UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2018

or

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)

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

Regency Centers Corporation:

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

Regency Centers, L.P.:

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

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

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

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

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

The number of shares outstanding of the Regency Centers Corporation’s common stock was 169,443,126 as of October 31, 2018.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarter ended September 30, 2018, 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 September 30, 2018, the Parent Company owned approximately 99.8% of the Units in the Operating Partnership. The remaining limited Units are owned by investors. 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 quarterly reports on Form 10-Q 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 key differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. 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. Except for the $500 million of unsecured public and private placement debt assumed with the Equity One merger on March 1, 2017, the Parent Company does not hold any indebtedness, but guarantees all of the unsecured debt of the Operating Partnership. The Operating Partnership is also the co-issuer and guarantees the $500 million of debt of the Parent Company assumed in the Equity One merger. 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. 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.

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

		Form 10-Q Report Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
Regency Centers Corporation:
	Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017	1
	Consolidated Statements of Operations for the periods ended September 30, 2018 and 2017	2
	Consolidated Statements of Comprehensive Income for the periods ended September 30, 2018 and 2017	3
	Consolidated Statements of Equity for the periods ended September 30, 2018 and 2017	4
	Consolidated Statements of Cash Flows for the periods ended September 30, 2018 and 2017	5
Regency Centers, L.P.:
	Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017	7
	Consolidated Statements of Operations for the periods ended September 30, 2018 and 2017	8
	Consolidated Statements of Comprehensive Income for the periods ended September 30, 2018 and 2017	9
	Consolidated Statements of Capital for the periods ended September 30, 2018 and 2017	10
	Consolidated Statements of Cash Flows for the periods ended September 30, 2018 and 2017	11
	Notes to Consolidated Financial Statements	13
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	59
Item 4.	Controls and Procedures	59
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	60
Item 1A.	Risk Factors	60
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 3.	Defaults Upon Senior Securities	61
Item 4.	Mine Safety Disclosures	61
Item 5.	Other Information	61
Item 6.	Exhibits	61
SIGNATURES		63

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

September 30, 2018 and December 31, 2017

(in thousands, except share data)

		2018		2017
Assets		(unaudited)
Real estate investments at cost:
Land, building and improvements	$	10,854,283		10,578,430
Properties in development		36,707		314,391
		10,890,990		10,892,821
Less: accumulated depreciation		1,474,769		1,339,771
		9,416,221		9,553,050
Investments in real estate partnerships		458,051		386,304
Net real estate investments		9,874,272		9,939,354
Properties held for sale		51,892		—
Cash and cash equivalents		40,365		45,370
Restricted cash		4,121		4,011
Tenant and other receivables, net of uncollectible reserves of $14,332 and $12,728 at September 30, 2018 and December 31, 2017, respectively		160,709		170,985
Deferred leasing costs, less accumulated amortization of $98,829 and $93,291 at September 30, 2018 and December 31, 2017, respectively		85,292		80,044
Acquired lease intangible assets, less accumulated amortization of $206,378 and $148,280 at September 30, 2018 and December 31, 2017, respectively		412,653		478,826
Other assets		427,726		427,127
Total assets	$	11,057,030		11,145,717
Liabilities and Equity
Liabilities:
Notes payable	$	3,008,592		2,971,715
Unsecured credit facilities		708,616		623,262
Accounts payable and other liabilities		236,250		234,272
Acquired lease intangible liabilities, less accumulated amortization of $84,435 and $56,550 at September 30, 2018 and December 31, 2017, respectively		507,341		537,401
Tenants’ security, escrow deposits and prepaid rent		43,988		46,013
Total liabilities		4,504,787		4,412,663
Commitments and contingencies		—		—
Equity:
Stockholders’ equity:
Common stock, $0.01 par value per share, 220,000,000 shares authorized; 169,441,714 and 171,364,908 shares issued at September 30, 2018 and December 31, 2017, respectively		1,694		1,714
Treasury stock at cost, 385,652 and 366,628 shares held at September 30, 2018 and December 31, 2017, respectively		(19,550	)	(18,307	)
Additional paid in capital		7,756,215		7,873,104
Accumulated other comprehensive income (loss)		14,066		(6,289	)
Distributions in excess of net income		(1,240,331	)	(1,158,170	)
Total stockholders’ equity		6,512,094		6,692,052
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of $22,628 and $24,206 at September 30, 2018 and December 31, 2017, respectively		10,726		10,907
Limited partners’ interests in consolidated partnerships		29,423		30,095
Total noncontrolling interests		40,149		41,002
Total equity		6,552,243		6,733,054
Total liabilities and equity	$	11,057,030		11,145,717

