Regency Centers
Annual Report 2012

Plain-text annual report

 To our fellow shareholders: Over the past several years, Regency Centers has built upon our rock solid foundation to sustain meaningful growth in shareholder value. We believe the steps we have taken to enhance our portfolio, development program, and balance sheet are positioning us to consistently perform at Regency’s high standards, which will distinguish us as a best-in-class shopping center company. In 2012, the hard work and focus of our dedicated team of professionals were clearly evident in our financial results, which drive Funds from Operations (FFO), net asset value (NAV) and, in turn, shareholder returns. I am extremely proud of what the team has accomplished. Several of their more notable achievements include: • Our leasing and operations team capitalized on robust demand and the improved health of our retail customers to produce 1,800 new and renewal leases, totaling more than five million square feet. This outstanding work pushed percent leased in the operating portfolio to 94.6%—close enough to our goal of 95% that we are now eyeing a more ambitious goal of 96%. • Our asset managers are beginning to harvest higher rents from increased pricing power, as evidenced by rent growth of 5.5%, including almost 20% on new leases. This favorable trend results from occupancy rapidly approaching our historic levels, the ever tightening supply of available space, and strong retailer demand to expand into the highly desirable shopping centers that make up Regency’s portfolio. • These factors, together with the team’s single-minded determination, drove same property net operating income (NOI) by 4%, or almost $15 million. At today’s property valuations, this translates into approximately $250 million of NAV, or more than $2.50 per share. • Regency’s development group, working closely with operations, completed nine projects that are now over 97% leased. Another $150 million of new developments were started and are nearly 90% leased. Together with the transformation of another five centers through redevelopment, these 17 exceptional shopping centers have resulted in $75 million in additional NAV. • Regency’s transactions team generated more than $450 million from asset sales. The majority of these 27 shopping centers no longer met our risk, strategic or NOI growth profiles. With these dispositions, we reduced the nonstrategic properties currently targeted for sale to less than 5% of the portfolio and were able to direct nearly $250 million toward the acquisition of extremely high-quality shopping centers. The portfolio enhancement is compelling. The centers we purchased benefit from three-mile populations that average 100,000 people and household incomes of more than $100,000, grocery sales exceeding $1,000 per square foot, and projected long-term NOI growth of better than 3%, metrics vastly exceeding those of the properties we sold. • Regency’s capital markets team used the remainder of the proceeds from the dispositions to pay down debt and fund development. In addition, they further fortified the balance sheet and our access to capital by issuing more than $300 million of perpetual preferred stock at significantly lower rates than the preferred that was redeemed and by expanding our line of credit to $800 million. With only $70 million outstanding at the end of the year, Regency had $730 million of capacity on our bank facilities and manageable amounts of debt maturing during the next several years. We also mitigated the interest rate risk on 60% of the unsecured debt maturing in 2014 and 2015 by locking in Treasury rates that were approaching historical lows. These accomplishments would not have been possible without the incredible efforts of Regency’s exceptional people, working seamlessly across functional lines. From inside the tent, we have seen the benefits from the dedication of the team building for some time now. It is gratifying that these improving trends are starting to clearly translate into the two most critical financial results: • Core Funds from Operations (CFFO) totaled $2.56 per share, up 6.7%. The CFFO growth rate is a good proxy for increasing NAV, and would have been even higher had it not been for the dilutive impact of our asset sales, which exceeded our acquisitions by a significant amount. • Most important, total shareholder return increased by more than 30%, meaningfully above the average of our peers. A Sharpened Strategy to Build Shareholder Value To be sure, we recognize that a single year’s positive results do not define Regency’s standard for success. This is particularly the case given our view that economic growth and consumer spending, while positive, will be slow for the foreseeable future. We also are keenly mindful of how powerful competitive and structural forces, as well as the Internet, are reshaping the grocery industry and key retail categories. 2013 will be Regency Centers’ 50th year in business, and over the past half century, our focus has been—and today remains—on consistent, superior performance over the long term. We have learned valuable lessons from boom and bust business cycles and a constant evolution of our tenant base. Our experience over the past five decades has molded and sharpened our strategy for building on our core competencies and growing shareholder value. Reliable NOI Growth: The “Holy Grail” Our strategy starts with an intense focus on producing reliable growth in NOI, Regency’s “Holy Grail” and the cornerstone of consistent increases in earnings and NAV. Our experience shows that community and neighborhood shopping centers in infill trade areas with supply constraints and substantial buying power, and anchored by highly productive grocers, will benefit from sustainable competitive advantages. This compelling combination attracts the best national, regional and local retailers and restaurants, and translates into occupancy and pricing power. Net operating income is further fortified by distinguishing the appearance of Regency’s shopping centers through timely maintenance and well-conceived renovations. Finally, NOI is strengthened through superior tenant and shopper experiences, created through diligent asset management and the effective use of technology. The reliability of rental revenues will be further enhanced as we continue to add to our portfolio through new acquisitions and developments that share the attributes discussed above and are comparable to the exceptional centers in which we invested in 2012. At the same time we are playing offense, we are also extremely vigilant and proactive about identifying and selling those ever-diminishing number of centers that are no longer “in the fairway.” Development: A Core Value-Creating Competency Our ability to create value through disciplined development and redevelopment of exceptional shopping centers is one of our core competencies. While we substantially reduced the size of our development infrastructure in response to the “Great Recession,” we took the view that retailer demand for prime space would eventually return, and we maintained ample capabilities for a right-sized development program. Our successful developments share the same critical ingredients that characterize the high quality, infill shopping centers found in our operating portfolio. We embrace opportunities that are difficult to entitle and assemble—sometimes taking years. These are the centers that play to our strengths and are most resistant to future competition. In essence, we are seeking out the very best locations that will attract highly productive traditional and specialty grocers and top-notch side shop retailers and restaurants. Developing special locations with great anchors is the reason that the $275 million of developments started since the recession are more than 90% leased and are contributing an estimated $125 million to NAV. A Balance Sheet for All Seasons Although capital is plentiful and at rates that are incredibly low by any standard, the deep economic downturn that began in 2008, and lasted well into 2010, was a poignant reminder of how quickly the financial markets can become real ugly. We continue to manage Regency’s balance sheet to be prepared to weather a bad financial storm and to profit during normal conditions. Specifically, this means we will continue to rigorously monitor our commitments, maintaining substantial uncommitted capacity on our $800 million line of credit. We will also opportunistically improve our financial ratios through the astute sale of assets and equity on a basis accretive to NAV. Regency Centers’ Brand: Our People Since my parents, Joan Newton and Martin Stein, founded Regency in 1963, our people have been our most fundamental asset. We believe they’re the best in the business, a team forged by skill, experience and creative energy, working together to provide exceptional service to our customers, to connect to our communities, and to create value for our investors. In essence, our people are Regency’s brand and, together with our special culture, distinguish us from our peers. This culture was epitomized by Bruce Johnson, who retired at the end of 2012. During the 33 years Bruce has been my wise partner and friend, including 20 as Regency’s consummate chief financial officer, he not only played a critical role in all of our important milestones, he also personified our core values. As Mr. Perspective, he always exemplified the perfect mixture of family, relationships, doing what is right, community service, industry leadership, conservative financial management, and performance. Bruce was a true leader in making Regency an exceptional company, and we will be forever appreciative of his huge contributions. A Vision and Commitment to Sustain Excellence As I look back on the past several years, it is clear to me that Regency had the resiliency, capabilities, and most important of all, the dedication of our people, to emerge from the downturn as a stronger and more focused company. We know what it takes to be a blue chip company that year in and year out produces superior results and builds shareholder value. That is the vision Regency’s talented team is committed to realizing each and every day. On behalf of our entire management team, particularly Brian Smith, our president, and Lisa Palmer, who in 2013 succeeded Bruce as chief financial officer, I’d like to thank our shareholders for putting their faith in our strategy, our team of hardworking professionals for their extraordinary efforts, our board of directors for their thoughtful and insightful guidance, and our many partners, particularly our tenants and the communities in which we operate, for their support. Sincerely, Martin E. “Hap” Stein, Jr. Chairman and Chief Executive Officer UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 or 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) DELAWARE (REGENCY CENTERS, L.P.) (State or other jurisdiction of incorporation or organization) One Independent Drive, Suite 114 Jacksonville, Florida 32202 (Address of principal executive offices) (zip code) 59-3191743 59-3429602 (I.R.S. Employer Identification No.) (904) 598-7000 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Regency Centers Corporation Title of each class Common Stock, $.01 par value 6.625% Series 6 Cumulative Redeemable Preferred Stock, $.01 par value 6.000% Series 7 Cumulative Redeemable Preferred Stock, $.01 par value Name of each exchange on which registered New York Stock Exchange New York Stock Exchange New York Stock Exchange Regency Centers, L.P. Title of each class None Name of each exchange on which registered 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 NO Regency Centers, L.P. YES NO 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 NO Regency Centers, L.P. YES NO 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 NO Regency Centers, L.P. YES NO 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 NO Regency Centers, L.P. YES NO 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 Regency Centers, L.P. 