center	23,074		33,838	13,857		27,765	43,004	70,769	5,496	65,273	—
Belleview Square	8,132		9,756	2,358		8,323	11,923	20,246	6,105	14,141	—
Berkshire Commons	2,295		9,551	1,905		2,965	10,786	13,751	6,804	6,947	7,500
Blackrock	22,251		20,815	132		22,251	20,946	43,197	1,787	41,410	19,828
Bloomingdale Square	3,940		14,912	2,081		3,940	16,993	20,933	7,997	12,936	—
Boulevard Center	3,659		10,787	1,188		3,659	11,975	15,634	5,872	9,762	—
Boynton Lakes Plaza	2,628		11,236	4,606		3,606	14,864	18,470	5,692	12,778	—
Brentwood Plaza	2,788		3,473	286		2,788	3,759	6,547	836	5,711	—
Briarcliff La Vista	694		3,292	461		694	3,753	4,447	2,442	2,005	—
Briarcliff Village	4,597		24,836	1,164		4,597	26,000	30,597	15,674	14,923	—
Brickwalk	25,299		41,995	183		25,299	42,178	67,477	2,639	64,838	31,514
Bridgeton	3,033		8,137	107		3,067	8,210	11,277	1,528	9,749	—
Brighten Park	3,983		18,687	2,162		3,926	20,906	24,832	11,241	13,591	—
Buckhead Court	1,417		7,432	835		1,417	8,267	9,684	5,271	4,413	—
Buckley Square	2,970		5,978	836		2,970	6,814	9,784	3,520	6,264	—
Buckwalter Place Shopping Ctr	6,563		6,590	498		6,783	6,868	13,651	3,058	10,593	—
Caligo Crossing	2,459		4,897	144		2,546	4,954	7,500	2,064	5,436	—
Cambridge Square	774		4,347	725		774	5,072	5,846	2,768	3,078	—
Carmel Commons	2,466		12,548	4,737		3,422	16,329	19,751	7,570	12,181	—
Carriage Gate	833		4,974	2,782		1,302	7,287	8,589	4,730	3,859	—
Centerplace of Greeley III	6,661		11,502	1,621		5,690	14,094	19,784	4,225	15,559	—
Chasewood Plaza	4,612		20,829	4,737		6,511	23,667	30,178	13,365	16,813	—
Cherry Grove	3,533		15,862	2,286		3,533	18,148	21,681	8,133	13,548	—
Clayton Valley Shopping Center	24,189		35,422	2,261		24,538	37,334	61,872	18,678	43,194	—

111



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Schedule III - Consolidated Real Estate and Accumulated Depreciation December 31, 2015 (in thousands)

	Initial Cost				Total Cost				Net Cost
Shopping Centers ⁽¹⁾	Land	Building & Improvements	Cost Capitalized Subsequent to Acquisition ⁽²⁾		Land	Building & Improvements	Total	Accumulated Depreciation	Net of Accumulated Depreciation	Mortgages
Clybourn Commons	15,056	5,594	118		15,056	5,712	20,768	458	20,310	—
Cochran's Crossing	13,154	12,315	848		13,154	13,163	26,317	8,208	18,109	—
Corkscrew Village	8,407	8,004	171		8,407	8,175	16,582	2,726	13,856	7,642
Cornerstone Square	1,772	6,944	1,145		1,772	8,089	9,861	4,576	5,285	—
Corvallis Market Center	6,674	12,244	388		6,696	12,610	19,306	4,124	15,182	—
Costa Verde Center	12,740	26,868	1,609		12,798	28,419	41,217	13,910	27,307	—
Courtyard Landcom	5,867	4	3		5,867	7	5,874	1	5,873	—
Culpeper Colonnade	15,944	10,601	4,876		16,258	15,163	31,421	6,911	24,510	—
Dardenne Crossing	4,194	4,005	253		4,343	4,109	8,452	1,056	7,396	—
Delk Spectrum	2,985	12,001	1,444		3,000	13,430	16,430	6,392	10,038	—
Diablo Plaza	5,300	8,181	1,123		5,300	9,304	14,604	4,243	10,361	—
Dunwoody Village	3,342	15,934	3,219		3,342	19,153	22,495	11,360	11,135	—
East Pointe	1,730	7,189	1,997		1,937	8,979	10,916	4,331	6,585	—
East Washington Place	15,993	40,151	1,570		15,509	42,205	57,714	4,992	52,722	—
El Camino Shopping Center	7,600	11,538	1,154		7,600	12,692	20,292	5,338	14,954	—
El Cerrito Plaza	11,025	27,371	859		11,025	28,230	39,255	7,278	31,977	37,989
El Norte Parkway Plaza	2,834	7,370	3,198		3,263	10,139	13,402	4,118	9,284	—
Encina Grande	5,040	11,572	(107	)	5,040	11,465	16,505	8,180	8,325	—
Fairfax Shopping Center	15,239	11,367	(5,539	)	13,175	7,892	21,067	2,107	18,960	—
Fairfield	6,731	29,420	432		6,731	29,852	36,583	1,793	34,790	—
Falcon	1,340	4,168	162		1,340	4,330	5,670	1,607	4,063	—
Fellsway Plaza	30,712	7,327	5,913		32,982	10,970	43,952	1,671	42,281	34,154
Fenton Marketplace	2,298	8,510	(8,307	)	512	1,989	2,501	417	2,084	—
Fleming Island	3,077	11,587	2,771		3,111	14,324	17,435	6,004	11,431	—
Fountain Square	29,650	28,286	208		29,650	28,494	58,144	1,624	56,520	—
French Valley Village Center	11,924	16,856	111		11,822	17,069	28,891	9,223	19,668	—
Friars Mission Center	6,660	28,021	1,244		6,660	29,265	35,925	12,430	23,495	—
Gardens Square	2,136	8,273	444		2,136	8,717	10,853	4,228	6,625	—
Gateway 101	24,971	9,113	26		24,971	9,139	34,110	3,163	30,947	—
Gateway Shopping Center	52,665	7,134	2,240		52,671	9,368	62,039	10,790	51,249	—
Gelson's Westlake Market Plaza	3,157	11,153	372		3,157	11,525	14,682	4,913	9,769	—
Glen Oak Plaza	4,103	12,951	475		4,103	13,426	17,529	2,492	15,037	—