See accompanying notes to consolidated financial statements.

1

REGENCY CENTERS CORPORATION

Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

		Three months ended September 30,					Nine months ended September 30,
		2018		2017			2018		2017
Revenues:
Minimum rent	$	204,005		195,393		$	614,224		532,625
Percentage rent		1,224		1,147			6,292		5,509
Recoveries from tenants and other income		66,127		59,554			194,900		162,089
Management, transaction, and other fees		6,954		6,047			20,999		19,353
Total revenues		278,310		262,141			836,415		719,576
Operating expenses:
Depreciation and amortization		89,183		91,474			266,812		243,757
Operating and maintenance		40,557		38,020			124,924		103,888
General and administrative		17,564		15,199			51,947		49,618
Real estate taxes		35,129		29,315			97,096		79,636
Other operating expenses (note 2)		2,045		3,195			6,476		81,621
Total operating expenses		184,478		177,203			547,255		558,520
Other expense (income):
Interest expense, net		36,618		34,679			111,477		97,285
Provision for impairment, net of tax		855		—			29,443		—
Early extinguishment of debt		—		—			11,172		12,404
Net investment (income) loss, including unrealized (gains) losses of ($484) and ($400), and ($842) and ($1,705) for the three and nine months ended September 30, 2018 and 2017, respectively		(923	)	(971	)		(1,524	)	(2,955	)
Total other expense (income)		36,550		33,708			150,568		106,734
Income from operations before equity in income of investments in real estate partnerships		57,282		51,230			138,592		54,322
Equity in income of investments in real estate partnerships		10,024		12,221			29,548		33,804
Income from operations		67,306		63,451			168,140		88,126
Gain on sale of real estate, net of tax		3,228		131			4,448		4,913
Net income		70,534		63,582			172,588		93,039
Noncontrolling interests:
Exchangeable operating partnership units		(147	)	(132	)		(358	)	(217	)
Limited partners’ interests in consolidated partnerships		(665	)	(637	)		(2,008	)	(1,884	)
Income attributable to noncontrolling interests		(812	)	(769	)		(2,366	)	(2,101	)
Net income attributable to the Company		69,722		62,813			170,222		90,938
Preferred stock dividends and issuance costs		—		(3,147	)		—		(16,128	)
Net income attributable to common stockholders	$	69,722		59,666		$	170,222		74,810
Income per common share - basic	$	0.41		0.35		$	1.00		0.48
Income per common share - diluted	$	0.41		0.35		$	1.00		0.48

See accompanying notes to consolidated financial statements.

2

REGENCY CENTERS CORPORATION

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

		Three months ended September 30,				Nine months ended September 30,
		2018	2017			2018		2017
Net income	$	70,534	63,582		$	172,588		93,039
Other comprehensive income (loss):
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments		2,717	(39	)		16,511		(3,911	)
Reclassification adjustment of derivative instruments included in net income		1,148	2,329			4,701		8,054
Unrealized gain (loss) on available-for-sale debt securities		24	8			(51	)	51
Other comprehensive income		3,889	2,298			21,161		4,194
Comprehensive income		74,423	65,880			193,749		97,233
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests		812	769			2,366		2,101
Other comprehensive income (loss) attributable to noncontrolling interests		140	5			818		(11	)
Comprehensive income attributable to noncontrolling interests		952	774			3,184		2,090
Comprehensive income attributable to the Company	$	73,471	65,106		$	190,565		95,143

See accompanying notes to consolidated financial statements.