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 Non-accelerated filer Regency Centers, L.P.: Large accelerated filer Non-accelerated filer Accelerated filer Smaller reporting company Accelerated filer Smaller reporting company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Regency Centers Corporation YES NO Regency Centers, L.P. YES NO 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 $ 4,187,374,700 Regency Centers, L.P. N/A The number of shares outstanding of the Regency Centers Corporation’s voting common stock was 90,395,745 as of February 21, 2013. Portions of Regency Centers Corporation's proxy statement in connection with its 2013 Annual Meeting of Stockholders are incorporated by reference in Part III. Documents Incorporated by Reference EXPLANATORY NOTE This report combines the annual reports on Form 10-K for the year ended December 31, 2012 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” 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, 2012, 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 18% 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. (This page intentionally left blank) TABLE OF CONTENTS Item No. Form 10-K Report Page 1. 1A. 1B. 2. 3. 4. 5. 6. 7. 7A. 8. 9. 9A. 9B. 10. 11. 12. 13. 14. 15. Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures PART I PART II Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Consolidated Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Directors, Executive Officers, and Corporate Governance Executive Compensation PART III Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services Exhibits and Financial Statement Schedules PART IV SIGNATURES 16. Signatures 1 4 11 12 31 31 31 33 35 54 55 121 121 122 122 123 123 123 123 124 129 (This page intentionally left blank) Forward-Looking Statements In addition to historical information, the following information contains forward-looking statements as defined under federal securities laws. These forward-looking statements include statements about potential changes in our revenues, the size of our development 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 Parent Company and the Operating Partnership, collectively “Regency” or “the Company”, operate, 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. Such risks and uncertainties include, but are not limited to, changes in national and local economic conditions; financial difficulties of tenants; competitive market conditions, including timing and pricing of acquisitions and sales of properties and out-parcels; changes in leasing activity and market rents; timing of development starts; meeting development schedules; our inability to exercise voting control over the co-investment partnerships through which we own many of our properties; consequences of any armed conflict or terrorist attack against the United States; and the ability to obtain governmental approvals. We do not undertake any obligation to release publicly any revision to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of uncertain events. For additional information, see “Risk Factors” elsewhere herein. 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. Item 1. Business PART I Regency Centers Corporation began its operations as a real estate investment trust ("REIT") in 1993 and is the managing general partner in Regency Centers, L.P. We endeavor to be the preeminent, best-in-class national shopping center company distinguished by sustaining growth in shareholder value and compounding total shareholder return in excess of our peers. We work to achieve these goals through reliable growth in net operating income from a portfolio of dominant, infill shopping centers, balance sheet strength, value-added development capabilities and an engaged team of talented and dedicated people. All of our operating, investing, and financing activities are performed through the Operating Partnership, its wholly- owned subsidiaries, and through its investments in real estate partnerships with third parties (also referred to as "co-investment partnerships" or "joint ventures"). The Parent Company currently owns approximately 99.8% of the outstanding common partnership units of the Operating Partnership. At December 31, 2012, we directly owned 204 shopping centers (the “Consolidated Properties”) located in 24 states representing 22.5 million square feet of gross leasable area (“GLA”). Through co-investment partnerships, we own partial ownership interests in 144 shopping centers (the “Unconsolidated Properties”) located in 24 states and the District of Columbia representing 17.8 million square feet of GLA. 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 building pads ("out-parcels") to these same types of tenants. Historically, we have experienced growth in revenues by increasing occupancy and rental rates in our existing shopping centers and by acquiring and developing new shopping centers. At December 31, 2012, the consolidated shopping centers were 94.1% leased, as compared to 92.2% at December 31, 2011. 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 also evaluate consumer preferences, shopping behaviors, and demographics to anticipate both challenges and opportunities in the changing retail industry that may affect our tenants. We grow our shopping center portfolio through acquisitions of operating centers and new shopping center development. We will continue to use our development capabilities, market presence, and anchor relationships to invest in value-added new development and redevelopments of existing centers. Development is customer driven, meaning we generally have an executed lease from the anchor before we start construction. Developments serve the growth needs of our anchors and retailers, resulting in modern shopping centers with long-term anchor leases that produce attractive returns on our invested capital. This development process typically requires two to three years once construction has commenced, but can vary subject to the size and complexity of the project. We fund our acquisition and development activity from various capital sources including property sales, equity offerings, and new debt. 1 Co-investment partnerships provide us with an additional capital source for shopping center acquisitions, as well as the opportunity to earn fees for asset management, property management, and other investing and financing services. As asset manager, we are engaged by our partners to apply similar operating, investment and capital strategies to the portfolios owned by the co-investment partnerships as those applied to the portfolio that we wholly-own. Co-investment partnerships grow their shopping center investments through acquisitions from third parties or direct purchases from us. Although selling properties to co-investment partnerships reduces our direct ownership interest, it provides a source of capital that further strengthens our balance sheet while we continue to share, to the extent of our ownership interest, in the risks and rewards of shopping centers that meet our high quality standards and long-term investment strategy. We recognize the importance of continually improving the environmental sustainability performance of our real estate assets. To date we have received LEED (Leadership in Energy and Environmental Design) certifications by the U.S. Green Building Council at seven shopping centers and have four additional in-process developments targeting certification. We also continue to implement best practices in our operating portfolio to reduce our power and water consumption, in addition to other sustainability initiatives. We believe that the design, construction and operation of environmentally efficient shopping centers will contribute to our key strategic goals. Competition We are among the largest owners of shopping centers in the nation based on revenues, number of properties, gross leasable area, and market capitalization. There are numerous companies and private 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 headquarters are located at One Independent Drive, Suite 114, Jacksonville, Florida. We presently maintain 17 market offices nationwide where we conduct management, leasing, construction, and investment activities. At December 31, 2012, we had 368 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. While we have a number of properties that could require or are currently undergoing varying levels of environmental remediation, environmental remediation is not currently expected to have a material financial impact on us due to reserves for remediation, insurance programs designed to mitigate the cost of remediation, and various state-regulated programs that shift the responsibility and cost to the state. 