112



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Schedule III - Consolidated Real Estate and Accumulated Depreciation December 31, 2015 (in thousands)

	Initial Cost				Total Cost				Net Cost
Shopping Centers ⁽¹⁾	Land	Building & Improvements	Cost Capitalized Subsequent to Acquisition ⁽²⁾		Land	Building & Improvements	Total	Accumulated Depreciation	Net of Accumulated Depreciation	Mortgages
Glenwood Village	1,194	5,381	278		1,194	5,659	6,853	3,704	3,149	—
Golden Hills Plaza	12,699	18,482	2,815		12,054	21,942	33,996	5,777	28,219	—
Grand Ridge Plaza	24,208	61,033	3,053		24,879	63,415	88,294	7,731	80,563	11,125
Hancock	8,232	28,260	1,272		8,232	29,532	37,764	13,895	23,869	—
Harpeth Village Fieldstone	2,284	9,443	516		2,284	9,959	12,243	4,425	7,818	—
Harris Crossing	7,199	3,677	(13	)	7,152	3,711	10,863	1,827	9,036	—
Heritage Land	12,390	—	(453	)	11,937	—	11,937	—	11,937	—
Heritage Plaza	—	26,097	13,672		278	39,491	39,769	14,150	25,619	—
Hershey	7	808	7		7	815	822	326	496	—
Hibernia Pavilion	4,929	5,065	11		4,929	5,076	10,005	2,087	7,918	—
Hibernia Plaza	267	230	(3	)	267	227	494	70	424	—
Hickory Creek Plaza	5,629	4,564	276		5,629	4,840	10,469	2,999	7,470	—
Hillcrest Village	1,600	1,909	51		1,600	1,960	3,560	847	2,713	—
Hilltop Village	2,995	4,581	1,710		3,132	6,154	9,286	947	8,339	7,500
Hinsdale	5,734	16,709	10,352		7,985	24,810	32,795	8,912	23,883	—
Holly Park	8,975	23,799	(97	)	8,828	23,849	32,677	1,853	30,824	—
Howell Mill Village	5,157	14,279	2,105		5,157	16,384	21,541	4,111	17,430	—
Hyde Park	9,809	39,905	2,507		9,809	42,412	52,221	21,138	31,083	—
Indian Springs	24,974	25,903	18		25,034	25,861	50,895	1,085	49,810	—
Indio Towne Center	17,946	31,985	81		17,317	32,695	50,012	11,375	38,637	—
Inglewood Plaza	1,300	2,159	299		1,300	2,458	3,758	1,133	2,625	—
Jefferson Square	5,167	6,445	(7,215	)	1,894	2,503	4,397	356	4,041	—
Keller Town Center	2,294	12,841	652		2,404	13,383	15,787	5,648	10,139	—
Kent Place	4,855	3,544	742		5,228	3,913	9,141	458	8,683	8,250
Kirkwood Commons	6,772	16,224	478		6,802	16,672	23,474	2,838	20,636	10,528
Kroger New Albany Center	3,844	6,599	646		3,844	7,245	11,089	4,768	6,321	—
Lake Pine Plaza	2,008	7,632	512		2,029	8,123	10,152	3,700	6,452	—
Lebanon/Legacy Center	3,913	7,874	92		3,913	7,966	11,879	4,983	6,896	—
Littleton Square	2,030	8,859	(4,063	)	2,418	4,408	6,826	1,427	5,399	—
Lloyd King	1,779	10,060	1,121		1,779	11,181	12,960	5,156	7,804	—
Loehmanns Plaza California	5,420	9,450	799		5,420	10,249	15,669	4,810	10,859	—
Lower Nazareth Commons	15,992	12,964	3,268		16,343	15,881	32,224	6,312	25,912	—

113



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Schedule III - Consolidated Real Estate and Accumulated Depreciation December 31, 2015 (in thousands)