3

REGENCY CENTERS CORPORATION Consolidated Statements of Equity For the nine months ended September 30, 2018 and 2017 (in thousands, except per share data) (unaudited)
																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, 2016	$	325,000		1,045		(17,062	)	3,294,923		(18,346	)	(994,259	)	2,591,301		(1,967	)	35,168		33,201		2,624,502
Net income	—			—		—		—		—		90,938		90,938		217		1,884		2,101		93,039
Other comprehensive income (loss)	—			—		—		—		4,205		—		4,205		6		(17	)	(11	)	4,194
Deferred compensation plan, net	—			—		(986	)	977		—		—		(9	)	—		—		—		(9	)
Restricted stock issued, net of amortization	—			2		—		10,918		—		—		10,920		—		—		—		10,920
Common stock redeemed for taxes withheld for stock based compensation, net	—			(1	)	—		(18,431	)	—		—		(18,432	)	—		—		—		(18,432	)
Common stock issued under dividend reinvestment plan	—			—		—		908		—		—		908		—		—		—		908
Common stock issued, net of issuance costs	—			654		—		4,470,759		—		—		4,471,413		—		—		—		4,471,413
Restricted stock issued upon Equity One merger	—			1		—		7,950		—		—		7,951		—		—		—		7,951
Redemption of preferred stock	(325,000		)	—		—		11,099		—		(11,099	)	(325,000	)	—		—		—		(325,000	)
Contributions from partners	—			—		—		—		—		—		—		13,100		367		13,467		13,467
Distributions to partners	—			—		—		—		—		—		—		—		(7,086	)	(7,086	)	(7,086	)
Cash dividends declared:
Preferred stock	—			—		—		—		—		(5,029	)	(5,029	)	—		—		—		(5,029	)
Common stock/unit ($1.57 per share)	—			—		—		—		—		(233,704	)	(233,704	)	(450	)	—		(450	)	(234,154	)
Balance at September 30, 2017	$	—		1,701		(18,048	)	7,779,103		(14,141	)	(1,153,153	)	6,595,462		10,906		30,316		41,222		6,636,684
Balance at December 31, 2017	$	—		1,714		(18,307	)	7,873,104		(6,289	)	(1,158,170	)	6,692,052		10,907		30,095		41,002		6,733,054
Adjustment due to change in accounting policy (note 1)	—			—		—		—		12		30,889		30,901		—		2		2		30,903
Adjusted balance at January 1, 2018	—			1,714		(18,307	)	7,873,104		(6,277	)	(1,127,281	)	6,722,953		10,907		30,097		41,004		6,763,957
Net income	—			—		—		—		—		170,222		170,222		358		2,008		2,366		172,588
Other comprehensive income	—			—		—		—		20,343		—		20,343		43		775		818		21,161
Deferred compensation plan, net	—			—		(1,243	)	1,229		—		—		(14	)	—		—		—		(14	)
Restricted stock issued, net of amortization	—			1		—		12,307		—		—		12,308		—		—		—		12,308
Common stock redeemed for taxes withheld for stock based compensation, net	—			—		—		(6,463	)	—		—		(6,463	)	—		—		—		(6,463	)
Common stock repurchased and retired	—			(21	)	—		(124,968	)	—		—		(124,989	)	—		—		—		(124,989	)
Common stock issued under dividend reinvestment plan	—			—		—		996		—		—		996		—		—		—		996
Common stock issued, net of issuance costs	—			—		—		10		—		—		10		—		—		—		10
Distributions to partners	—			—		—		—		—		—		—		—		(3,457	)	(3,457	)	(3,457	)
Cash dividends declared:
Common stock/unit ($1.665 per share)	—			—		—		—		—		(283,272	)	(283,272	)	(582	)	—		(582	)	(283,854	)
Balance at September 30, 2018	$	—		1,694		(19,550	)	7,756,215		14,066		(1,240,331	)	6,512,094		10,726		29,423		40,149		6,552,243

See accompanying notes to consolidated financial statements.