2 Executive Officers The executive officers of the Company are appointed each year by the Board of Directors. Each of the executive officers has been employed by the Company in the position indicated in the list or positions indicated in the pertinent notes below. Each of the executive officers has been employed by the Company for more than five years. Name Age Title Martin E. Stein, Jr. Brian M. Smith Lisa Palmer Dan M. Chandler, III John S. Delatour James D. Thompson 60 57 44 46 54 59 Chairman and Chief Executive Officer President and Chief Operating Officer Executive Vice President and Chief Financial Officer Managing Director - West Managing Director - Central Managing Director - East Executive Officer in Position Shown Since 1993 2009 (1) 2013 (2) 2009 (3) 1999 1993 (1) In February 2009, Brian M. Smith, Managing Director and Chief Investment Officer of the Company since 2005, was appointed to the position of President. Prior to serving as our Managing Director and Chief Investment Officer, from March 1999 to September 2005, Mr. Smith served as Managing Director of Investments for our Pacific, Mid-Atlantic, and Northeast divisions. (2) Lisa Palmer is our Executive Vice President and Chief Financial Officer. Ms. Palmer served as Senior Manager of Investment Services in 1996 and assumed the role of Vice President of Capital Markets in 1999. She served as Senior Vice President of Capital Markets from 2003 to 2012 until assuming the role of Chief Financial Officer in January 2013. (3) Dan M. Chandler, III, has served as our Managing Director - West since August 2009. From August 2007 to April 2009, Mr. Chandler was a principal with Chandler Partners, a private commercial and residential real estate developer in Southern California. During 2009, Mr. Chandler was also affiliated with Urban|One, a real estate development and management firm in Los Angeles. Mr. Chandler was a Managing Director for us from 2006 to July 2007, Senior Vice President of Investments from 2002 to 2006, and Vice President of Investments from 1997 to 2002. Company Website Access and SEC Filings The Company's 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 The Company's registrar and stock transfer agent is Wells Fargo Bank, N.A. (“Wells Fargo Shareowner Services”), Mendota Heights, MN. The Company offers a dividend reinvestment plan (“DRIP”) that enables its stockholders to reinvest dividends automatically, as well as to make voluntary cash payments toward the purchase of additional shares. For more information, contact Wells Fargo toll free at (800) 468-9716 or the Company's Shareholder Relations Department at (904) 598-7000. The Company's Independent Registered Public Accounting Firm is KPMG LLP, Jacksonville, Florida. The Company's legal counsel is Foley & Lardner LLP, Jacksonville, Florida. Annual Meeting The Company's annual meeting will be held at The Ponte Vedra Inn & Club, 200 Ponte Vedra Blvd, Ponte Vedra Beach, Florida, at 11:00 a.m. on Tuesday, May 7, 2013. 3 Item 1A. Risk Factors Risk Factors Related to Our Industry and Real Estate Investments 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 has been or 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; the ongoing consolidation in the retail sector; the excess amount of retail space in a number of markets; reduction in the demand by tenants to occupy our shopping centers as a result of reduced consumer demand for certain retail formats such as video rental stores; a shift in retail shopping from brick and mortar stores to Internet retailers and catalogs; 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 increased energy costs on consumers and its consequential effect on the number of shopping visits to our centers; 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 by poor economic or market conditions 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, 2012, our properties in California, Florida, and Texas accounted for 30.6%, 11.1%, and 11.0%, respectively, of our net income. 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. Loss of revenues from significant tenants could reduce distributions to stock and unit holders. We derive significant revenues from anchor tenants such as Kroger, Publix, Safeway and Supervalu, which are our four most significant anchor tenants as they account for 4.3%, 4.2%, 3.3% and 2.1% respectively, of our total annualized base rent from Consolidated Properties plus our pro-rata share of annualized base rent from Unconsolidated Properties ("pro-rata basis"), which is recognized in equity in income (loss) of investment in real estate partnerships, for the year ended December 31, 2012. Distributions to stock and unit holders 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. 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. Some anchors have the right to vacate and prevent re-tenanting by paying rent for the balance of the lease term. If significant tenants vacate a property, then other tenants may be entitled to terminate their leases at the property. 4 Our net income depends on the success and continued occupancy of our tenants. Our net income could be adversely affected in the event of bankruptcy or insolvency of any of our anchors or a significant number of our non-anchor tenants within a shopping center, or if we fail to lease significant portions of our new developments. The adverse impact on our net income may be greater than the loss of rent from the resulting unoccupied space because 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 large 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 large 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. 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 hold 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 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, as described above, are not identified, management will not assess the recoverability of a property's carrying value. The fair value of real estate assets is highly 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 a significant degree of 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 results of operations in the period in which the charge is taken. 5 Adverse global market and economic conditions may adversely affect us and could cause us to recognize additional 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 additional 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. 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 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: • we may not be able to identify suitable properties to acquire or may be unable to complete • • • • the acquisition of the properties we identify; properties we acquire may fail to achieve the occupancy or rental rates we project, within the time frames we project, at the time we make the decision to invest, 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 property or building prior to our acquisition, and any representations we may receive from the seller of such building or property, may fail to reveal various liabilities, which could reduce the cash flow from the property 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; and • we may not be able to integrate an acquisition into our existing operations successfully. Unsuccessful development activities or a slowdown in development activities could have a direct impact on our revenues and our revenue growth. We actively pursue development activities as opportunities arise. 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 ability 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; delays in the development and construction process; the risk that we may abandon development opportunities and lose our investment in these developments; the risk that the current size of our development pipeline will strain the organization's capacity to complete the developments within the targeted timelines and at the expected returns on invested capital; and the lack of cash flow during the construction period. • • • • • If our developments are unsuccessful or we experience a slowdown in development activities, our revenue growth and/or operating expenses may be adversely impacted. 6 We may experience difficulty or delay in renewing leases or re-leasing space. We derive most of our revenue directly or indirectly 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. 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 the harmful effects of earthquakes, tropical storms, hurricanes, tornadoes, wildfires, and similar natural disasters. As of December 31, 2012, approximately 23.4%, 14.9%, and 9.5% 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. While much of the cost of this insurance is passed on to our tenants as reimbursable property costs, some tenants do not pay a pro rata share of these costs under their leases. 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 demonstrable 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 policies 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 from hurricanes, terrorism, wars or earthquakes, which may be uninsurable, or the cost of insuring against such losses may not be economically justifiable. 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, one or more of the 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 the value of our Parent Company's stock price. We depend on the efforts of our key executive personnel. Although we believe qualified replacements could be found for our key executives, the loss of their services could adversely affect our Parent Company's stock price. We face competition from numerous sources, including other real estate investment trusts and small real estate owners. The ownership of shopping centers is highly fragmented. We face competition from other real estate investment trusts as well as from numerous small owners in the acquisition, ownership, and leasing of shopping centers. We compete to develop shopping centers with other real estate investment trusts engaged in development activities as well as with local, regional, and national real estate developers. If we cannot successfully compete in our targeted markets, our cash flow, and therefore distributions to stock and unit holders, may be adversely affected. 7 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 borrow using the property as collateral. 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 that adversely affect our cash flows. All of our properties are required to comply with the Americans with Disabilities Act (“ADA”). The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to people with disabilities. Compliance with the 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 additional costs and become subject to litigation. We have implemented an online payment system where 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 adversely affect our operations, results of operations, financial condition and liquidity, and could result in litigation against us or the imposition of penalties. In addition, a security breach could require that we expend significant additional resources related to our information security systems and could result in a disruption of our operations. We rely extensively on computer systems to process transactions and manage our business. Disruptions in both our primary and secondary (back-up) systems could harm our ability to run our business. Although we have independent, redundant and physically separate primary and secondary computer systems, it is critical that we maintain uninterrupted operation of our business-critical computer systems. Our computer systems, including our back-up systems, are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches, catastrophic events such as fires, tornadoes and hurricanes, and usage errors by our employees. If our computer systems and our back-up systems are damaged or cease to function properly, we may have to make a significant investment to repair or replace them, and we may suffer interruptions in our operations in the interim. Any material interruption in both of our computer systems and back-up systems may have a material adverse effect on our business or 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 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. We do not have voting control over the ventures. The other partner might (i) have interests or goals that are inconsistent with our interests or goals or (ii) otherwise impede our objectives. The other partner also might 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. 