Guarantor Disclosure

The Parent Company and the Operating Partnership are co-issuers of the $300 million senior unsecured public notes due November, 2022 that was assumed from Equity One as a result of the merger. Certain wholly-owned subsidiaries of the Company provide full guarantees of these notes (the Guarantor Subsidiaries), which are joint and several, and unconditional. The following statements set forth the condensed consolidating financial information with respect to the guarantor subsidiaries:



	Condensed Consolidating Balance Sheet
	As of March 31, 2017
(in thousands)	Regency Centers Corporation	Regency Centers, L.P.	Guarantor Subsidiaries ⁽¹⁾	Non-Guarantor Subsidiaries ⁽¹⁾	Eliminating Entries		Consolidated
Assets
Net real estate investments	—	381,691	2,848,920	6,973,201	(7,082	)	10,196,730
Investment in subsidiaries	6,764,503	8,899,971	—	—	(15,664,474	)	—
Other assets, net	501,581	278,521	281,315	561,104	(683,279	)	939,242
Total Assets	7,266,084	9,560,183	3,130,235	7,534,305	(16,354,835	)	11,135,972
Liabilities
Total notes payable and unsecured credit facilities	500,000	2,683,728	93,153	799,463	(669,118	)	3,407,226
Other liabilities	1,581	111,952	284,717	587,236	(21,243	)	964,243
Total Liabilities	501,581	2,795,680	377,870	1,386,699	(690,361	)	4,371,469
Equity
Shareholders' Equity	6,731,349	6,729,286	2,752,365	6,147,606	(15,629,257	)	6,731,349
Non-controlling interest	33,154	35,217	—	—	(35,217	)	33,154
Total Equity	6,764,503	6,764,503	2,752,365	6,147,606	(15,664,474	)	6,764,503
Total Liabilities and Equity	7,266,084	9,560,183	3,130,235	7,534,305	(16,354,835	)	11,135,972



	Condensed Consolidating Statement of Income
	For the three months ended March 31, 2017
(in thousands)	Regency Centers Corporation		Regency Centers, L.P.		Guarantor Subsidiaries ⁽¹⁾		Non-Guarantor Subsidiaries ⁽¹⁾		Eliminating Entries		Consolidated
Total revenue	—		6,646		17,958		171,527		—		196,131
Equity in subsidiaries	(20,715	)	67,935		—		—		(47,220	)	—
Total costs and expenses	—		87,293		13,605		99,678		(125	)	200,451
Income before other income and expense and income taxes	(20,715	)	(12,712	)	4,353		71,849		(47,095	)	(4,320	)
Other income (expense)	(11,856	)	(19,859	)	(329	)	(7,938	)	11,731		(28,251	)
Noncontrolling interest	(652	)	(671	)	—		—		671		(652	)
Net income attributable to shareholders	(33,223	)	(33,242	)	4,024		63,911		(34,693	)	(33,223	)

⁽¹⁾ The fair value of the assets acquired and liabilities assumed from the Equity One merger, and resulting depreciation and amortization, are based on provisional purchase price allocations and are subject to change, as further discussed in note 2.



	Condensed Consolidating Statement of Cash Flows
	For the three months ended March 31, 2017
(in thousands)	Regency Centers Corporation		Regency Centers, L.P.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminating Entries		Consolidated
Net cash (used in) provided by operating activities	56,531		(41,028	)	11,837		99,153		(93,770	)	32,723
Cash flows from investing activities:
Merger with Equity One	—		(648,957	)	—		—		—		(648,957	)
Real estate development and capital improvements	—		(5,117	)	—		(61,387	)	—		(66,504	)
Proceeds from sale of real estate investments	—		1,749		—		—		—		1,749
Issuance of notes receivable	—		(510	)	—		—		—		(510	)
Investments in real estate partnerships	—		(1,688	)	—		—		—		(1,688	)
Distributions received from investments in real estate partnerships	—		25,428		—		—		—		25,428
Dividends on investment securities	—		55		—		—		—		55
Acquisition of securities	—		(3,334	)	—		—		—		(3,334	)
Distributions received from subsidiaries	268,274		—		—		—		(268,274	)	—
Proceeds from sale of securities	—		3,815		—		—		—		3,815
Net cash used in investing activities	268,274		(628,559	)	—		(61,387	)	(268,274	)	(689,946	)
Cash flows from financing activities:
Proceeds from sale of treasury stock	—		76		—		—		—		76
Repurchase of common shares in conjunction with equity award plans	(18,275	)	(18,275	)	—		—		18,275		(18,275	)
Redemption of preferred stock and partnership units	(250,000	)	(250,000	)	—		—		250,000		(250,000	)
Distributions to limited partners in consolidated partnerships, net	—		(786	)	—		—		—		(786	)
Distributions to exchangeable operating partnership unit holders	—		(79	)	—		—		—		(79	)
Dividends paid to common stockholders	(53,289	)	(53,289	)	(11,640	)	(25,599	)	90,528		(53,289	)
Dividends paid to preferred stockholders	(3,241	)	(3,241	)	—		—		3,241		(3,241	)
Proceeds from issuance of fixed rate unsecured notes, net	—		646,424		—		—		—		646,424
Proceeds from unsecured credit facilities	—		740,000		—		—		—		740,000
Repayment of unsecured credit facilities	—		(360,000	)	—				—		(360,000	)
Proceeds from notes payable	—		—		—		1,577		—		1,577
Repayment of notes payable	—		—		(197	)	(11,225	)	—		(11,422	)
Scheduled principal payments	—		—		—		(1,367	)	—		(1,367	)
Payment of loan costs	—		(7,644	)	—		(1,152	)	—		(8,796	)
Net cash provided by (used in) financing activities	(324,805	)	693,186		(11,837	)	(37,766	)	362,044		680,822
Net increase (decrease) in cash and cash equivalents	—		23,599		—		—		—		23,599
Cash and cash equivalents at beginning of the period	—		13,256		—		—		—		13,256
Cash and cash equivalents at end of the period	—		36,855		—		—		—		36,855