4

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the nine months endedSeptember 30, 2018 and 2017

(in thousands)

(unaudited)

		2018		2017
Cash flows from operating activities:
Net income	$	172,588		93,039
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		266,812		243,757
Amortization of deferred loan costs and debt premiums		7,599		7,144
(Accretion) and amortization of above and below market lease intangibles, net		(26,031	)	(18,784	)
Stock-based compensation, net of capitalization		10,012		16,836
Equity in income of investments in real estate partnerships		(29,548	)	(33,804	)
Gain on sale of real estate, net of tax		(4,448	)	(4,913	)
Provision for impairment, net of tax		29,443		—
Early extinguishment of debt		11,172		12,404
Distribution of earnings from operations of investments in real estate partnerships		40,366		40,817
Loss on derivative instruments		—		51
Deferred compensation expense		1,475		2,885
Realized and unrealized gain on investments		(1,524	)	(2,878	)
Changes in assets and liabilities:
Tenant and other receivables, net		(13,326	)	(11,327	)
Deferred leasing costs		(6,259	)	(10,294	)
Other assets		(6,565	)	8,075
Accounts payable and other liabilities		15,100		4,908
Tenants’ security, escrow deposits and prepaid rent		(2,111	)	(2,490	)
Net cash provided by operating activities		464,755		345,426
Cash flows from investing activities:
Acquisition of operating real estate		(85,766	)	(2,109	)
Advance deposits paid on acquisition of operating real estate		(150	)	(350	)
Acquisition of Equity One, net of cash and restricted cash acquired of $74,507		—		(646,790	)
Real estate development and capital improvements		(174,145	)	(240,827	)
Proceeds from sale of real estate investments		151,142		13,323
Proceeds from (issuance of) notes receivable		15,648		(3,460	)
Investments in real estate partnerships		(58,372	)	(12,296	)
Distributions received from investments in real estate partnerships		5,488		36,603
Dividends on investment securities		281		200
Acquisition of investment securities		(16,946	)	(14,011	)
Proceeds from sale of investment securities		15,639		11,974
Net cash used in investing activities		(147,181	)	(857,743	)
Cash flows from financing activities:
Repurchase of common shares in conjunction with equity award plans		(6,772	)	(19,251	)
Common shares repurchased through share repurchase program		(124,989	)	—
Proceeds from sale of treasury stock		99		100
Redemption of preferred stock and partnership units		—		(325,000	)
Distributions to limited partners in consolidated partnerships, net		(3,457	)	(7,031	)
Distributions to exchangeable operating partnership unit holders		(582	)	(450	)
Dividends paid to common stockholders		(282,276	)	(232,796	)
Dividends paid to preferred stockholders		—		(5,029	)
Repayment of fixed rate unsecured notes		(150,000	)	—
Proceeds from issuance of fixed rate unsecured notes, net		299,511		953,115
Proceeds from unsecured credit facilities		455,000		950,000
Repayment of unsecured credit facilities		(370,000	)	(650,000	)
Proceeds from notes payable		1,740		126,999
Repayment of notes payable		(113,037	)	(232,839	)
Scheduled principal payments		(7,767	)	(7,452	)
Payment of loan costs		(9,448	)	(12,868	)
Early redemption costs		(10,491	)	(12,419	)
Net cash (used in) provided by financing activities		(322,469	)	525,079
Net (decrease) increase in cash and cash equivalents and restricted cash		(4,895	)	12,762
Cash and cash equivalents and restricted cash at beginning of the period		49,381		17,879
Cash and cash equivalents and restricted cash at end of the period	$	44,486		30,641

5

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the nine months endedSeptember 30, 2018, and 2017

(in thousands)

(unaudited)

		2018	2017
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $5,820 and $5,778 in 2018 and 2017, respectively)	$	104,210	73,273
Cash paid (received) for income taxes, net	$	4,771	(670	)
Supplemental disclosure of non-cash transactions:
Exchangeable operating partnership units issued for acquisition of real estate	$	—	13,100
Mortgage loans assumed for the acquisition of real estate	$	9,700	—
Common stock issued under dividend reinvestment plan	$	996	908
Stock-based compensation capitalized	$	2,606	2,459
Contributions from limited partners in consolidated partnerships, net	$	—	311
Common stock issued for dividend reinvestment in trust	$	627	557
Contribution of stock awards into trust	$	1,244	1,372
Distribution of stock held in trust	$	524	677
Change in fair value of debt securities available-for-sale	$	5	51
Equity One Merger:
Notes payable assumed in Equity One merger, at fair value	$	—	757,399
Common stock exchanged for Equity One shares	$	—	4,471,808

See accompanying notes to consolidated financial statements.