	Initial Cost				Total Cost				Net Cost
Shopping Centers ⁽¹⁾	Land	Building & Improvements	Cost Capitalized Subsequent to Acquisition ⁽²⁾		Land	Building & Improvements	Total	Accumulated Depreciation	Net of Accumulated Depreciation	Mortgages
Market at Colonnade Center	6,455	9,839	60		6,160	10,194	16,354	2,327	14,027	—
Market at Preston Forest	4,400	11,445	1,170		4,400	12,615	17,015	5,613	11,402	—
Market at Round Rock	2,000	9,676	6,214		2,000	15,890	17,890	7,024	10,866	—
Marketplace Shopping Center	1,287	5,509	5,103		1,330	10,569	11,899	5,024	6,875	—
Marketplace at Briargate	1,706	4,885	39		1,727	4,903	6,630	2,091	4,539	—
Millhopper Shopping Center	1,073	5,358	4,960		1,796	9,595	11,391	6,049	5,342	—
Mockingbird Commons	3,000	10,728	775		3,000	11,503	14,503	5,363	9,140	10,300
Monument Jackson Creek	2,999	6,765	670		2,999	7,435	10,434	4,922	5,512	—
Morningside Plaza	4,300	13,951	492		4,300	14,443	18,743	6,610	12,133	—
Murryhill Marketplace	2,670	18,401	1,976		2,670	20,377	23,047	9,031	14,016	—
Naples Walk	18,173	13,554	571		18,173	14,125	32,298	4,468	27,830	14,488
Newberry Square	2,412	10,150	382		2,412	10,532	12,944	7,270	5,674	—
Newland Center	12,500	10,697	902		12,500	11,599	24,099	5,761	18,338	—
Nocatee Town Center	10,124	8,691	558		8,695	10,678	19,373	2,820	16,553	—
North Hills	4,900	19,774	1,085		4,900	20,859	25,759	9,422	16,337	—
Northgate Marketplace	5,668	13,727	(101	)	4,995	14,299	19,294	2,682	16,612	—
Northgate Plaza (Maxtown Road)	1,769	6,652	255		1,769	6,907	8,676	3,413	5,263	—
Northgate Square	5,011	8,692	702		5,011	9,394	14,405	2,910	11,495	—
Northlake Village	2,662	11,284	1,215		2,686	12,475	15,161	5,360	9,801	—
Oak Shade Town Center	6,591	28,966	518		6,591	29,484	36,075	4,675	31,400	9,208
Oakbrook Plaza	4,000	6,668	321		4,000	6,989	10,989	3,207	7,782	—
Oakleaf Commons	3,503	11,671	247		3,510	11,911	15,421	4,350	11,071	—
Ocala Corners	1,816	10,515	370		1,816	10,885	12,701	2,181	10,520	4,826
Old St Augustine Plaza	2,368	11,405	218		2,368	11,623	13,991	5,951	8,040	—
Paces Ferry Plaza	2,812	12,639	441		2,812	13,080	15,892	8,010	7,882	—
Panther Creek	14,414	14,748	3,044		15,212	16,994	32,206	10,251	21,955	—
Peartree Village	5,197	19,746	859		5,197	20,605	25,802	10,404	15,398	6,836
Persimmons Place	25,979	37,101	—		25,979	37,101	63,080	1,162	61,918	—
Pike Creek	5,153	20,652	1,613		5,251	22,167	27,418	10,446	16,972	—
Pima Crossing	5,800	28,143	1,515		5,800	29,658	35,458	13,956	21,502	—
Pine Lake Village	6,300	10,991	816		6,300	11,807	18,107	5,456	12,651	—
Pine Tree Plaza	668	6,220	610		668	6,830	7,498	3,045	4,453	—

114



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Schedule III - Consolidated Real Estate and Accumulated Depreciation December 31, 2015 (in thousands)