8 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. These sales proceeds are used to fund the construction of new developments. 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 will likely not be able to fund all future capital needs, including capital for acquisitions or developments, 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 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 reduce distributions to stock and unit holders. Our organizational documents do not limit the amount of debt that we may incur. 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 might be forced (i) to dispose of properties, which might result in losses, or (ii) to obtain financing at unfavorable terms. Either 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, causing the loss of cash flow from that property. 9 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 did 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. While 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, in addition, increases in interest rates will affect the terms under which we refinance our existing debt as it matures. 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. Risk Factors Related to Interest Rates and the Market Price for Our Stock Changes in economic and market conditions could adversely affect the Parent Company's stock price. The market price of our common stock 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 or dividends; 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; speculation in the press or investment community; and general market and economic conditions. These factors may cause the market price of our common stock to decline, regardless of our financial condition, results of operations, business or prospects. It is impossible to ensure that the market price of 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. 10 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 we qualify 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 we qualify as a REIT, we generally will not be subject to federal income tax on our income that we distribute currently to our stockholders. Many of the REIT requirements, however, are highly technical and complex. The determination that we are 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. Even a technical or inadvertent mistake could jeopardize our REIT status. 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 us to remain qualified as a REIT. Also, unless the IRS granted us relief under certain statutory provisions, we would remain disqualified as a REIT for four years following the year we first failed to qualify. If we 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 we qualify as a REIT, we cannot assure you that we will continue to qualify or remain qualified as a REIT for tax purposes. Even if we qualify 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. 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 our 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 our articles of incorporation, for the purpose of maintaining our 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. Our 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 control share acquisitions and affiliated transactions could also deter potential acquisitions by preventing the acquiring party from voting the common stock it acquires or consummating a merger or other extraordinary corporate transaction without the approval of our disinterested stockholders. Item 1B. Unresolved Staff Comments None. 11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): Location California Florida Texas Ohio Georgia Colorado Virginia Illinois North Carolina Oregon Washington Missouri Tennessee Arizona Massachusetts Nevada Pennsylvania Delaware Michigan Maryland Alabama South Carolina Indiana Kentucky Total December 31, 2012 December 31, 2011 # Properties GLA (in thousands) % of Total GLA % Leased # Properties GLA (in thousands) % of Total GLA % Leased 43 39 18 10 15 14 7 4 9 8 6 4 5 3 2 1 4 2 2 1 1 2 3 1 5,544 3,961 2,324 1,402 1,386 1,163 951 748 743 741 683 408 392 387 357 331 325 243 118 88 85 74 55 23 24.6% 17.6% 10.3% 6.2% 6.2% 5.2% 4.2% 3.3% 3.3% 3.3% 3.0% 1.8% 1.7% 1.7% 1.6% 1.5% 1.5% 1.1% 0.5% 0.4% 0.4% 0.3% 0.2% 0.1% 204 22,532 100.0% 95.1% 93.0% 95.2% 97.1% 93.1% 94.3% 94.2% 97.3% 91.8% 91.2% 92.8% 99.0% 95.9% 88.1% 94.6% 91.1% 99.1% 94.2% 43.9% 100.0% 86.2% 100.0% 89.8% 100.0% 94.1% 44 45 22 12 14 14 7 5 9 8 5 4 6 3 2 1 4 2 2 1 1 2 3 1 5,521 4,550 2,932 1,592 1,269 1,162 951 863 837 741 357 408 479 389 360 331 322 243 118 88 85 74 55 23 23.3% 19.2% 12.4% 6.7% 5.3% 4.9% 4.0% 3.6% 3.5% 3.1% 1.5% 1.7% 2.0% 1.6% 1.5% 1.4% 1.4% 1.0% 0.5% 0.4% 0.4% 0.3% 0.2% 0.1% 217 23,750 100.0% 91.1% 92.6% 93.5% 96.3% 89.1% 91.6% 92.9% 95.0% 92.6% 90.8% 94.1% 98.7% 94.1% 84.0% 94.6% 88.7% 98.4% 89.6% 39.2% 97.2% 86.2% 98.1% 82.3% 93.9% 92.2% Certain Consolidated Properties are encumbered by mortgage loans of $474.0 million as of December 31, 2012. The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is $16.95 per square foot as of December 31, 2012. 12 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, excluding the properties of BRE Throne, LLC ("BRET") as the property holdings of BRET do not impact the rate of return on Regency's preferred stock investment): Location California Virginia Maryland North Carolina Texas Illinois Pennsylvania Colorado Florida Minnesota Washington Ohio South Carolina Wisconsin Georgia Connecticut New Jersey Massachusetts New York Indiana Alabama Arizona Oregon Delaware Dist. of Columbia Total December 31, 2012 December 31, 2011 # Properties GLA (in thousands) % of Total GLA % Leased # Properties GLA (in thousands) % of Total GLA % Leased 25 22 14 8 9 8 7 6 11 5 5 2 4 2 3 1 2 1 1 2 1 1 1 1 2 3,265 2,789 1,577 1,276 1,227 1,067 982 962 841 675 577 532 286 269 244 180 157 149 141 139 119 108 93 67 40 18.4% 15.7% 8.9% 7.2% 6.9% 6.0% 5.5% 5.4% 4.7% 3.8% 3.3% 3.0% 1.6% 1.5% 1.4% 1.0% 0.9% 0.8% 0.8% 0.8% 0.7% 0.6% 0.5% 0.4% 0.2% 144 17,762 100.0% 95.7% 96.3% 92.9% 96.4% 95.9% 97.1% 96.1% 93.0% 93.7% 97.5% 94.5% 90.2% 96.3% 96.9% 95.3% 99.8% 94.0% 95.4% 27 21 15 7 9 10 7 6 11 5 5 2 4 2 3 1 2 1 100.0% — 91.9% 71.6% 89.2% 94.8% 100.0% 100.0% 95.2% 2 1 1 1 2 2 3,551 2,780 1,727 1,192 1,227 1,328 982 941 841 675 577 532 286 269 243 180 157 185 — 139 119 108 93 227 40 19.3% 15.1% 9.4% 6.5% 6.7% 7.2% 5.3% 5.1% 4.6% 3.7% 3.1% 2.9% 1.6% 1.5% 1.3% 1.0% 0.9% 1.0% —% 0.7% 0.6% 0.6% 0.5% 1.2% 0.2% 95.5% 94.8% 92.9% 95.8% 96.0% 97.5% 95.9% 95.5% 93.2% 98.4% 90.9% 93.3% 96.3% 93.5% 92.0% 99.8% 96.6% 98.1% —% 93.1% 64.6% 92.1% 92.5% 89.3% 100.0% 94.8% 147 18,399 100.0% Certain Unconsolidated Properties are encumbered by mortgage loans of $1.8 billion as of December 31, 2012. The weighted average annual effective rent for the unconsolidated portfolio of properties, net of tenant concessions, is $17.03 per square foot as of December 31, 2012. 13 The following table summarizes the largest tenants occupying our shopping centers for Consolidated Properties plus Regency's pro-rata share of Unconsolidated Properties, excluding the properties of BRET, as of December 31, 2012, 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 Percentage of Annualized Base Rent Number of Leased Stores Rent Kroger Publix Safeway Supervalu CVS TJX Companies Whole Foods PETCO Ahold Ross Dress For Less H.E.B. Walgreens JPMorgan Chase Bank Sears Holdings Trader Joe's Starbucks Wells Fargo Bank Rite Aid Bank of America Sports Authority Harris Teeter Target Subway Toys "R" Us Michael's Wal-Mart Hallmark 1,987 1,948 1,535 774 501 573 252 264 361 273 295 150 66 426 124 92 72 207 70 141 248 350 93 176 169 435 133 7.0% $ 19,182 19,041 6.9% 14,696 5.4% 9,559 2.7% 8,051 1.8% 7,081 2.0% 5,485 0.9% 5,450 0.9% 5,134 1.3% 4,341 1.0% 4,326 1.0% 3,906 0.5% 3,599 0.2% 3,445 1.5% 3,373 0.4% 3,335 0.3% 3,329 0.3% 3,206 0.7% 3,183 0.2% 3,063 0.5% 2,929 0.9% 2,884 1.2% 2,832 0.3% 2,750 0.6% 2,579 0.6% 2,466 1.5% 2,406 0.5% 4.3% 4.2% 3.3% 2.1% 1.8% 1.6% 1.2% 1.2% 1.1% 1.0% 1.0% 0.9% 0.8% 0.8% 0.7% 0.7% 0.7% 0.7% 0.7% 0.7% 0.7% 0.6% 0.6% 0.6% 0.6% 0.5% 0.5% 40 53 45 25 47 27 9 32 13 16 5 13 25 8 14 78 34 24 25 4 8 4 107 7 10 4 40 Anchor Owned Stores (1) 7 1 6 1 — — — — — — — — — 1 — — — — — — — 14 — — — 5 — (1) Stores owned by anchor tenant that are attached to our centers. Regency's 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. The 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. 14 The following table sets forth a schedule of lease expirations for the next ten years and thereafter, assuming no tenants renew their leases (GLA and dollars in thousands): Lease Expiration Year Number of Tenants with Expiring Leases Expiring GLA (2) Percent of Total Company GLA (2) Minimum Rent Expiring Leases (3) Percent of Minimum Rent (3) (1) 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Thereafter Total 173 936 1,057 1,059 936 1,011 316 158 144 174 222 274 6,460 218 1,854 2,610 2,312 2,758 3,303 1,780 1,271 1,493 1,245 1,666 5,028 25,538 0.8% $ 7.3% 10.2% 9.1% 10.8% 12.9% 7.0% 5.0% 5.8% 4.9% 6.5% 4,697 37,980 52,016 47,824 48,383 64,138 28,336 20,302 22,711 20,094 25,845 19.7% 100.0% $ 78,048 450,374 1.0% 8.4% 11.6% 10.6% 10.8% 14.2% 6.3% 4.5% 5.0% 4.5% 5.8% 17.3% 100.0% (1) Leases currently under month-to-month rent or in process of renewal. (2) Represents GLA for Consolidated Properties plus Regency's pro-rata share of Unconsolidated Properties. (3) Minimum rent includes current minimum rent and future contractual rent steps for the Consolidated Properties plus Regency's pro-rata share from Unconsolidated Properties, but excludes additional rent such as percentage rent, common area maintenance, real estate taxes and insurance reimbursements. 15 , e r a c d l i h C e m i t d l i h C , ! e r o M & s e g a r e v e B , s d o o G g n i t r o p S 5 g i B , s s e n t i F r u o H 4 2 t e g r a T , s t e k r a M s ' t u o r p S % 1 . 