6

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

September 30, 2018 and December 31, 2017

(in thousands, except unit data)

		2018	2017
Assets		(unaudited)
Real estate investments at cost:
Land, building and improvements	$	10,854,283	10,578,430
Properties in development		36,707	314,391
		10,890,990	10,892,821
Less: accumulated depreciation		1,474,769	1,339,771
		9,416,221	9,553,050
Investments in real estate partnerships		458,051	386,304
Net real estate investments		9,874,272	9,939,354
Properties held for sale		51,892	—
Cash and cash equivalents		40,365	45,370
Restricted cash		4,121	4,011
Tenant and other receivables, net of uncollectible reserves of $14,332 and $12,728 at September 30, 2018 and December 31, 2017, respectively		160,709	170,985
Deferred leasing costs, less accumulated amortization of $98,829 and $93,291 at September 30, 2018 and December 31, 2017, respectively		85,292	80,044
Acquired lease intangible assets, less accumulated amortization of $206,378 and $148,280 at September 30, 2018 and December 31, 2017, respectively		412,653	478,826
Other assets		427,726	427,127
Total assets	$	11,057,030	11,145,717
Liabilities and Capital
Liabilities:
Notes payable	$	3,008,592	2,971,715
Unsecured credit facilities		708,616	623,262
Accounts payable and other liabilities		236,250	234,272
Acquired lease intangible liabilities, less accumulated amortization of $84,435 and $56,550 at September 30, 2018 and December 31, 2017, respectively		507,341	537,401
Tenants’ security, escrow deposits and prepaid rent		43,988	46,013
Total liabilities		4,504,787	4,412,663
Commitments and contingencies		—	—
Capital:
Partners’ capital:
General partner; 169,441,714 and 171,364,908 units outstanding at September 30, 2018 and December 31, 2017, respectively		6,498,028	6,698,341
Limited partners; 349,902 units outstanding at September 30, 2018 and December 31, 2017		10,726	10,907
Accumulated other comprehensive income (loss)		14,066	(6,289	)
Total partners’ capital		6,522,820	6,702,959
Noncontrolling interest: Limited partners’ interests in consolidated partnerships		29,423	30,095
Total capital		6,552,243	6,733,054
Total liabilities and capital	$	11,057,030	11,145,717

See accompanying notes to consolidated financial statements.

7

REGENCY CENTERS, L.P.

Consolidated Statements of Operations

(in thousands, except per unit data)

(unaudited)

		Three months ended September 30,					Nine months ended September 30,
		2018		2017			2018		2017
Revenues:
Minimum rent	$	204,005		195,393		$	614,224		532,625
Percentage rent		1,224		1,147			6,292		5,509
Recoveries from tenants and other income		66,127		59,554			194,900		162,089
Management, transaction, and other fees		6,954		6,047			20,999		19,353
Total revenues		278,310		262,141			836,415		719,576
Operating expenses:
Depreciation and amortization		89,183		91,474			266,812		243,757
Operating and maintenance		40,557		38,020			124,924		103,888
General and administrative		17,564		15,199			51,947		49,618
Real estate taxes		35,129		29,315			97,096		79,636
Other operating expenses (note 2)		2,045		3,195			6,476		81,621
Total operating expenses		184,478		177,203			547,255		558,520
Other expense (income):
Interest expense, net		36,618		34,679			111,477		97,285
Provision for impairment, net of tax		855		—			29,443		—
Early extinguishment of debt		—		—			11,172		12,404
Net investment (income) loss, including unrealized (gains) losses of ($484) and ($400), and ($842) and ($1,705) for the three and nine months ended September 30, 2018 and 2017, respectively		(923	)	(971	)		(1,524	)	(2,955	)
Total other expense (income)		36,550		33,708			150,568		106,734
Income from operations before equity in income of investments in real estate partnerships		57,282		51,230			138,592		54,322
Equity in income of investments in real estate partnerships		10,024		12,221			29,548		33,804
Income from operations		67,306		63,451			168,140		88,126
Gain on sale of real estate, net of tax		3,228		131			4,448		4,913
Net income		70,534		63,582			172,588		93,039
Limited partners’ interests in consolidated partnerships		(665	)	(637	)		(2,008	)	(1,884	)
Net income attributable to the Partnership		69,869		62,945			170,580		91,155
Preferred unit distributions and issuance costs		—		(3,147	)		—		(16,128	)
Net income attributable to common unit holders	$	69,869		59,798		$	170,580		75,027
Income per common unit - basic	$	0.41		0.35		$	1.00		0.48
Income per common unit - diluted	$	0.41		0.35		$	1.00		0.48