	Initial Cost				Total Cost				Net Cost
Shopping Centers ⁽¹⁾	Land	Building & Improvements	Cost Capitalized Subsequent to Acquisition ⁽²⁾		Land	Building & Improvements	Total	Accumulated Depreciation	Net of Accumulated Depreciation	Mortgages
Plaza Hermosa	4,200	10,109	3,031		4,202	13,138	17,340	4,916	12,424	13,800
Powell Street Plaza	8,248	30,716	1,998		8,248	32,714	40,962	12,432	28,530	—
Powers Ferry Square	3,687	17,965	6,306		5,321	22,637	27,958	12,546	15,412	—
Powers Ferry Village	1,191	4,672	499		1,191	5,171	6,362	3,191	3,171	—
Prairie City Crossing	4,164	13,032	381		4,164	13,413	17,577	5,150	12,427	—
Prestonbrook	7,069	8,622	257		7,069	8,879	15,948	5,983	9,965	6,800
Preston Oaks	763	30,438	398		763	30,836	31,599	2,451	29,148	—
Red Bank	10,336	9,505	(115	)	10,110	9,616	19,726	1,953	17,773	—
Regency Commons	3,917	3,616	236		3,917	3,852	7,769	1,989	5,780	—
Regency Solar (Saugus)	—	—	758		6	752	758	78	680	—
Regency Square	4,770	25,191	4,768		5,060	29,669	34,729	20,863	13,866	—
Rona Plaza	1,500	4,917	186		1,500	5,103	6,603	2,604	3,999	—
Russell Ridge	2,234	6,903	1,296		2,234	8,199	10,433	4,200	6,233	—
Sammamish-Highlands	9,300	8,075	7,949		9,592	15,732	25,324	5,388	19,936	—
San Leandro Plaza	1,300	8,226	514		1,300	8,740	10,040	3,790	6,250	—
Sandy Springs	6,889	28,056	2,045		6,889	30,101	36,990	3,189	33,801	—
Saugus	19,201	17,984	(1,114	)	18,805	17,266	36,071	6,429	29,642	—
Seminole Shoppes	8,593	7,523	159		8,629	7,646	16,275	1,940	14,335	9,698
Sequoia Station	9,100	18,356	1,467		9,100	19,823	28,923	8,547	20,376	21,100
Sherwood II	2,731	6,360	631		2,731	6,991	9,722	2,413	7,309	—
Shoppes @ 104	11,193	—	810		6,652	5,351	12,003	1,572	10,431	—
Shoppes at Fairhope Village	6,920	11,198	361		6,920	11,559	18,479	3,607	14,872	—
Shoppes of Grande Oak	5,091	5,985	245		5,091	6,230	11,321	4,272	7,049	—
Shops at Arizona	3,063	3,243	176		3,063	3,419	6,482	1,964	4,518	—
Shops at County Center	9,957	11,269	805		10,225	11,806	22,031	6,260	15,771	—
Shops at Erwin Mill	9,082	6,087	(12	)	9,082	6,075	15,157	814	14,343	10,000
Shops at Johns Creek	1,863	2,014	(342	)	1,501	2,034	3,535	1,039	2,496	—
Shops at Mira Vista	11,691	9,026	36		11,691	9,062	20,753	712	20,041	250
Shops at Quail Creek	1,487	7,717	446		1,499	8,151	9,650	2,461	7,189	—
Shops on Main	17,020	26,988	—		17,020	26,988	44,008	2,398	41,610	—
Signature Plaza	2,396	3,898	46		2,396	3,944	6,340	2,227	4,113	—
South Bay Village	11,714	15,580	1,385		11,776	16,903	28,679	2,159	26,520	—

115



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Schedule III - Consolidated Real Estate and Accumulated Depreciation December 31, 2015 (in thousands)

	Initial Cost				Total Cost				Net Cost
Shopping Centers ⁽¹⁾	Land	Building & Improvements	Cost Capitalized Subsequent to Acquisition ⁽²⁾		Land	Building & Improvements	Total	Accumulated Depreciation	Net of Accumulated Depreciation	Mortgages
South Lowry Square	3,434	10,445	791		3,434	11,236	14,670	5,143	9,527	—
Southcenter	1,300	12,750	1,328		1,300	14,078	15,378	5,980	9,398	—
Southpark at Cinco Ranch	18,395	11,306	6,014		21,107	14,608	35,715	2,229	33,486	—
SouthPoint Crossing	4,412	12,235	736		4,412	12,971	17,383	5,462	11,921	—
Starke	71	1,683	4		71	1,687	1,758	642	1,116	—
Sterling Ridge	12,846	12,162	490		12,846	12,652	25,498	8,069	17,429	13,900
Stonewall	27,511	22,123	7,086		28,429	28,291	56,720	11,860	44,860	—
Strawflower Village	4,060	8,084	502		4,060	8,586	12,646	4,052	8,594	—
Stroh Ranch	4,280	8,189	526		4,280	8,715	12,995	5,521	7,474	—
Suncoast Crossing	9,030	10,764	104		9,030	10,868	19,898	4,254	15,644	—
Tanasbourne Market	3,269	10,861	(297	)	3,269	10,564	13,833	3,599	10,234	—
Tassajara Crossing	8,560	15,464	800		8,560	16,264	24,824	7,171	17,653	19,800
Tech Ridge Center	12,945	37,169	388		12,945	37,557	50,502	6,869	43,633	8,741
The Hub Hillcrest Market	18,773	61,906	3,848		19,610	64,917	84,527	5,724	78,803	—
Town Square	883	8,132	362		883	8,494	9,377	4,309	5,068	—
Twin City Plaza	17,245	44,225	1,886		17,263	46,093	63,356	12,801	50,555	—
Twin Peaks	5,200	25,827	804		5,200	26,631	31,831	11,550	20,281	—
University Commons	4,070	30,785	2		4,070	30,787	34,857	430	34,427	38,000
Valencia Crossroads	17,921	17,659	563		17,921	18,222	36,143	13,738	22,405	—
Village at Lee Airpark	11,099	12,955	3,266		11,877	15,443	27,320	5,351	21,969	—
Village Center	3,885	14,131	7,910		5,411	20,515	25,926	7,167	18,759	—
Walker Center	3,840	7,232	3,248		3,878	10,442	14,320	4,691	9,629	—
Welleby Plaza	1,496	7,787	909		1,496	8,696	10,192	6,193	3,999	—
Wellington Town Square	2,041	12,131	336		2,041	12,467	14,508	5,964	8,544	12,800
West Park Plaza	5,840	5,759	1,187		5,840	6,946	12,786	3,306	9,480	—
Westchase	5,302	8,273	355		5,302	8,628	13,930	2,606	11,324	6,944
Westchester Commons	3,366	11,751	10,662		4,894	20,885	25,779	4,790	20,989	—
Westchester Plaza	1,857	7,572	291		1,857	7,863	9,720	4,705	5,015	—
Westlake Plaza and Center	7,043	27,195	28,631		17,488	45,381	62,869	14,369	48,500	—
Westwood Village	19,933	25,301	(1,312	)	19,553	24,369	43,922	9,760	34,162	—
Willow Festival	1,954	56,501	544		1,954	57,045	58,999	9,220	49,779	39,505
Woodcroft Shopping Center	1,419	6,284	671		1,421	6,953	8,374	3,712	4,662	—