8 9 — ) t e g r a T ( , s n o s t r e b l A % 0 . 0 0 1 s d o o g e m o H , O C T E P , t r a M n i e t S , x x a M J T , d i A e t i R s t e k r a M s ' t u o r p S % 9 . 7 9 h t i m s f l o G s g u r D n O - v a S g u r D & d o o F s n o V ' % 1 . 5 9 n a m o W l a t o T , e c a l p t e k r a M a w u s t i M , o s i a D , S V C — O C T E P S V C — — ) s n o s t r e b l A ( % 4 . 6 9 s d o o F e l o h W % 0 . 0 0 1 . s o r B r e t a t S % 4 . 7 9 s h p l a R % 0 . 0 0 1 s h p l a R % 4 . 9 9 1 8 1 , 9 8 6 2 2 , 2 5 3 8 2 7 , 5 3 1 8 2 5 , 5 2 2 1 0 8 , 5 6 3 6 1 , 0 3 2 3 4 9 , 1 4 7 2 7 , 7 6 2 1 2 , 1 9 s g u r D n O - v a S g u r D & d o o F s n o V ' % 0 . 0 0 1 s d o o g e m o H e r a w d r a H y l p p u S d r a h c r O % 0 . 0 0 1 d i A e t i R — — s ' l h o K , s d o o F e l o h W % 8 . 8 9 s h p l a R % 0 . 0 0 1 — % 4 . 0 7 S V C — e s u o h e r a W r e p u S r o i r e p u S % 0 . 0 0 1 g u r D & d o o F s n o V ' % 8 . 7 9 ! e r o M & s e g a r e v e B s n o s t r e b l A % 6 . 6 9 7 7 7 , 4 9 0 6 7 , 1 5 8 5 8 , 6 9 6 0 7 , 7 0 1 9 9 3 , 8 9 6 5 8 , 2 7 1 4 1 3 , 7 2 7 8 2 , 2 9 g u r D s g n o L — l l i H b o N % 0 . 0 0 1 r e p u S l E % 1 . 9 9 4 1 6 , 7 0 1 s n o s t r e b l A % 0 . 6 9 0 4 1 , 9 4 1 ) g u r D s g n o L ( s n o s t r e b l A % 3 . 9 9 — s t e k r a M ' s n o s l e G % 5 . 5 9 — g u r D & d o o F s n o V ' % 3 . 1 9 6 1 9 , 4 8 5 7 9 , 4 8 6 8 2 , 3 8 0 7 0 , 6 7 e r a w d r a H e c A n i f f i r G , S V C , t e k r a M d l r o W s u l P t s o C , d n o y e B & h t a B d e B ! y l l a r u t a N ' . . . s o b m i J , s h p l a R % 2 . 2 9 b u l C g n i x o B e h T , r a t s k o o B s m r a F l o t s i r B % 7 . 4 9 S V C s ' l h o K , g u r D & d o o F s n o V ' % 5 . 6 9 S V C y s a E & h s e r F % 4 . 1 8 s U R s y o T 3 1 0 , 8 3 0 6 0 , 0 4 2 1 2 3 , 9 8 1 3 2 6 , 8 7 1 y t i C y t r a P , s l e a h c i M , s s e L r o f s s e r D s s o R , y t i r o h t u A s t r o p S ) t e g r a T ( , . s o r B r e t a t S % 0 . 8 8 4 5 7 , 2 3 2 n a m o W l a t o T , g u r D s g n o L , ) S V C ( d n a g u r D & d o o F s n o V ' % 2 . 0 9 9 2 5 , 0 9 1 s t u o r p S y t i C y t r a P , O C T E P , s s e n t i F r u o H 4 2 , S V C , ) o C n i W ( , ) t o p e D e m o H ( % 6 . 5 8 5 0 5 , 9 7 1 S V C S V C s s e n t i F r u o H 4 2 % 0 . 0 0 1 . s o r B r e t a t S % 3 . 5 9 4 6 8 , 6 6 2 5 7 , 8 9 0 0 0 2 7 8 9 1 5 9 9 1 5 6 9 1 3 0 0 2 1 8 9 1 5 8 9 1 1 0 0 2 6 9 9 1 5 8 9 1 4 8 9 1 9 8 9 1 6 6 9 1 2 1 0 2 8 7 9 1 3 0 0 2 5 0 0 2 3 0 0 2 2 9 9 1 4 7 9 1 2 0 0 2 2 8 9 1 4 8 9 1 5 7 9 1 4 0 0 2 5 0 0 2 4 0 0 2 0 1 0 2 7 0 0 2 4 0 0 2 4 7 9 1 8 8 9 1 0 0 0 2 5 0 0 2 9 9 9 1 5 0 0 2 3 0 0 2 9 9 9 1 5 0 0 2 8 0 0 2 9 9 9 1 9 9 9 1 9 9 9 1 9 9 9 1 2 0 0 2 2 1 0 2 5 0 0 2 2 0 0 2 5 0 0 2 1 0 0 2 9 9 9 1 5 0 0 2 2 0 0 2 9 9 9 1 9 9 9 1 9 9 9 1 3 0 0 2 5 0 0 2 4 0 0 2 6 0 0 2 7 0 0 2 4 0 0 2 2 1 0 2 9 9 9 1 t F q S 0 0 0 , 0 1 > s r o h c n A r o i n u J r e h t O & s e r o t S g u r D ) s ( t n a n e T r o j a M & r e c o r G ) 6 ( t F q S 0 0 0 , 0 4 > ) 3 ( t n e c r e P d e s a e L s s o r G e l b a s a e L a e r A ) A L G ( ) 2 ( r a e Y - n o C d e t c u r t s r a e Y d e r i u q c A r e t n e C n w o T s t h g i e H e g i r e m A A C n r e h t u o S / s e l e g n A s o L ) 5 ( e c a l p t e k r a M a e r B r e t n e C g n i p p o h S o n i m a C l E ) 5 ( e g a l l i V n o y n a C y e l s a H ) 5 ( e g a l l i V a d a n a r G ) 5 ( a z a l P l e u g i N a n u g a L a z a l P e g a t i r e H a z a l P e d i s g n i n r o M ) 5 ( s e r o h S a n i r a M ) 1 ( e m a N y t r e p o r P A I N R O F I L A C r e t n e C d n a l w e N a s o m r e H a z a l P ) 5 ( h c a e B l a e S a z a l P a n o R e g a l l i V y a B h t u o S ) 5 ( r e t n e C g n i p p o h S s k a O n i w T s d a o r s s o r C a i c n e l a V e g a l l i V e g d i r t s e W c i a t s a C t a e n i V s y u N n a V n a m d o o W ) 5 ( a z a l P o d a r e v l i S ) 5 ( I e s a h P r e t n e C n w o T e g d i R n o c l a F ) 5 ( I I e s a h P r e t n e C n w o T e g d i R n o c l a F r e t n e C e g a l l i V y e l l a V h c n e r F r e t n e C e n w o T o i d n I r e t n e C d n a a z a l P e g a l l i V e k a l t s e W a z a l P t e k r a M e k a l t s e W ' s n o s l e G a z a l P k o o r b k a O e g a l l i V a r u t n e V r e t n e C g n i p p o h S a s e M a o b l a B r e t n e C n w o T s n o m m o C S 4 r e t n e C e d r e V a t s o C e r a u q S n o s r e f f e J . s e i t r e p o r p ' s y c n e g e R t u o b a n o i t a m r o f n i r e h t r u f r o f s i s y l a n A d n a n o i s s u c s i D s ' t n e m e g a n a M , 7 m e t I e e s o s l a d n a e l b a t y t r e p o r p g n i w o l l o f e h t e e S 16 s s e r D s s o R , O C T E P , s c i r b a F n n A - o J , e l b o N & s e n r a B , d n o y e B & h t a B d e B , ) g u r D s g n o L ( ' s e o J r e d a r T ' , ) s y k c u L ( % 9 . 8 9 s s e L r o F s s e r D s s o R , e e r T r a l l o D , s g u r D s g n o L d r a h c r O , y s a E & h s e r F % 9 . 2 9 e r a w d r a H y l p p u S e r o M & s e g a r e v e B , ) S V C ( ) y a w e f a S ( % 3 . 4 9 ) S V C ( , s e i r t s u d n I l l i w d o o G , e e r T r a l l o D t e k r a M r i A l e B % 4 . 5 8 S V C t e k r a M ' s e n o t S e i l l o M % 0 . 0 0 1 s c i r b a F n n A - o J , s s e n t i F r u o H 4 2 , 5 t e l a h C t r o p S g u r D & d o o F s n o V ' % 0 . 4 9 s s e n t i F r u o H 4 2 , ) g u r D s g n o L ( g u r D & d o o F s n o V ' % 6 . 7 8 s t r a P o t u A y l l i e R O ' , d i A e t i R g u r D s g n o L s n o s t r e b l A % 5 . 5 9 s h p l a R % 0 . 0 0 1 S V C g u r D & d o o F s n o V ' % 2 . 4 8 — — — — — ' ) s e w o L ( , s r e t a e h T n a i r o k i r K % 7 . 6 9 s m r a F r e i z a r F % 5 . 5 4 ' s e o J r e d a r T , s h p l a R % 7 . 6 9 t e g r a T , s n o s t r e b l A % 4 . 9 9 — % 5 . 5 4 9 4 5 , 0 9 7 9 8 , 6 4 1 9 3 1 , 2 0 1 5 1 4 , 2 1 2 6 5 2 , 3 5 1 9 3 1 , 8 9 1 8 3 6 , 8 4 1 0 0 0 , 1 1 9 0 0 , 9 2 1 0 0 0 , 5 5 4 4 9 , 3 3 1 6 4 8 , 1 2 1 5 0 2 , 0 6 2 5 6 2 , 3 6 5 3 0 , 6 5 2 s n e e r g l a W s s e L r o F — — m o r t s d r o N , y t i r o h t u A s t r o p S , ) y u B t s e B ( , ) t o p e D e m o H ( % 0 . 0 0 1 k c a R y a w e f a S % 4 . 2 9 y a w e f a S % 8 . 5 9 3 1 4 , 2 0 1 s l l a h s r a M , y n a p m o C e o h S B D , s s e L r o F s s e r D s s o R , ! e r o M & s e g a r e v e B , O C T E P ' s e o J r e d a r T % 0 . 0 0 1 s s e L r o f s s e r D s s o R , e l b o N & s e n r a B s U " R " s y o T , t e g r a T % 0 . 0 0 1 d i A e t i R , x a M e c i f f O y a w e f a S % 3 . 2 9 O C T E P , s d o o G g n i t r o p S 5 g i B , s s e L r o f s s e r D s s o R , g u r D s g n o L s n o s t r e b l A % 5 . 8 9 1 r e i P , y v a N d l O , e l b o N & s e n r a B , g u r D s g n o L e r a w d r a H y e l l a V a r a j a s s a T , g u r D s g n o L s l l a h s r a M , e s e e h C . E k c u h C ) g u r D s g n o L ( ) g u r D s g n o L ( — ) y a w e f a S ( % 0 . 0 0 1 ) y a w e f a S ( % 2 . 4 9 ' s y e l a R % 0 . 0 0 1 y a w e f a S % 3 . 5 9 y a w e f a S % 4 . 6 9 ) t e g r a T ( % 0 . 0 0 1 t n e m e s a B s t r o p S y s a E & h s e r F % 0 . 0 0 1 s s e L r o f s s e r D s s o R , g u r D s g n o L ' s n n a m h e o L , g u r D s g n o L S V C x x a M J T , d n o y e B & h t a B d e B d i A e t i R — ) y a w e f a S ( % 9 . 6 9 y a w e f a S % 4 . 8 9 y a w e f a S % 0 . 0 0 1 y a w e f a S % 0 . 0 0 1 y a w e f a S % 4 . 8 9 ' s e w o L % 8 . 5 9 7 3 2 , 0 9 0 1 1 , 2 9 2 6 7 , 3 0 1 1 8 6 , 7 2 2 8 2 9 , 5 6 1 7 2 8 , 2 6 2 3 4 , 0 5 8 4 1 , 3 0 1 7 2 8 , 8 7 0 4 1 , 6 4 1 1 9 5 , 0 8 1 0 7 , 9 0 1 6 1 3 , 3 9 0 1 3 , 3 1 1 8 5 6 , 6 2 1 2 5 3 , 2 9 4 0 1 , 8 8 6 4 8 , 1 4 2 3 5 5 , 4 4 1 4 8 9 1 9 8 9 1 4 6 9 1 7 8 9 1 1 8 9 1 8 8 9 1 0 9 9 1 6 0 0 2 3 0 0 2 3 0 0 2 0 9 9 1 0 9 9 1 4 0 0 2 2 8 9 1 0 0 0 2 5 6 9 1 9 9 9 1 8 0 0 2 8 9 9 1 0 7 9 1 7 8 9 1 4 6 9 1 2 8 9 1 6 9 9 1 5 8 9 1 0 9 9 1 3 9 9 1 8 6 9 1 0 9 9 1 3 8 9 1 7 5 9 1 8 8 9 1 6 9 9 1 6 0 0 2 0 6 9 1 9 9 9 1 9 9 9 1 5 0 0 2 5 0 0 2 5 0 0 2 9 9 9 1 2 1 0 2 6 0 0 2 2 0 0 2 2 0 0 2 5 0 0 2 5 0 0 2 3 0 0 2 9 9 9 1 0 0 0 2 9 9 9 1 9 9 9 1 8 0 0 2 1 1 0 2 5 0 0 2 1 0 0 2 7 0 0 2 9 9 9 1 9 9 9 1 9 9 9 1 9 9 9 1 9 9 9 1 5 0 0 2 9 9 9 1 9 9 9 1 5 0 0 2 5 0 0 2 9 9 9 1 6 0 0 2 5 0 0 2 t F q S 0 0 0 , 0 1 > s r o h c n A r o i n u J r e h t O & s e r o t S g u r D ) s ( t n a n e T r o j a M & r e c o r G ) 6 ( t F q S 0 0 0 , 0 4 > ) 3 ( t n e c r e P d e s a e L s s o r G e l b a s a e L a e r A ) A L G ( ) 2 ( r a e Y - n o C d e t c u r t s r a e Y d e r i u q c A ) 5 ( r e t n e C g n i p p o h S o j a v a N ) 5 ( a z a l P a m o L t n i o P ) 5 ( e g a l l i V o g e i D n a S o h c n a R a z a l P y w k P e t r o N l E ) 1 ( e m a N y t r e p o r P r e t n e C n o i s s i M s r a i r F ) 5 ( I e s a h P e g a l l i V a t s i V ) 5 ( I I e s a h P e g a l l i V a t s i V t c i r t s i D n w o t p U V I e g a l l i V a t s i V s k a e P n i w T A C n r e h t r o N / o c s i c n a r F n a S ) 5 ( r e t n e C g n i p p o h S l l i h y a B ) 5 ( e g a l l i V n r u b u A r e t n e C g n i p p o h S y e l l a V n o t y a l C g n i s s o r C y t i C e i r i a r P m o s l o F 1 0 1 y a w e t a G a z a l P o t i r r e C l E a z a l P o l b a i D e d n a r G a n i c n E ) 5 ( r e t n e C g n i p p o h S l l i H t n a s a e l P r e t n e C n w o T e d a h S k a O ) 5 ( t e k r a m r e p u S s y e l a R ' a z a l P t e e r t S l l e w o P a z a l P o r d n a e L n a S n o i t a t S a i o u q e S e g a l l i V r e w o l f w a r t S g n i s s o r C a r a j a s s a T l a r t n e C e d i s d o o W ) 5 ( a z a l P o i c a n g Y ) 5 ( y e l l a V m o s s o l B a i n r o f i l a C a z a l P s n n a m h e o L ) 5 ( r e t n e C g n i p p o h S a s o p i r a M ) 5 ( a z a l P m a h n a r B & l l e n S a z a l P k r a P t s e W ) 5 ( r e t n e C g n i p p o h S s t n i o P e v i F e d a n e m o r P s l l i H n e d l o G 17 t F q S 0 0 0 , 0 1 > s r o h c n A r o i n u J r e h t O & s e r o t S g u r D ) s ( t n a n e T r o j a M & r e c o r G ) 6 ( t F q S 0 0 0 , 0 4 > ) 3 ( t n e c r e P d e s a e L s s o r G e l b a s a e L a e r A ) A L G ( ) 2 ( r a e Y - n o C d e t c u r t s r a e Y d e r i u q c A e r a w d r a H g u r D s g n o L & y l p p u S d r a h c r O , y a w e f a S % 3 . 8 9 4 8 1 , 7 6 1 0 0 0 2 x x a M J T , s d o o G — g n i t r o p S s k c i D ' , ) t e g r a T ( % 8 . 1 8 5 5 1 , 3 0 2 1 1 0 2 % 3 . 5 9 0 0 5 , 8 0 8 , 8 S V C — — S V C x x a M J T , r o t c e l l o C x a T y t n u o C n o e L — — — — ) s n e e r g l a W ( s n e e r g l a W O C T E P — — ) S V C ( — S V C — t e g r a T , ) x i l b u P ( % 0 . 0 0 1 ) t e g r a T ( , x i l b u P % 5 . 7 7 x i l b u P % 7 . 8 8 — % 8 . 6 8 x i l b u P % 4 . 7 9 x i l b u P % 5 . 0 8 x i l b u P % 3 . 8 9 x i l b u P % 0 . 