See accompanying notes to consolidated financial statements.

8

REGENCY CENTERS, L.P.

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

		Three months ended September 30,				Nine months ended September 30,
		2018	2017			2018		2017
Net income	$	70,534	63,582		$	172,588		93,039
Other comprehensive income (loss):
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments		2,717	(39	)		16,511		(3,911	)
Reclassification adjustment of derivative instruments included in net income		1,148	2,329			4,701		8,054
Unrealized gain (loss) on available-for-sale debt securities		24	8			(51	)	51
Other comprehensive income		3,889	2,298			21,161		4,194
Comprehensive income		74,423	65,880			193,749		97,233
Less: comprehensive income (loss) attributable to noncontrolling interests:
Net income attributable to noncontrolling interests		665	637			2,008		1,884
Other comprehensive income (loss) attributable to noncontrolling interests		132	—			775		(17	)
Comprehensive income attributable to noncontrolling interests		797	637			2,783		1,867
Comprehensive income attributable to the Partnership	$	73,626	65,243		$	190,966		95,366

See accompanying notes to consolidated financial statements.

9

REGENCY CENTERS, L.P. Consolidated Statements of Capital For the nine months ended September 30, 2018 and 2017  (in thousands) (unaudited)
		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, 2016	$	2,609,647		(1,967	)	(18,346	)	2,589,334		35,168		2,624,502
Net income		90,938		217		—		91,155		1,884		93,039
Other comprehensive loss		—		6		4,205		4,211		(17	)	4,194
Deferred compensation plan, net		(9	)	—		—		(9	)	—		(9	)
Contributions from partners		—		13,100		—		13,100		367		13,467
Distributions to partners		(233,704	)	(450	)	—		(234,154	)	(7,086	)	(241,240	)
Preferred unit distributions		(5,029	)	—		—		(5,029	)	—		(5,029	)
Restricted units issued as a result of amortization of restricted stock issued by Parent Company		10,920		—		—		10,920		—		10,920
Redemption of preferred stock		(325,000	)	—		—		(325,000	)	—		(325,000	)
Common units issued as a result of common stock issued by Parent Company, net of repurchases		4,453,889		—		—		4,453,889		—		4,453,889
Restricted units issued as a result of restricted stock issued by Parent Company upon Equity One merger		7,951		—		—		7,951		—		7,951
Balance at September 30, 2017		6,609,603		10,906		(14,141	)	6,606,368		30,316		6,636,684
Balance at December 31, 2017		6,698,341		10,907		(6,289	)	6,702,959		30,095		6,733,054
Adjustment due to change in accounting policy (note 1)		30,889		—		12		30,901		2		30,903
Adjusted balance at January 1, 2018		6,729,230		10,907		(6,277	)	6,733,860		30,097		6,763,957
Net income		170,222		358		—		170,580		2,008		172,588
Other comprehensive income		—		43		20,343		20,386		775		21,161
Deferred compensation plan, net		(14	)	—		—		(14	)	—		(14	)
Distributions to partners		(283,272	)	(582	)	—		(283,854	)	(3,457	)	(287,311	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization		12,308		—		—		12,308		—		12,308
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company		(124,989	)	—		—		(124,989	)	—		(124,989	)
Common units redeemed as a result of common stock redeemed by Parent Company, net of issuances		(5,457	)	—		—		(5,457	)	—		(5,457	)
Balance at September 30, 2018	$	6,498,028		10,726		14,066		6,522,820		29,423		6,552,243

See accompanying notes to consolidated financial statements.