116



REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Schedule III - Consolidated Real Estate and Accumulated Depreciation December 31, 2015 (in thousands)

	Initial Cost				Total Cost				Net Cost
Shopping Centers ⁽¹⁾	Land		Building & Improvements	Cost Capitalized Subsequent to Acquisition ⁽²⁾	Land	Building & Improvements	Total	Accumulated Depreciation	Net of Accumulated Depreciation	Mortgages
Woodman Van Nuy	5,500		7,195	232	5,500	7,427	12,927	3,352	9,575	—
Woodmen and Rangewood	7,621		11,018	508	7,621	11,526	19,147	9,536	9,611	—
Woodside Central	3,500		9,287	580	3,500	9,868	13,368	4,306	9,062	—
						—		—
Total Corporate Assets	—		—	1,682	—	1,682	1,682	1,277	405	—
								—
Properties in Development	—		—	217,036	24,793	192,243	217,036	962	216,074	—
	$	1,419,047	2,641,828	485,025	1,457,261	3,088,639	4,545,900	1,043,787	3,502,113	501,875

⁽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 development transfers subsequent to the initial costs.

See accompanying report of independent registered public accounting firm.

117

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation, continued

December 31, 2015

(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 $4.7 billion at December 31, 2015.

The changes in total real estate assets for the years ended December 31, 2015, 2014, and 2013 are as follows (in thousands):



	2015			2014		2013
Beginning balance	$	4,409,886		4,026,531		3,909,912
Acquired properties	39,850			274,091		143,992
Developments and improvements	174,972			191,250		180,374
Sale of properties	(78,808		)	(81,811	)	(200,393	)
Provision for impairment	—			(175	)	(7,354	)
Ending balance	$	4,545,900		4,409,886		4,026,531

The changes in accumulated depreciation for the years ended December 31, 2015, 2014, and 2013 are as follows (in thousands):



	2015			2014		2013
Beginning balance	$	933,708		844,873		782,749
Depreciation expense	119,475			108,692		99,883
Sale of properties	(9,396		)	(19,857	)	(36,405	)
Provision for impairment	—			—		(1,354	)
Ending balance	$	1,043,787		933,708		844,873

See accompanying report of independent registered public accounting firm.

118

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Controls and Procedures (Regency Centers Corporation)

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of the Parent Company's management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, the Parent Company's chief executive officer and chief financial officer concluded that its disclosure controls and procedures were effective as of the end of the period covered by this annual report on Form 10-K to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Parent Company in the reports it files or submits is accumulated and communicated to management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

The Parent Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework (2013), the Parent Company's management concluded that its internal control over financial reporting was effective as of December 31, 2015.

KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this annual report on Form 10-K and, as part of their audit, has issued a report, included herein, on the effectiveness of the Parent Company's internal control over financial reporting.

The Parent Company's system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and 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.

Changes in Internal Controls

There have been no changes in the Parent Company's internal controls over financial reporting identified in connection with this evaluation that occurred during the fourth quarter of 2015 and that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.

Controls and Procedures (Regency Centers, L.P.)

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of the Operating Partnership's management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the chief executive officer and chief financial officer of its general partner concluded that its disclosure controls and procedures were effective as of the end of the period covered by this annual report on Form 10-K to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Operating Partnership in the reports it files or submits is accumulated and communicated to management, including the chief executive officer and chief financial officer of its general partner, as appropriate, to allow timely decisions regarding required disclosure.

119

Management's Report on Internal Control over Financial Reporting

The Operating Partnership's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework (2013), the Operating Partnership's management concluded that its internal control over financial reporting was effective as of December 31, 2015.

KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this annual report on Form 10-K and, as part of their audit, has issued a report, included herein, on the effectiveness of the Operating Partnership's internal control over financial reporting.

The Operating Partnership's system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and 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.

Changes in Internal Controls

There have been no changes in the Operating Partnership's internal controls over financial reporting identified in connection with this evaluation that occurred during the fourth quarter of 2015 and that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.

Item 9B. Other Information

Not applicable

PART III

Item 10. Directors, Executive Officers, and Corporate Governance

Information concerning our directors, executive officers, and corporate governance is incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2016 Annual Meeting of Stockholders. Information regarding executive officers is included in Part I of this Form 10-K as permitted by General Instruction G(3).