0 0 1 x i l b u P % 0 . 0 0 1 — — % 7 . 6 1 % 0 . 0 0 1 2 4 0 , 0 9 4 8 7 , 6 7 6 5 2 , 7 3 1 3 6 6 , 6 3 1 8 9 2 , 1 5 0 0 4 , 8 0 2 8 , 4 1 1 0 1 , 5 7 0 2 8 , 1 8 1 7 8 , 3 6 1 2 4 , 0 8 x i l b u P % 3 . 8 9 x i l b u P % 7 . 4 9 1 1 0 , 2 8 4 8 7 , 8 7 x i l b u P % 5 . 6 9 2 4 3 , 2 0 1 s c i r b a F n n A - o J t r a M K - , x i l b u P % 1 . 1 9 4 2 5 , 0 8 1 ) s n e e r g l a W ( — — — — — — t a o C n o t g n i l r u B , x i l b u P y b b o L y b b o H , y r o t c a F % 5 . 3 9 9 5 4 , 2 3 2 x i l b u P % 0 . 0 0 1 x i l b u P % 0 . 8 8 x i l b u P % 1 . 8 9 7 8 3 , 3 6 7 4 7 , 7 7 1 4 2 , 3 7 x i l b u P % 0 . 0 0 1 x i l b u P % 9 . 2 8 x i l b u P % 6 . 8 9 9 7 6 , 9 6 7 1 7 , 3 7 2 7 7 , 6 8 i ) e m T r o t u T ( ) s ' l h o K ( , x i l b u P % 3 . 4 9 8 5 9 , 9 1 1 x i l b u P % 7 . 4 8 — — % 3 . 3 8 % 0 . 0 0 1 0 9 4 , 5 1 9 3 7 , 2 1 1 2 8 , 2 6 7 9 9 1 0 0 0 2 8 8 9 1 6 0 0 2 8 7 9 1 7 8 9 1 0 0 0 2 6 0 0 2 6 0 0 2 7 0 0 2 4 0 0 2 9 9 9 1 1 0 0 2 4 7 9 1 6 8 9 1 7 0 0 2 6 0 0 2 0 0 0 2 0 9 9 1 9 9 9 1 4 0 0 2 9 0 0 2 4 0 0 2 4 0 0 2 0 0 0 2 2 0 0 2 x i l b u P % 8 . 6 7 6 7 8 , 2 0 1 4 7 9 1 4 9 9 1 1 1 0 2 0 0 0 2 7 0 0 2 0 0 0 2 3 9 9 1 6 0 0 2 4 9 9 1 3 9 9 1 8 9 9 1 6 0 0 2 6 0 0 2 7 0 0 2 3 0 0 2 9 9 9 1 1 0 0 2 3 9 9 1 4 9 9 1 7 0 0 2 6 0 0 2 0 0 0 2 6 9 9 1 7 9 9 1 4 0 0 2 9 0 0 2 5 0 0 2 3 0 0 2 0 0 0 2 1 0 0 2 ) A C ( e g a r e v A d e t h g i e W / l a t o t b u S ) 4 ( e c a l P n o t g n i h s a W t s a E ) 1 ( e m a N y t r e p o r P ) 5 ( w o l l o H l a r r o C l a r o C e p a C / s r e y M . t F e g a l l i V w e r c s k r o C k a O e d n a r G A D I R O L F a d i r o l F h t r o N / e l l i v n o s k c a J r e t n e C g n i p p o h S d r a y t r u o C ) 5 ( r e t n e C k a O y p o n a C a z a l P a i s a t s a n A e t a G e g a i r r a C n o i l i v a P a i n r e b i H d n a l s I g n i m e l F a z a l P a i n r e b i H r e n r o C s n o t r o H ' ) 5 ( r e t n e C k e e r C s n h o J ' ) 5 ( e g a l l i V n o t g n i l u J ) 5 ( n e v a h n n y L r e t n e C g n i p p o h S r e p p o h l l i M r e t n e C n w o T e e t a c o N e r a u q S y r r e b w e N s n o m m o C f a e l k a O s r e n r o C a l a c O a z a l P e n i t s u g u A t S d l O ) 5 ( a z a l P n o i t a t n a l P a z a l P e e r T e n i P s e p p o h S e l o n i m e S ) 5 ( k r a P m a r t r a B t a s e p p o h S k e e r C s n h o J ' t a s p o h S ) 5 ( r e t n e C g n i p p o h S d r a y e n i V e k r a t S e l a d r e d u a L t r o F / i m a i M r e t n e C g n i p p o h S a r u t n e v A 18 t F q S 0 0 0 , 0 1 > s r o h c n A r o i n u J r e h t O & s e r o t S g u r D ) s ( t n a n e T r o j a M & r e c o r G ) 6 ( t F q S 0 0 0 , 0 4 > ) 3 ( t n e c r e P d e s a e L s s o r G e l b a s a e L a e r A ) A L G ( ) 2 ( r a e Y - n o C d e t c u r t s r a e Y d e r i u q c A a t l U , O C T E P , x x a M J T , s e l p a t S , l a v i n r a C e o h S , s l l a h s r a M , e e r T r a l l o D , s l e a h c i M , r e t a e h T C M A % 8 . 6 9 8 4 8 , 9 4 3 ) l l i d c a M ( , ) y u B t s e B ( s e i c a m r a h P t n u o c s i D o r r a v a N ) s n e e r g l a W ( s l l a e B — — S V C — ) s ' l h o K ( % 9 . 7 8 x i l b u P % 0 . 0 0 1 x i l b u P % 0 . 0 0 1 x i l b u P % 2 . 8 8 x i l b u P % 0 . 0 0 1 e i x i D - n n i W % 7 . 6 9 x i l b u P % 7 . 1 9 3 6 7 , 0 1 7 4 6 , 4 4 8 5 2 , 0 9 0 9 3 , 5 2 1 7 6 7 , 6 7 2 9 1 , 8 0 1 9 4 9 , 9 0 1 s n e e r g l a W x i l b u P % 8 . 7 9 2 6 0 , 0 1 1 e r a w d r a H e c A s l l a e B , t r a M - l a W , x i l b u P % 6 . 8 9 6 3 7 , 7 6 2 — — — — s s e n t i F A L % 3 . 7 7 x i l b u P % 8 . 5 9 x i l b u P % 0 . 0 9 x i l b u P % 7 . 8 9 1 4 8 , 9 6 0 2 0 , 5 7 6 9 2 , 0 9 5 9 4 , 5 7 s t r o p m I 1 r e i P , O C T E P t r a M n i e t S , s n e e r g l a W — — — — t e k r a m r e p u S t e P , s d n e r T i t i C n o i l l i - M A - s k o o B , s l l a e B S V C — ) t e g r a T ( % 5 . 4 4 — % 7 . 5 9 1 5 4 , 9 0 8 3 , 4 4 s ' l h o K % 8 . 4 9 4 3 4 , 8 0 1 x i l b u P % 8 . 6 8 0 1 1 , 1 8 1 x i l b u P % 2 . 5 9 x i l b u P % 0 . 0 0 1 8 9 9 , 8 7 0 3 9 , 9 8 x i l b u P % 5 . 8 8 x i l b u P % 1 . 5 9 x i l b u P % 6 . 7 9 x i l b u P % 6 . 3 9 5 2 6 , 1 1 1 3 0 4 , 7 5 1 6 5 4 , 8 5 5 2 3 , 7 0 1 % 1 . 3 9 9 9 3 , 2 0 8 , 4 r e d a r T r o o l F , y n a p m o C y l p p u S r o t c a r T S V C — — e s u o h e r a W d o o F s r e p p o h S % 2 . 8 9 d o o F t n a i G % 0 . 0 0 1 ' s n i t r a M % 7 . 6 9 — % 6 . 6 8 — ) r e g o r K ( ' , s n i t r a M % 7 . 2 9 7 1 9 , 6 5 1 6 0 0 , 8 8 7 7 1 , 1 1 1 5 0 9 , 1 9 7 9 8 , 8 8 2 9 9 1 7 0 0 2 1 0 0 2 1 9 9 1 9 9 9 1 0 0 0 2 0 9 9 1 2 8 9 1 7 8 9 1 3 0 0 2 9 9 9 1 3 8 9 1 5 9 9 1 6 8 9 1 7 0 0 2 8 0 0 2 9 9 9 1 3 9 9 1 8 9 9 1 0 0 0 2 3 9 9 1 6 8 9 1 6 9 9 1 2 8 9 1 3 8 9 1 1 7 9 1 8 4 9 1 0 0 0 2 6 9 9 1 4 9 9 1 7 0 0 2 5 0 0 2 7 9 9 1 7 0 0 2 0 0 0 2 8 9 9 1 6 9 9 1 8 9 9 1 2 0 0 2 9 9 9 1 5 9 9 1 7 0 0 2 3 9 9 1 7 0 0 2 8 0 0 2 7 9 9 1 5 9 9 1 7 0 0 2 0 0 0 2 7 9 9 1 3 9 9 1 7 0 0 2 6 9 9 1 5 0 0 2 5 0 0 2 5 0 0 2 0 0 0 2 5 0 0 2 r e t n e C g n i p p o h S k l a W s e l p a N ) 5 ( a z a l P k o o r b e l b b e P s n o m m o C e r i h s k r e B ) 1 ( e m a N y t r e p o r P ) 5 ( a z a l P s r e n r o C e v i F g n i s s o r C o g i l a C e r a u q S n e d r a G r e t n e C g n i p p o h S e c a l p t e k r a M y t i C n u S g n i s s o r C s g n i K e r a u q S e t a g h t r o N e r a u q S y c n e g e R I e s a h P g n i s s o r C t s a o c n u S I I e s a h P g n i s s o r C t s a o c n u S e r a u q S e l a d g n i m o o l B r e t n e C e n w o T t s a E o d n a l r O / a p m a T 4 0 1 @ s e p p o h S a z a l P y b e l l e W e r a u q S n w o T r e t n e C e g a l l i V ) 5 ( s g n i r p S a l l i W e s a h c t s e W e v o C e r u s a e r T / h c a e B m l a P t s e W a z a l P s e k a L n o t n y o B a z a l P d o o w e s a h C ) 5 ( g n i s s o r C d n a l s I e r a u q S n w o T n o t g n i l l e W ) L F ( e g a r e v A d e t h g i e W / l a t o t b u S ) 5 ( r e t n e C g n i p p o h S e g a l l i V r e v o n a H ) 5 ( r e t n e C g n i p p o h S e g a l l i V ) 5 ( r e t n e C e g a l l i V m r a F n r u b h s A r e t n e C t e k r a M m r a F n r u b h s A a i n i g r i V r e h t O ) 5 ( g n i s s o r C n o t y a G d n o m h c i R A I N I G R I V 19 O C T E P , s l l a h s r a M , s s e L r o f s s e r D s s o R , e g a r e v e B l a t o T , e r o t s m o o R Y M H , S V C — ) t e g r a T ( d o o F t n a i G % 0 . 0 0 1 d o o F t n a i G % 0 . 6 9 s e l p a t S , t r a m S t e P e r u t i n r u F t c e r i D O C T E P ) t e g r a T ( ' , s n i t r a M % 0 . 4 9 y a w e f a S % 5 . 7 9 — % 2 . 9 8 d i A e t i R , e s u o h e r a W d o o F s r e p p o h S % 0 . 0 0 1 — e s u o h e r a W d o o F s r e p p o h S % 0 . 0 0 1 s r a e S e s u o h e r a W d o o F s r e p p o h S % 0 . 0 0 1 — y a w e f a S % 9 . 6 9 t e f f u B e m e r p u S & l l i r G i h c a b i H x a M e R — — r e t e e T s i r r a H % 6 . 2 9 d o o F t n a i G % 0 . 0 0 1 y a w e f a S % 2 . 0 8 — % 4 . 8 8 p u o r G n g i s e D d e c n a v d A e s u o h e r a W d o o F s r e p p o h S % 0 . 0 0 1 t r a m s t e P h t i m s f l o G S V C ) t e g r a T ( , r e t e e T s i r r a H % 0 . 5 9 d o o F t n a i G % 0 . 0 0 1 — % 0 . 0 0 1 g n i n r o M y a d s e u T , l l i w d o o G , s e l p a t S , e s e e h C . E k c u h C , s t r a P o t u A e c n a v d A , S V C , e s u o h e r a W d o o F s r e p p o h S % 1 . 2 9 s l e a h c i M , d n o y e B & h t a B d e B , s s e L r o F s s e r D s s o R , s e l p a t S g n i t r o p S s k c i D ' , s n a m g e W % 0 . 0 0 1 t o p e D y t r a P , e r u t i n r u F t c e r i D d o o F t n a i G % 2 . 8 9 S V C — % 0 . 0 0 1 — e s u o h e r a W d o o F s r e p p o h S % 0 . 0 0 1 s d o o G e r a C h t l a e H s y e l i a B , S V C — % 5 . 4 8 — ) t e g r a T ( , y a w e f a S % 6 . 8 9 m y G s d l o G ' 9 3 4 , 6 9 0 0 1 , 4 0 1 6 5 1 , 7 9 7 0 7 , 1 3 1 1 1 7 , 5 7 0 3 1 , 5 6 1 4 9 6 , 4 0 1 9 6 2 , 3 0 1 9 3 9 , 9 3 3 9 3 7 , 3 5 1 4 2 9 , 1 7 6 9 4 , 4 7 5 4 4 , 2 3 1 7 0 8 , 1 5 1 9 7 , 9 4 1 3 1 0 , 3 1 1 5 9 6 , 6 9 5 4 8 , 7 0 3 2 7 1 , 5 9 1 3 5 , 6 8 1 0 0 9 , 2 1 2 7 5 , 7 9 2 6 7 3 , 5 0 1 2 6 8 , 5 3 1 % 7 . 5 9 5 1 2 , 0 4 7 , 3 s s e n t i F r u o H 4 2 , O C T E P , s r o u q i L n i w T s r a e S , . . B E H . % 9 . 7 9 t o p e D e c i f f O s t e k r a M s ' t u o r p S % 3 . 8 8 o c t e P , t o p e D e c i f f O — . . . B E H . . B E H . % 8 . 9 9 % 7 . 2 9 8 3 4 , 0 1 4 6 4 6 , 2 2 1 0 2 0 , 4 4 1 0 5 3 , 7 8 1 — — — ) r e g o r K ( % 6 . 7 7 r e g o r K % 0 . 8 9 — % 0 . 0 0 1 6 0 9 , 8 9 4 3 1 , 8 2 0 3 5 , 4 1 4 0 0 2 6 9 9 1 0 0 0 2 6 0 0 2 5 5 9 1 0 9 9 1 4 0 0 2 7 7 9 1 2 7 9 1 4 0 0 2 0 6 9 1 6 6 9 1 5 0 0 2 5 0 0 2 3 0 0 2 7 7 9 1 5 0 0 2 1 1 0 2 4 0 0 2 0 8 9 1 2 1 0 2 1 9 9 1 2 5 9 1 6 8 9 1 8 9 9 1 7 8 9 1 5 9 9 1 1 0 0 2 8 9 9 1 6 0 0 2 1 9 9 1 4 0 0 2 5 0 0 2 0 0 0 2 6 0 0 2 7 0 0 2 5 0 0 2 4 0 0 2 5 0 0 2 5 0 0 2 3 0 0 2 5 0 0 2 5 0 0 2 6 0 0 2 6 0 0 2 3 0 0 2 5 0 0 2 5 0 0 2 7 0 0 2 3 0 0 2 5 0 0 2 2 1 0 2 2 0 0 2 5 0 0 2 5 0 0 2 9 9 9 1 9 9 9 1 9 9 9 1 1 1 0 2 8 9 9 1 6 0 0 2 9 9 9 1 t F q S 0 0 0 , 0 1 > s r o h c n A r o i n u J r e h t O & s e r o t S g u r D ) s ( t n a n e T r o j a M & r e c o r G ) 6 ( t F q S 0 0 0 , 0 4 > ) 3 ( t n e c r e P d e s a e L s s o r G e l b a s a e L a e r A ) A L G ( ) 2 ( r a e Y - n o C d e t c u r t s r a e Y d e r i u q c A ) 5 ( ) 5 ( r e t n e C g n i p p o h S r a m e a r B e c a l p t e k r a M e g d i R e r t n e C ) 1 ( e m a N y t r e p o r P e d a n n o l o C r e p e p l u C n o i t a t S e r i h s e h C ) 5 ( s e k a L r e t s e h c n a M t a l a v i t s e F r e t n e C g n i p p o h S x a f r i a F ) 5 ( a z a l P r e t n e C a n u t r o F ) 5 ( r e t n e C g n i p p o h S l l i M x o F ) 5 ( ) 5 ( r e t n e C n w o T r a i r b n e e r G r e t n e C n w o T d a e m y l l o H ) 5 ( r e t n e C g n i p p o h S n o t g n i h s a W p m a K ) 5 ( r e t n e C g n i p p o h S k r a P s g n i K ) 5 ( e c a l p t e k r a M n o i t a t S n o t r o L ) 5 ( r e t n e C n w o T n o t r o L ) 5 ( r e t n e C g n i p p o h S a g o t a r a S g n i s s o r C z t i p O t a t e k r a M r e t n e C y t n u o C t a s p o h S l l a w e n o t S t a s p o h S ) 5 ( r e t n e C g n i p p o h S g n i l r e t S t a r e t n e C n w o T ) 5 ( l l i H l a n g i S ) A V ( e g a r e v A d e t h g i e W / l a t o t b u S ) 5 ( s e l l u D t a r e t n e C e g a l l i V ) 5 ( S V C r e n r o C s n o s y T ) 5 ( I e r t n e C n o t s l l i W ) 5 ( I I e r t n e C n o t s l l i W k c o R d n u o R t a t e k r a M r e t n e C e g d i R h c e T s l l i H h t r o N h t r o W t r o F / s a l l a D ) 5 ( e c a l P k r a P y n a h t e B a z a l P k e e r C y r o k c i H e g a l l i V t s e r c l l i H S A X E T k c o c n a H n i t s u A 20 m u e s u M s n e r d l i h C s d n a l d o o W e h T , ) s d n a l e r o M e s a e l b u S ( e r a w d r a H & t n i a P s r a e S , S V C d o o F s ' l l a d n a R % 0 . 