10

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the nine months endedSeptember 30, 2018 and 2017

(in thousands)

(unaudited)

		2018		2017
Cash flows from operating activities:
Net income	$	172,588		93,039
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		266,812		243,757
Amortization of deferred loan costs and debt premiums		7,599		7,144
(Accretion) and amortization of above and below market lease intangibles, net		(26,031	)	(18,784	)
Stock-based compensation, net of capitalization		10,012		16,836
Equity in income of investments in real estate partnerships		(29,548	)	(33,804	)
Gain on sale of real estate, net of tax		(4,448	)	(4,913	)
Provision for impairment, net of tax		29,443		—
Early extinguishment of debt		11,172		12,404
Distribution of earnings from operations of investments in real estate partnerships		40,366		40,817
Loss on derivative instruments		—		51
Deferred compensation expense		1,475		2,885
Realized and unrealized gain on investments		(1,524	)	(2,878	)
Changes in assets and liabilities:
Tenant and other receivables, net		(13,326	)	(11,327	)
Deferred leasing costs		(6,259	)	(10,294	)
Other assets		(6,565	)	8,075
Accounts payable and other liabilities		15,100		4,908
Tenants’ security, escrow deposits and prepaid rent		(2,111	)	(2,490	)
Net cash provided by operating activities		464,755		345,426
Cash flows from investing activities:
Acquisition of operating real estate		(85,766	)	(2,109	)
Advance deposits paid on acquisition of operating real estate		(150	)	(350	)
Acquisition of Equity One, net of cash and restricted cash acquired of $74,507		—		(646,790	)
Real estate development and capital improvements		(174,145	)	(240,827	)
Proceeds from sale of real estate investments		151,142		13,323
Proceeds from (issuance of) notes receivable		15,648		(3,460	)
Investments in real estate partnerships		(58,372	)	(12,296	)
Distributions received from investments in real estate partnerships		5,488		36,603
Dividends on investment securities		281		200
Acquisition of investment securities		(16,946	)	(14,011	)
Proceeds from sale of investment securities		15,639		11,974
Net cash used in investing activities		(147,181	)	(857,743	)
Cash flows from financing activities:
Repurchase of common shares in conjunction with equity award plans		(6,772	)	(19,251	)
Common units repurchased through share repurchase program		(124,989	)	—
Proceeds from sale of treasury stock		99		100
Redemption of preferred partnership units		—		(325,000	)
Distributions to limited partners in consolidated partnerships, net		(3,457	)	(7,031	)
Distributions to partners		(282,858	)	(233,246	)
Distributions to preferred unit holders		—		(5,029	)
Repayment of fixed rate unsecured notes		(150,000	)	—
Proceeds from issuance of fixed rate unsecured notes, net		299,511		953,115
Proceeds from unsecured credit facilities		455,000		950,000
Repayment of unsecured credit facilities		(370,000	)	(650,000	)
Proceeds from notes payable		1,740		126,999
Repayment of notes payable		(113,037	)	(232,839	)
Scheduled principal payments		(7,767	)	(7,452	)
Payment of loan costs		(9,448	)	(12,868	)
Early redemption costs		(10,491	)	(12,419	)
Net cash (used in) provided by financing activities		(322,469	)	525,079
Net (decrease) increase in cash and cash equivalents and restricted cash		(4,895	)	12,762
Cash and cash equivalents and restricted cash at beginning of the period		49,381		17,879
Cash and cash equivalents and restricted cash at end of the period	$	44,486		30,641

11

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the nine months endedSeptember 30, 2018, and 2017

(in thousands)

(unaudited)