Code of Ethics. We have adopted a code of ethics applicable to our Board of Directors, principal executive officers, principal financial officer, principal accounting officer and persons performing similar functions. The text of this code of ethics may be found on our web site at www.regencycenters.com. We intend to post notice of any waiver from, or amendment to, any provision of our code of ethics on our web site.

120

Item 11. Executive Compensation

Incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2016 Annual Meeting of Stockholders.


Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information



	(a)	(b)		(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights ⁽¹⁾	Weighted-average exercise price of outstanding options, warrants and rights⁽²⁾		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a) ⁽³⁾
Equity compensation plans approved by security holders	8,740	$	88.45	1,829,422
Equity compensation plans not approved by security holders	N/A	N/A		N/A
Total	8,740	$	88.45	1,829,422

⁽¹⁾This column does not include 615,420 shares that may be issued pursuant to unvested restricted stock and performance share awards.

⁽²⁾The weighted average exercise price excludes stock rights awards, which we sometimes refer to as unvested restricted stock.

⁽³⁾The Regency Centers Corporation 2011 Omnibus Incentive Plan, (“Omnibus Plan”), as approved by stockholders at our 2011 annual meeting, provides that an aggregate maximum of 4.1 million shares of our common stock are reserved for issuance under the Omnibus Plan.

Information about security ownership is incorporated herein by reference to our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to the 2016 Annual Meeting of Stockholders.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services

121

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) Financial Statements and Financial Statement Schedules:

Regency Centers Corporation and Regency Centers, L.P. 2015 financial statements and financial statement schedule, together with the reports of KPMG LLP are listed on the index immediately preceding the financial statements in Item 8, Consolidated Financial Statements and Supplemental Data.

(b) Exhibits:

In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company, its subsidiaries or other parties to the agreements. The Agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:


•	should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;


•	have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;


•	may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and


•	were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this report not misleading. Additional information about the Company may be found elsewhere in this report and the Company's other public files, which are available without charge through the SEC's website at http://www.sec.gov.

Unless otherwise indicated below, the Commission file number to the exhibit is No. 001-12298.

1. Underwriting Agreement

(a)

Equity Distribution Agreement (the “Wells Agreement”) among the Company, Regency Centers, L.P. and Wells Fargo Securities, LLC dated August 10, 2012 (incorporated by reference to Exhibit 1.1 to the Company's report on Form 8-K filed on August 10, 2012), as amended by Amendment No. 1 dated August 6, 2013 (incorporated by reference to Exhibit 1.2 to the Company’s report on Form 8-K filed on August 6, 2013), Amendment No. 2 dated March 4, 2014 (incorporated by reference to Exhibit 1.1 to the Company’s report on Form 8-K filed on March 4, 2014) and Amendment No. 3 dated February 24, 2015 (incorporated by reference to Exhibit 1(a) to the Company’s Form 10-Q filed on May 7, 2015).

The Equity Distribution Agreements listed below are substantially identical in all material respects to the Wells Agreement, except for the identities of the parties, and have not been filed as exhibits to the Company's 1934 Act reports pursuant to Instruction 2 to Item 601 of Regulation S-K:


(i)	Equity Distribution Agreement among the Company, Regency Centers, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated dated August 10, 2012, as amended by Amendment Nos. 1, 2, and 3; and


(ii)	Equity Distribution Agreement among the Company, Regency Centers, L.P. and J.P. Morgan Securities LLC dated August 10, 2012, as amended by Amendment Nos. 1, 2, and 3.


(b)	Equity Distribution Agreement (the “Jefferies Agreement”) among the Company, Regency Centers, L.P. and Jefferies LLC dated August 6, 2013 (incorporated by reference to Exhibit 1.1 to the Company's report on Form 8-K filed on August 6, 2013), as amended by Amendment No. 1 dated March 4, 2014 (incorporated by

122

reference to the Company’s Form 8-K filed on March 4, 2014) and Amendment No. 2 (incorporated by reference to Exhibit 1(b) to the Company’s Form 10-Q filed on May 7, 2015).

The Equity Distribution Agreements listed below is substantially identical in all material respects to the Jefferies Agreement except for the identities of the parties, and has not been filed as an exhibit to the Company's 1934 Act reports pursuant to Instruction 2 to Item 601 of Regulation S-K:


(i)	Equity Distribution Agreement among the Company, Regency Centers, L.P. and RBC Capital Markets, LLC dated August 6, 2013 as amended by Amendment No. 1 dated March 4, 2014 and Amendment No. 2 dated February 24, 2015.

3. Articles of Incorporation and Bylaws


(a)	Restated Articles of Incorporation of Regency Centers Corporation (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed on June 5, 2013).


(b)	Amended and Restated Bylaws of Regency Centers Corporation (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed on July 20, 2015).


(c)	Fourth Amended and Restated Certificate of Limited Partnership of Regency Centers, L.P. (incorporated by reference to Exhibit 3(a) to Regency Centers, L.P.'s Form 10-K filed on March 17, 2009).


(d)	Fifth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P., (incorporated by reference to Exhibit 3(d) to the Company's Form 10-K filed on February 19, 2014).