0 0 1 t x e N e h T , e s e e h C . E k c u h C , e s u o h e r a W s g n i r e B , s l e a h c i M , s s e L r o f s s e r D s s o R , s g n i r e B n r a B e k i B , r o u q i L s c e p S ' , s s e n t i F l e v e L s n e e r g l a W S V C — y m e d a c A , r e g o r K % 0 . 2 9 r e g o r K % 0 . 0 0 1 r e g o r K % 5 . 4 9 — % 0 . 0 0 1 x x a M J T , s s e L r o F s s e r D s s o R , x a M e c i f f O , t r a m S t e P , m y G s d l o G ' ) t e g r a T ( % 7 . 6 9 g n i n r o M y a d s e u T , x a M e c i f f O ' , s n n A o J , O C T E P , s n e e r g l a W d o o F s ' l l a d n a R % 4 . 8 9 — d o o F s ' l l a d n a R % 8 . 3 9 ) s n e e r g l a W ( — — — s n e e r g l a W S V C — ) s n e e r g l a W ( ) r e g o r K ( % 3 . 1 9 r e g o r K % 8 . 8 9 ) r e g o r K ( % 3 . 2 7 r e g o r K % 3 . 5 8 r e g o r K % 0 . 9 9 r e g o r K % 8 . 8 9 . . . B E H . . B E H . % 0 . 0 0 1 % 3 . 0 9 7 3 5 , 1 9 5 9 0 , 6 4 0 4 0 , 0 1 1 5 1 4 , 2 3 3 5 9 , 8 3 1 2 9 1 , 8 3 1 5 2 6 , 6 3 1 4 6 9 , 8 4 1 7 7 0 , 6 6 1 7 8 6 , 2 4 2 3 4 6 , 8 2 1 5 4 0 , 4 3 1 3 9 6 , 9 6 1 4 6 9 , 5 8 1 7 4 5 , 3 8 1 6 9 7 , 3 0 1 n g i s e D r i a H f o l o o h c S e l g O b m u h T m o T % 1 . 3 9 1 2 3 , 0 2 1 — — — b m u h T m o T % 2 . 8 8 8 3 9 , 4 1 1 ) t r a M - l a W ( % 2 . 9 8 b m u h T m o T % 0 . 0 0 1 5 3 4 , 6 5 3 5 3 , 6 9 k n a B o g r a F s l l e W , t r a m S t e P , s r o u q i L k c a j e l p p A t r a M - l a W , s r e p o o S g n i K % 1 . 4 9 s t r o p m I 1 r e i P , O C T E P , s c i r b a F n n A - o J y a w e f a S % 3 . 9 7 l a c i t p O r u o H e n O e r a w d r a H e c A — s r e p o o S g n i K % 0 . 8 9 s r e p o o S g n i K % 4 . 8 9 ) y a w e f a S ( % 9 . 5 9 — s r e p o o S g n i K % 0 . 0 0 1 1 4 0 , 1 8 3 7 3 2 , 9 5 1 1 3 3 , 7 1 1 0 2 3 , 0 8 7 4 1 , 6 1 1 7 6 6 , 6 9 — — — — ) r e t n e c r e p u S t r a M - l a W ( % 9 . 4 8 ) s r e p o o S g n i K ( % 8 . 1 9 s r e p o o S g n i K % 0 . 0 0 1 1 9 4 , 2 2 5 7 0 , 9 2 3 6 2 , 5 8 s r e p o o S g n i K % 4 . 2 9 3 3 2 , 6 1 1 % 4 . 5 9 4 4 3 , 1 5 5 , 3 9 9 9 1 2 0 0 2 0 9 9 1 7 8 9 1 8 9 9 1 4 0 0 2 8 9 9 1 4 0 0 2 8 9 9 1 4 9 9 1 3 0 0 2 3 0 0 2 4 9 9 1 2 1 0 2 0 0 0 2 0 0 0 2 9 6 9 1 9 6 9 1 6 0 0 2 4 7 9 1 5 0 0 2 6 0 0 2 9 9 9 1 8 9 9 1 6 5 9 1 7 5 9 1 8 7 9 1 6 8 9 1 8 7 9 1 8 7 9 1 9 9 9 1 0 0 0 2 9 9 9 1 9 9 9 1 8 9 9 1 2 0 0 2 8 9 9 1 3 0 0 2 2 0 0 2 2 0 0 2 2 0 0 2 2 0 0 2 2 0 0 2 2 1 0 2 2 0 0 2 1 0 0 2 5 0 0 2 5 0 0 2 6 0 0 2 5 0 0 2 5 0 0 2 6 0 0 2 8 9 9 1 8 9 9 1 5 0 0 2 5 0 0 2 4 0 0 2 9 9 9 1 9 9 9 1 5 0 0 2 t F q S 0 0 0 , 0 1 > s r o h c n A r o i n u J r e h t O & s e r o t S g u r D ) s ( t n a n e T r o j a M & r e c o r G ) 6 ( t F q S 0 0 0 , 0 4 > ) 3 ( t n e c r e P d e s a e L s s o r G e l b a s a e L a e r A ) A L G ( ) 2 ( r a e Y - n o C d e t c u r t s r a e Y d e r i u q c A r e t n e C y c a g e L / n o n a b e L t s e r o F n o t s e r P t a t e k r a M n o m m o C d r i b g n i k c o M r e t n e C n w o T l l a w k c o R k o o r b n o t s e r P ) 1 ( e m a N y t r e p o r P r e t n e C n w o T r e l l e K ) 5 ( s g n i r p S h o l i h S a z a l P e r u t a n g i S ) 5 ( r e t n e C s g n i r p S n a i d n I ) 5 ( r e t n e C d o o w n i e l K g n i s s o r C s n a r h c o C ' k e e r C r e h t n a P ) 5 ( e g d i r B n e d l A n o t s u o H ) 4 ( h c n a R o c n i C t a k r a p h t u o S ) 5 ( t s a E a z a l P n a y a l s e W ) 5 ( a z a l P r e t a w t e e w S e g d i R g n i l r e t S ) 5 ( t s e W a z a l P n a y a l s e W ) 5 ( n o i t c e l l o C y a w d o o W e g a l l i V d o o w t s e W ) X T ( e g a r e v A d e t h g i e W / l a t o t b u S e t a g r a i r B t a e c a l p t e k r a M k e e r C n o s k c a J t n e m u n o M a z a l P n e m d o o W s g n i r p S o d a r o l o C e c a l p t e k r a M n o c l a F O D A R O L O C ) 5 ( r e t n e C g n i p p o h S d o o w e l p p A r e v n e D ) 5 ( e g a l l i V e o h a p a r A e r a u q S w e i v e l l e B r e t n e C d r a v e l u o B e r a u q S y e l k c u B ) 5 ( e r a u q S d o o w y r r e h C 21 t F q S 0 0 0 , 0 1 > s r o h c n A r o i n u J r e h t O & s e r o t S g u r D e g a l l i V e l c y c i B , e l b o N & s e n r a B — — — — — — — — s d o o F e l o h W % 7 . 8 9 s r e p o o S g n i K % 8 . 3 9 s r e p o o S g n i K % 6 . 4 9 s r e p o o S g n i K % 7 . 0 8 s r e p o o S g n i K % 3 . 8 9 s r e p o o S g n i K % 7 . 6 9 ) s r e p o o S g n i K ( % 0 . 0 0 1 s r e p o o S g n i K % 8 . 6 9 y a w e f a S % 9 . 3 9 9 8 5 , 2 4 1 0 3 0 , 0 0 1 8 6 1 , 8 4 2 2 2 , 4 9 6 2 3 , 3 8 0 5 7 , 2 8 5 8 5 , 7 3 6 1 9 , 9 1 1 6 3 4 , 3 9 0 9 0 , 9 1 1 s s e n t i F t e n a l P , d i A e t i R , y t i C y t r a P , e s e e h C . E k c u h C ) s n e e r g l a W ( t e k r a M h s e r F % 1 . 4 9 r e t e e T s i r r a H % 0 . 0 0 1 a c u l e D & n a e D , r e t a e h T e c a l P s p i l l i h P a c u l e D & n a e D % 3 . 9 9 d i A e t i R r e t e e T s i r r a H % 0 . 0 0 1 1 5 6 , 2 3 1 0 2 0 , 6 6 9 5 0 , 3 3 1 5 1 3 , 7 7 % 7 . 3 9 7 1 9 , 4 2 1 , 2 x x a M J T , y u B t s e B y t i r o h t u A s t r o p S % 8 . 8 8 6 8 9 1 3 0 0 2 1 1 0 2 7 9 9 1 8 9 9 1 7 7 9 1 8 0 0 2 3 9 9 1 8 9 9 1 7 0 0 2 9 7 9 1 3 0 0 2 6 9 9 1 4 9 9 1 1 0 0 2 2 0 0 2 1 1 0 2 9 9 9 1 8 9 9 1 5 0 0 2 8 0 0 2 9 9 9 1 8 9 9 1 7 0 0 2 7 9 9 1 7 0 0 2 2 1 0 2 0 1 0 2 ) s ( t n a n e T r o j a M & r e c o r G ) 6 ( t F q S 0 0 0 , 0 4 > ) 3 ( t n e c r e P d e s a e L s s o r G e l b a s a e L a e r A ) A L G ( ) 2 ( r a e Y - n o C d e t c u r t s r a e Y d e r i u q c A 1 r e i P , s d o o G g n i t r o p S e b m a L - n o s n h o J , a i r e t e f a C W & K , x o B n i a g r a B e h T , s e i t r e p o r P k r o Y , . o C n o i s i v o r P r o o d t u O t a e r G , y r a r b i L c i l b u P y t n u o C e k a W , s t o b l a T , d r e k c E y r e l l a G t a C e r i h s e h C e h T , o l l e v e B , s t r o p m I e r a w d r a H e u l a V e u r T e l g n a i r T s e l p a t S , n o i t c e n n o C s s e n t i F , e r u t i n r u F t r o f m o C e m o H p o h S t f i r h T A T P d i A e t i R — — — — — — — — t e k r a M h s e r F , r e t e e T s i r r a H % 5 . 7 9 r e t e e T s i r r a H % 9 . 7 6 n o i L d o o F % 4 . 5 9 r e g o r K % 9 . 5 9 s d o o F e l o h W % 0 . 6 9 r e t e e T s i r r a H % 8 . 6 9 s d o o F s e w o L % 1 . 5 9 ' s e o J r e d a r T % 5 . 6 9 t e k r a M h s e r F % 1 . 7 9 s d o o F e l o h W % 3 . 5 9 r e g o r K % 2 . 5 9 r e g o r K % 5 . 4 8 0 3 8 , 9 8 8 2 1 , 3 0 1 3 3 8 , 9 8 1 4 5 , 2 5 5 7 3 6 , 7 5 4 6 8 , 2 4 0 9 6 , 7 8 2 8 7 , 2 2 1 4 3 6 , 3 7 1 0 1 , 5 4 1 5 2 0 , 1 0 1 2 8 1 , 8 7 2 1 0 2 8 9 9 1 4 8 9 1 9 4 9 1 9 0 0 2 3 8 9 1 7 9 9 1 7 9 9 1 6 0 0 2 6 8 9 1 5 8 9 1 0 7 9 1 2 1 0 2 8 9 9 1 6 9 9 1 4 0 0 2 9 0 0 2 7 9 9 1 8 9 9 1 8 9 9 1 6 0 0 2 5 0 0 2 6 0 0 2 2 1 0 2 r e t e e T s i r r a H % 9 . 2 9 0 5 1 , 5 6 7 0 0 2 7 0 0 2 ) 5 ( r e t n e C g n i p p o h S e r a u q S n o t s l a R I I I y e l e e r G f o e c a l p r e t n e C k e e r C l i a u Q t a s p o h S e r a u q S y r w o L h t u o S h c n a R h o r t S ) O C ( e g a r e v A d e t h g i e W / l a t o t b u S ) 5 ( s n o m m o C s d a o r s s o r C ) 1 ( e m a N y t r e p o r P ) 5 ( e g a l l i V p o t l l i H e c a l P t n e K r e t n e C g n i K d y o l L e r a u q S n o t e l t t i L A N I L O R A C H T R O N ) 5 ( s n o m m o C n a r h c o C s n o m m o C l e m r a C ) 5 ( e c a l P s p i l l i h P ) 5 ( s n o m m o C e c n e d i v o r P e t t o l r a h C m a h r u D / h g i e l a R ) 4 ( e r a u q S n i w r E g n i s s o r C t n i o p h t u o S g n i s s o r C s i r r a H o r o b s n e e r G r e t n e C g n i p p o h S t f o r c d o o W ) 5 ( e g a l l i V n o r e m a C s n o m m o C k e e r C e l d d i M ) 5 ( e r i a d l i K f o s e p p o h S ) 5 ( g n i s s o r C d r a n y a M a z a l P e n i P e k a L ) 5 ( e r a u q S n o t t u S ) 5 ( a z a l P e g a l l i V r e t n e C e d a n n o l o C e g a l l i V d o o w n e l G % 7 . 4 9 2 4 4 , 8 1 0 , 2 ) C N ( e g a r e v A d e t h g i e W / l a t o t b u S 22 t F q S 0 0 0 , 0 1 > s r o h c n A r o i n u J r e h t O & s e r o t S g u r D ) s ( t n a n e T r o j a M & r e c o r G ) 6 ( t F q S 0 0 0 , 0 4 > ) 3 ( t n e c r e P d e s a e L s s o r G e l b a s a e L a e r A ) A L G ( ) 2 ( r a e Y - n o C d e t c u r t s r a e Y d e r i u q c A s e l p a t S , s l e a h c i M , e r a w d r a H e c A , s c i r b a F n n A - o J , s n e e r g l a W s g g i B , r e g o r K % 5 . 7 9 s e c n a i l p p A g g e r G H H , t o p e D e c i f f O t r a M - l a W ( , s ' l h o K % 0 . 0 0 1 x x a M J T , l a v i n r a C e o h S , s c i r b a F k c o c n a H — r e g o r K % 7 . 5 9 r e g o r K % 0 . 8 9 — — ) r e t n e c r e p u S t r a M - l a W % 0 . 8 9 — % 5 . 4 9 a p S y a D & n o l a S y t i t n e d I , s e l p a t S , y v a N d l O , e l b o N & s e n r a B ' s y c a M , t e k r a M h s e r F % 6 . 6 8 R ' s y o T , y r e l l a G e r u t i n r u F s d o o G g n i t r o p S s k c i D ' , s U 8 1 3 , 1 2 1 3 1 5 , 5 9 1 1 6 8 , 6 9 3 3 6 0 , 1 4 1 7 1 3 , 4 6 1 0 7 7 , 0 3 7 5 9 , 0 9 3 5 9 9 1 7 9 9 1 5 9 9 1 5 0 0 2 6 0 0 2 4 0 0 2 6 6 9 1 8 9 9 1 8 9 9 1 7 9 9 1 5 0 0 2 6 0 0 2 4 0 0 2 8 0 0 2 ) 5 ( a z a l P e r o m a c y S & g n i s s o r C e r o m a c y S s n o m m o C y c n e g e R e g a l l i V k n a B d e R ) 5 ( r e t n e C t e k r a M s g n i r p S n a i d n I ) 1 ( e m a N y t r e p o r P s n o m m o C t t e k c e B i t a n n i c n C i e v o r G y r r e h C k r a P e d y H O I H O r e g o r K % 8 . 3 9 1 8 1 , 8 8 8 8 9 1 8 9 9 1 a z a l P r e t s e h c t s e W y u B t s e B , t n e m p i u q E l a n o i t a e r c e R , s d o o G e m o H , e s u o h e r a W W S D , S V C ' s e w o L , s d o o F e l o h W % 4 . 8 9 t e l t u O d r a C y r o t c a F , O C T E P , s e l p a t S , s U R s e i b a B y t i C y t r a P , e r a w d r a H e c A s U " R " s y o T , s n e e r g l a W — l l i w d o o G — ' s k c i n i m o D % 5 . 6 9 ' s o n a i r a M % 9 . 4 9 ' s k c i n i m o D % 4 . 3 9 ' s k c i n i m o D % 0 . 0 0 1 ' s k c i n i m o D % 4 . 2 9 — % 0 . 0 0 1 a p S g n i K , e v i t o m o t u A y l l i e R O ' t o p e D e m o H , t r a M H r e p u S % 9 . 8 9 s e c i f f O l a c i d e M H N E , s n e e r g l a W s s e n t i F l a n i d r a C , l l i w d o o G l l i w d o o G ' s k c i n i m o D % 8 . 8 9 ' s e o J r e d a r T % 0 . 0 0 1 ' s k c i n i m o D % 2 . 7 9 l l i w d o o G y b b o L y b b o H % 6 . 2 9 3 7 9 , 4 6 2 2 8 1 , 3 2 1 6 1 6 , 2 6 0 6 9 , 8 7 1 8 4 4 , 9 9 5 3 4 , 9 6 1 6 2 4 , 0 4 1 5 0 7 , 7 8 6 7 2 , 6 8 5 2 8 , 5 9 5 5 8 , 3 2 1 7 3 8 , 2 8 3 e r a w d r a H s r a e S r e g o r K % 5 . 8 9 7 3 4 , 0 4 1 % 2 . 5 9 6 0 3 , 4 3 9 , 1 — — — — ) t o p e D e m o H ( , r e g o r K % 0 . 0 0 1 r e g o r K % 8 . 