4. Instruments Defining Rights of Security Holders


(a)	See Exhibits 3(a) and 3(b) for provisions of the Articles of Incorporation and Bylaws of the Company defining the rights of security holders. See Exhibits 3(c) and 3(d) for provisions of the Partnership Agreement of Regency Centers, L.P. defining rights of security holders.


(b)	Indenture dated December 5, 2001 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by reference to Exhibit 4.4 to Regency Centers, L.P.'s Form 8-K filed on December 10, 2001).


(i)	First Supplemental Indenture dated as of June 5, 2007 among Regency Centers, L.P., the Company as guarantor and U.S. Bank National Association, as successor to Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee (incorporated by reference to Exhibit 4.1 to Regency Centers, L.P.'s Form 8-K filed on June 5, 2007).

(ii)

Second Supplemental Indenture dated as of June 2, 2010 to the Indenture dated as of December 5, 2001 between Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank National Association, as successor to Wachovia Bank, National Association (formerly known as First Union National Bank), as Trustee incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on June 3, 2010).


(iii)	Third Supplemental Indenture dated as of August 17, 2015 to the Indenture dated as of December 5, 2001 among RCLP, Regency, as guarantor, and U.S. Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on August 18, 2015).


(c)	Indenture dated July 18, 2005 between Regency Centers, L.P., the guarantors named therein and Wachovia Bank, National Bank, as trustee (incorporated by reference to Exhibit 4.1 to Regency Centers, L.P's registration statement on Form S-4 filed on August 5, 2005, No. 333-127274).

10. Material Contracts (~ indicates management contract or compensatory plan)


~(a)	Regency Centers Corporation Long Term Omnibus Plan (incorporated by reference to Exhibit 10.9 to the Company's Form 10-Q filed on May 8, 2008).

123


~(i)	Form of Stock Rights Award Agreement pursuant to the Company's Long Term Omnibus Plan (incorporated by reference to Exhibit 10(b) to the Company's Form 10-K filed on March 10, 2006).


~(ii)	Form of 409A Amendment to Stock Rights Award Agreement (incorporated by reference to Exhibit 10(b)(i) to the Company's Form 10-K filed on March on 17, 2009).


~(iii)	Form of Nonqualified Stock Option Agreement pursuant to the Company's Long Term Omnibus Plan (incorporated by reference to Exhibit 10(c) to the Company's Form 10-K filed on March 10, 2006).


~(iv)	Form of 409A Amendment to Stock Option Agreement (incorporated by reference to Exhibit 10(c)(i) to the Company's Form 10-K filed on March 17, 2009).


~(v)	Amended and Restated Deferred Compensation Plan dated May 6, 2003 (incorporated by reference to Exhibit 10(k) to the Company's Form 10-K filed on March 12, 2004).


~(vi)	Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10(s) to the Company's Form 8-K filed on December 21, 2004).


~(vii)	First Amendment to Regency Centers Corporation 2005 Deferred Compensation Plan dated December 2005 (incorporated by reference to Exhibit 10(q)(i) to the Company's Form 10-K filed on March 10, 2006).


~(viii)	Second Amendment to the Regency Centers Corporation Amended and Restated Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on June 13, 2011).


~(ix)	Third Amendment to the Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 13, 2011).


~(b)	Regency Centers Corporation 2011 Omnibus Plan (incorporated by reference to Annex A to the Company's 2011 Annual Meeting Proxy Statement filed on March 24, 2011).


~(c)	Form of Director/Officer Indemnification Agreement (filed as an Exhibit to Pre-effective Amendment No. 2 to the Company's registration statement on Form S-11 filed on October 5, 1993 (33-67258), and incorporated by reference).


~(d)	Form of Amended and Restated Severance and Change of Control Agreement dated as of July 15, 2015 by and between the Company and Martin E. Stein, Jr. (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on July 20, 2015).


~(e)	Form of Amended and Restated Severance and Change of Control Agreement dated as of July 15, 2015 by and between the Company and Lisa Palmer (incorporated by reference to Exhibit 10.3 of the Company's Form 8-K filed on July 20, 2015).


~(f)	Form of Amended and Restated Severance and Change of Control Agreement dated as of July 15, 2015 by and between the Company and Dan M. Chandler, III (incorporated by reference to Exhibit 10.4 of the Company's Form 8-K filed on July 20, 2015).


~(g)	Form of Amended and Restated Severance and Change of Control Agreement dated as of July 15, 2015 by and between the Company and John S. Delatour (incorporated by reference to Exhibit 10.5 of the Company's Form 8-K filed on July 20, 2015).


~(h)	Form of Amended and Restated Severance and Change of Control Agreement dated as of July 15, 2015 by and between the Company and James D. Thompson (incorporated by reference to Exhibit 10.6 of the Company's Form 8-K filed on July 20, 2015).

124


(i)	Third Amended and Restated Credit Agreement dated as of September 7, 2011 by and among Regency Centers, , L.P., the Company, each of the financial institutions party thereto, and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 8, 2011).


(i)	First Amendment to Third Amended and Restated Credit Agreement dated September 13, 2012 (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 9, 2012).


(ii)	Second Amendment to Third Amended and Restated Credit Agreement dated June 27, 2014 (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on August 8, 2014).


(iii)	Third Amendment to Third Amended and Restated Credit Agreement dated May 13, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 18, 2015).


(j)	Term Loan Agreement dated as of November 17, 2011 by and among Regency Centers, L.P., the Company, each of the financial institutions party thereto and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-K filed on February 29, 2012).


(i)	First Amendment to Term Loan Agreement dated as of June 19, 2012 (incorporated by reference to Exhibit 10(h)(i) to the Company's Form 10-K filed on March 1, 2013).


(ii)	Second Amendment to Term Loan Agreement dated as of December 19, 2012 (incorporated by reference to Exhibit 10(h)(ii) to the Company's Form 10-K filed on March 1, 2013).


(iii)	Third Amendment to Term Loan Agreement dated as of June 27, 2014 (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on August 8, 2014).


(iv)	Fourth Amendment to Term Loan Agreement dated as of May 13, 2015.


(k)	Second Amended and Restated Limited Liability Company Agreement of Macquarie CountryWide-Regency II, LLC dated as of July 31, 2009 by and among Global Retail Investors, LLC, Regency Centers, L.P. and Macquarie CountryWide (US) No. 2 LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 6, 2009).


(i)	Amendment No. 1 to Second Amended and Restate Limited Liability Company Agreement of GRI-Regency, LLC (formerly Macquarie CountryWide-Regency II, LLC) (incorporated by reference to Exhibit 10.(h)(i) to the Company’s Form 10-K filed March 1, 2011).


(l)	Form of Retirement Agreement by and between Regency Centers Corporation and Brian Smith trustee (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November, 2015).


(m)	Form of Consulting Agreement by and between Regency Centers, LP and Brian Smith (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on November, 2015).

12. Computation of ratios

12.1 Computation of Ratio of Earnings to Fixed Charges and Ratio of Combined Fixed Charges and Preference Dividends to Earnings

21. Subsidiaries of Regency Centers Corporation

23. Consents of Independent Accountants

23.1 Consent of KPMG LLP for Regency Centers Corporation.

23.2 Consent of KPMG LLP for Regency Centers, L.P.

125

31. Rule 13a-14(a)/15d-14(a) Certifications.

31.1 Rule 13a-14 Certification of Chief Executive Officer for Regency Centers Corporation.

31.2 Rule 13a-14 Certification of Chief Financial Officer for Regency Centers Corporation.

31.3 Rule 13a-14 Certification of Chief Executive Officer for Regency Centers, L.P.

31.4 Rule 13a-14 Certification of Chief Financial Officer for Regency Centers, L.P.

32. Section 1350 Certifications.

The certifications in this exhibit 32 are being furnished solely to accompany this report pursuant to 18 U.S.C. § 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any of the Company's filings, whether made before or after the date hereof, regardless of any general incorporation language in such filing.


32.1	18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers Corporation.


32.2	18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers Corporation.

32.3 18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers, L.P.

32.4 18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers, L.P.

101. Interactive Data Files

101.INS+ XBRL Instance Document

101.SCH+ XBRL Taxonomy Extension Schema Document

101.CAL+ XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF+ XBRL Taxonomy Definition Linkbase Document

101.LAB+ XBRL Taxonomy Extension Label Linkbase Document

101.PRE+ XBRL Taxonomy Extension Presentation Linkbase Document

__________________________

+ Submitted electronically with this Annual Report

126

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



February 18, 2016	REGENCY CENTERS CORPORATION
	By:	/s/ Martin E. Stein, Jr. Martin E. Stein. Jr., Chairman of the Board and Chief Executive Officer



February 18, 2016	REGENCY CENTERS, L.P.
	By:	Regency Centers Corporation, General Partner
	By:	/s/ Martin E. Stein, Jr. Martin E. Stein. Jr., Chairman of the Board and Chief Executive Officer

127

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



February 18, 2016		/s/ Martin E. Stein, Jr. Martin E. Stein. Jr., Chairman of the Board and Chief Executive Officer
February 18, 2016		/s/ Lisa Palmer Lisa Palmer, President and Chief Financial Officer (Principal Financial Officer)
February 18, 2016		/s/ J. Christian Leavitt J. Christian Leavitt, Senior Vice President and Treasurer (Principal Accounting Officer)
February 18, 2016		/s/ Raymond L. Bank Raymond L. Bank, Director
February 18, 2016		/s/ Bryce Blair Bryce Blair, Director
February 18, 2016		/s/ C. Ronald Blankenship C. Ronald Blankenship, Director
February 18, 2016		/s/ A.R. Carpenter A.R. Carpenter, Director
February 18, 2016		/s/ J. Dix Druce J. Dix Druce, Director
February 18, 2016		/s/ Mary Lou Fiala Mary Lou Fiala, Director
February 18, 2016		/s/ David P. O'Connor David P. O'Connor, Director
February 18, 2016		/s/ John C. Schweitzer John C. Schweitzer, Director
February 18, 2016		/s/ Thomas G. Wattles Thomas G. Wattles, Director

128