6 9 r e g o r K % 1 . 4 9 3 0 5 , 6 8 6 8 2 , 3 9 0 0 1 , 5 8 3 9 9 1 9 9 9 1 6 9 9 1 7 9 9 1 9 8 9 1 7 9 9 1 7 6 9 1 6 8 9 1 8 8 9 1 6 8 9 1 1 8 9 1 1 0 0 2 5 0 0 2 4 8 9 1 4 8 9 1 7 0 0 2 8 9 9 1 9 9 9 1 8 9 9 1 8 9 9 1 5 0 0 2 4 0 0 2 0 1 0 2 8 9 9 1 5 0 0 2 5 0 0 2 5 0 0 2 4 0 0 2 7 0 0 2 5 0 0 2 1 0 0 2 0 1 0 2 r e t n e C y n a b l A w e N r e g o r K ) e t a g h t r o N ( d a o R n w o t x a M I e s a h P a z a l P r e l l i m d n i W s u b m u l o C e t n i o P t s a E ) H O ( e g a r e v A d e t h g i e W / l a t o t b u S ) 5 ( a z a l P r e t n e C c i v i C ) 5 ( g n i s s o r C a v e n e G a z a l P k a O n e l G e l a d s n i H S I O N I L L I o g a c i h C ) 5 ( r e t n e C g n i p p o h S s n o m m o C y r n e H c M ) 5 ( e g d E s ' r e v i R & q S e d i s r e v i R ) 5 ( r e t n e C g n i p p o h S a z a l P k o o r b e n o t S s n o m m o C k o o r b t s e W l a v i t s e F w o l l i W ) 5 ( I I g n i s s o r C d o o w e r o h S ) 5 ( g n i s s o r C d o o w e r o h S ) 5 ( e r a u q S e o c s o R % 2 . 7 9 8 3 5 , 5 1 8 , 1 ) L I ( e g a r e v A d e t h g i e W / l a t o t b u S 23 t F q S 0 0 0 , 0 1 > s r o h c n A r o i n u J r e h t O & s e r o t S g u r D ) s ( t n a n e T r o j a M & r e c o r G ) 6 ( t F q S 0 0 0 , 0 4 > ) 3 ( t n e c r e P d e s a e L s s o r G e l b a s a e L a e r A ) A L G ( ) 2 ( r a e Y - n o C d e t c u r t s r a e Y d e r i u q c A t r a m S t e P , s e l p a t S , s d o o G e m o H , s s e L r o f s s e r D s s o R , x x a M J T — % 0 . 0 0 1 — ) e s i r n u S ( , d o o F t n a i G % 0 . 0 0 1 ) t i r e H : b u S ( y t l a e R d o o w e l t s a C , s e n a L e l l i v k r a P — ' s e o J r e d a r T % 3 . 5 9 d o o F t n a i G % 5 . 2 9 d i A e t i R e s u o h e r a W d o o F s r e p p o h S % 1 . 6 9 d i A e t i R s t e k r a M y e l l a V n e e r G % 6 . 7 9 s s e L 4 s s e n t i F , S V C — % 9 . 7 9 s s e L r o F s s e n t i F ) s U " R " s y o T ( , s r a e S , t r a M G - % 3 . 6 9 S V C — S V C — — S V C S V C e s u o h e r a W d o o F s r e p p o h S % 2 . 1 9 y a w e f a S % 3 . 6 9 — — % 4 . 5 7 % 1 . 4 8 e s u o h e r a W d o o F s r e p p o h S % 0 . 0 0 1 — — % 5 . 6 5 % 1 . 8 9 9 2 5 , 3 7 6 1 0 , 1 8 5 3 7 , 1 6 1 6 4 1 , 5 2 1 9 4 5 , 9 1 2 7 5 5 , 7 8 4 0 9 , 2 0 1 0 5 0 , 6 0 2 5 3 0 , 7 3 1 8 2 3 , 2 2 6 0 9 , 2 4 6 2 3 , 8 1 1 9 7 0 , 4 0 1 3 4 4 , 3 1 1 7 8 8 , 8 6 x x a M J T , l a v i n r a C e o h S , y t i C y t r a P , t o p e D e c i f f O x i l b u P % 2 . 4 9 1 5 5 , 9 8 1 s l o o T t h g i e r F r o b r a H s l e a h c i M — — % 1 . 8 9 % 0 . 0 0 1 9 4 4 , 3 5 4 0 2 , 9 3 a r t n e c n o C , s c i r b a F k c o c n a H , S V C d r e k c E d r e k c E — — r e g o r K % 0 . 0 0 1 x i l b u P % 2 . 9 6 i d l A % 7 . 5 9 x i l b u P % 0 . 0 0 1 — % 5 . 7 9 1 0 1 e c n a D , x a M e c i f f O ' , s n n a m h e o L — d r e k c E — x i l b u P % 9 . 1 9 x i l b u P % 8 . 0 9 x i l b u P % 7 . 4 9 — % 5 . 8 9 p e r P y d o o w n u D , s n e e r g l a W t e k r a M h s e r F % 2 . 6 8 7 1 3 , 8 4 9 2 4 , 1 7 6 0 4 , 0 8 9 3 5 , 0 0 1 1 5 5 , 9 8 9 6 1 , 0 2 1 0 8 2 , 2 9 2 3 4 , 1 8 9 3 1 , 7 3 1 8 6 5 , 2 7 % 3 . 3 9 0 9 4 , 4 6 6 , 1 0 9 9 1 6 8 9 1 1 6 9 1 0 9 9 1 7 8 9 1 5 0 0 2 6 6 9 1 3 0 0 2 5 9 9 1 8 7 9 1 7 8 9 1 1 0 0 2 0 6 9 1 5 8 9 1 4 5 9 1 3 9 9 1 2 6 9 1 0 9 9 1 4 8 9 1 9 7 9 1 0 9 9 1 1 9 9 1 6 8 9 1 5 7 9 1 4 8 9 1 8 9 9 1 6 8 9 1 4 9 9 1 5 0 0 2 5 0 0 2 5 0 0 2 5 0 0 2 5 0 0 2 5 0 0 2 5 0 0 2 3 0 0 2 5 0 0 2 5 0 0 2 5 0 0 2 4 0 0 2 5 0 0 2 5 0 0 2 5 0 0 2 7 9 9 1 7 9 9 1 7 9 9 1 7 9 9 1 6 9 9 1 7 9 9 1 8 9 9 1 7 9 9 1 7 9 9 1 4 0 0 2 7 0 0 2 7 9 9 1 7 0 0 2 ) 5 ( r e t n e C g n i p p o h S e l l i v k r a P ) 5 ( e c a l p t e k r a M e d i s h t u o S ) 5 ( e m l o h d o o W t a l a v i t s e F k r a p r i A e e L t a e g a l l i V ) 5 ( e r t n e C y e l l a V ) 5 ( s r e n r o C e g d i r k l E e r o m i t l a B D N A L Y R A M ) 5 ( r e t n e C g n i p p o h S d l e i f t s r i F ) 5 ( e g a l l i V l l i M s r e p p o l C ) 5 ( r e t n e C e g a l l i V m r a F g n i K ) 5 ( a z a l P n e h s o G ) 5 ( a z a l P k r a P s n i k t a W ) 5 ( k r a P a m o k a T ) 5 ( r e t n e C g n i p p o h S r o o m d o o W d n a l y r a M r e h t O ) 5 ( ) 5 ( a z a l P e i w o B k r a P n o t n i l C ) 1 ( e m a N y t r e p o r P ) D M ( e g a r e v A d e t h g i e W / l a t o t b u S a t s i V a L f f i l c r a i r B e g a l l i V f f i l c r a i r B t r u o C d a e h k c u B e r a u q S e g d i r b m a C e r a u q S e n o t s r e n r o C ) 5 ( l l a H y d o o w n u D m u r t c e p S k l e D e g a l l i V y d o o w n u D e g a l l i V l l i M l l e w o H ) 5 ( a z a l P g n i K A I G R O E G e c a l P d r o f h s A a t n a l t A a i g r o e G a z a l P s n n a m h e o L ) 5 ( g n i s s o r C n i a t n u o M t s o L 24 t F q S 0 0 0 , 0 1 > s r o h c n A r o i n u J r e h t O & s e r o t S g u r D ) s ( t n a n e T r o j a M & r e c o r G ) 6 ( t F q S 0 0 0 , 0 4 > ) 3 ( t n e c r e P d e s a e L e g a k c a P k e e r C h s u r B , s a r G i d r a M s r o t l a e R n a m r o N y r r a H O C T E P , S V C — r e g o r K % 8 . 3 9 x i l b u P % 0 . 0 0 1 — — % 5 . 3 9 % 9 . 4 9 8 9 6 , 1 6 7 9 8 , 7 9 6 9 8 , 8 7 9 5 5 , 8 9 s s o r G e l b a s a e L a e r A ) A L G ( y t i C y t r a P , 1 r e i P ' , s e o J r e d a r T — % 4 . 4 9 4 9 0 , 6 1 1 % 5 . 3 9 8 7 1 , 9 2 6 , 1 O C T E P y t i r o h t u A s t r o p S , ) t e g r a T ( % 2 . 8 9 — t e k r a M t r a h A % 0 . 0 0 1 8 2 2 , 6 4 0 1 2 , 0 9 — t e k r a M m r a F y e l l a V % 3 . 8 8 9 9 8 , 3 3 1 7 8 9 1 7 8 9 1 4 9 9 1 5 9 9 1 9 5 9 1 8 5 9 1 7 0 0 2 6 7 9 1 7 9 9 1 7 9 9 1 7 9 9 1 4 9 9 1 2 1 0 2 5 0 0 2 7 0 0 2 5 0 0 2 ) 2 ( r a e Y - n o C d e t c u r t s r a e Y d e r i u q c A O C T E P , a t l U , x a M e c i f f O , y u B t s e B , d n o y e B d n a h t a B d e B , s s e L r o F s s e r D s s o R ) t e g r a T ( , s n a m g e W % 0 . 9 9 0 5 4 , 4 1 3 5 0 0 2 5 0 0 2 s c i r b a F n n A - o J , r a e w t o o F s u o m a F , x x a M J T , s e l p a t S ' s e o J r e d a r T % 3 . 9 9 s r a e S , x x a M J T , s s e L r o f s s e r D s s o R — % 2 . 4 9 s n e e r g l a W d i A e t i R — — — s t e k r a M s e i W % 7 . 6 9 s t e k r a M e m c A % 9 . 4 9 d o o F t n a i G % 0 . 0 0 1 — % 0 . 0 0 1 6 0 4 , 9 5 1 3 1 2 , 4 1 2 0 2 8 , 4 1 0 0 4 , 1 9 9 5 9 , 6 4 1 0 8 6 , 9 8 0 6 9 1 0 6 9 1 6 0 0 2 8 8 9 1 0 7 9 1 9 9 9 1 5 0 0 2 4 0 0 2 6 0 0 2 5 0 0 2 5 0 0 2 5 0 0 2 — % 0 . 0 0 1 0 0 0 , 6 0 0 0 2 0 0 0 2 ) A G ( e g a r e v A d e t h g i e W / l a t o t b u S A I N A V L Y S N N E P ) 5 ( r e t n e C g n i p p o h S d r a v e l u o B o k f e t S ) 5 ( r e t n e C g n i p p o h S t e e r t S n e l l A m e h e l h t e B / n w o t n e l l A s n o m m o C h t e r a z a N r e w o L ) 5 ( r e t n e C g n i p p o h S e u n e v A y t i C a i h p l e d a l i h P r e t n e C g n i p p o h S y a w e t a G r e t n e C e g a l l i V e l l i v s p l u K ) 5 ( r e t n e C g n i p p o h S e r a u q S n w o t w e N ) 5 ( r e t n e C g n i p p o h S e r a u q S k c i w r a W ) 5 ( r e t n e C g n i p p o h S e r a u q S r e c r e M ) 5 ( e r a u q S g n i r p S r e v l i S g r u b s i r r a H a i n a v l y s n n e P r e h t O y e h s r e H ) 1 ( e m a N y t r e p o r P a z a l P y r r e F s e c a P e r a u q S y r r e F s r e w o P e g a l l i V y r r e F s r e w o P e g d i R l l e s s u R s g n i r p S y d n a S n o i t u l o v E s s e n t i F , s t o L g i B , s s e L r o F s s e r D s s o R , s c i r b a F n n A - o J , g u B n o i h s a F x x a M J T d i A e t i R y a w e f a S % 5 . 7 9 y a w e f a S % 7 . 1 9 s n o s t r e b l A % 3 . 7 9 y e k a l B t r o P s a m e n i C l a g e R , y a w e f a S % 6 . 8 8 ) d i A e t i R ( , O C T E P , s c i r b a F n n A - o J s t r o p S e l a s e l o h W % 0 . 0 0 1 t o p e D e c i f f O s s e n t i F A L % 1 . 2 9 3 6 6 , 0 0 1 8 7 4 , 7 7 1 2 9 , 6 0 1 2 7 0 , 1 1 2 0 3 2 , 8 7 2 2 0 , 6 2 3 4 0 0 2 5 0 0 2 1 9 9 1 9 9 9 1 6 5 9 1 2 1 0 2 2 0 0 2 5 0 0 2 5 0 0 2 9 9 9 1 5 0 0 2 2 1 0 2 ) 5 ( I r e t n e C t e k r a M s d r a h c r O I I r e t n e C t e k r a M s d r a h c r O d n a l t r o P N O T G N I H S A W ) 5 ( e c a l p t e k r a M a r o r u A e l t t a e S ) 5 ( ) 5 ( a z a l P e d a c s a C a z a l P e t a g t s a E ) 4 ( e g d i R d n a r G % 8 . 6 9 5 6 2 , 7 0 3 , 1 ) A P ( e g a r e v A d e t h g i e W / l a t o t b u S 25 t F q S 0 0 0 , 0 1 > s r o h c n A r o i n u J r e h t O & s e r o t S g u r D ) s ( t n a n e T r o j a M & r e c o r G ) 6 ( t F q S 0 0 0 , 0 4 > ) 3 ( t n e c r e P d e s a e L e r a w d r a H e c A , s g u r D l l e t r a B — s l l a h s r a M d i A e t i R — s d o o F y t i l a u Q % 0 . 0 0 1 ) y a w e f a S ( % 1 . 8 9 ) t e g r a T ( % 0 . 7 9 ) s r a e S ( % 5 . 8 8 — % 4 . 8 8 3 5 2 , 7 1 5 5 5 , 0 8 0 0 9 , 2 0 1 9 8 2 , 1 0 1 2 8 2 , 8 5 s s o r G e l b a s a e L a e r A ) A L G ( e e r T r a l l o D , d i A e t i R y a w t f i r h T s b m a L ' % 8 . 4 9 — — — — — — d n o y e B d n a h t a B d e B % 4 . 1 9 s d o o F e l o h W % 0 . 0 0 1 y a w e f a S % 2 . 1 8 y a w e f a S % 0 . 2 9 s n o s t r e b l A % 5 . 3 9 — % 8 . 4 7 1 0 1 , 3 9 7 6 9 , 8 4 1 6 6 9 , 7 8 9 5 2 , 4 2 1 7 4 5 , 3 5 0 0 0 , 1 7 0 1 6 , 9 8 n o l a S a t l U , O C T E P , I E R s ' l e a h c i M , x x a M J T ' s e o J r e d a r T % 0 . 0 0 1 ' s e o J r e d a r T % 8 . 8 9 8 4 5 , 4 8 3 5 9 , 0 8 % 6 . 3 9 5 6 6 , 0 6 2 , 1 5 8 9 1 7 8 9 1 9 8 9 1 2 9 9 1 0 9 9 1 9 7 9 1 8 8 9 1 9 9 9 1 5 9 9 1 8 8 9 1 6 0 0 2 7 8 9 1 6 0 0 2 1 1 0 2 9 9 9 1 5 0 0 2 9 9 9 1 9 9 9 1 9 9 9 1 5 0 0 2 9 9 9 1 9 9 9 1 9 9 9 1 9 9 9 1 6 0 0 2 9 9 9 1 6 0 0 2 1 1 0 2 ) 2 ( r a e Y - n o C d e t c u r t s r a e Y d e r i u q c A ) A W ( e g a r e v A d e t h g i e W / l a t o t b u S ) 5 ( a z a l P n o i h s a F e k a l r e v O s d n a l h g i H - h s i m a m m a S e g a l l i V e k a L e n i P r e t n e c h t u o S ) 1 ( e m a N y t r e p o r P a z a l P d o o w e l g n I ) 5 ( r e t n e C n w o T y a w n e e r G e c a l p t e k r a M l l i h y a r r u M s d a o r s s o r C d o o w r e h S r e t n e C t e k r a M d o o w r e h S t e k r a M e n r u o b s a n a T 5 0 2 e d i s y n n u S r e t n e C r e k l a W r e t n e C t e k r a M s i l l a v r o C e c a l p t e k r a M e t a g h t r o N n o g e r O r e h t O N O G E R O d n a l t r o P x x a M J T , s d o o G e m o H , t r a m S t e P s d o o F w o b n i a R % 1 . 5 9 — s d o o F b u C % 6 . 4 9 t a o C n o t g n i l r u B ( , s c i r b a F ) y r o t c a F — — s d o o F e l o h W % 0 . 0 0 1 ' s d n u L % 0 . 0 0 1 0 5 1 , 6 6 8 4 2 , 3 9 9 7 4 , 5 0 2 3 1 2 , 5 2 1 9 9 9 1 9 5 9 1 1 9 9 1 6 0 0 2 1 1 0 2 5 0 0 2 5 0 0 2 1 1 0 2 O C T E P , s r e v a S n n A - o J , s d o o F w o b n i a R % 0 . 0 0 1 1 4 8 , 4 8 1 8 9 9 1 6 0 0 2 ) 5 ( e r a u q S y e l l a V e l p p A s i l o p a e n n i M A T O S E N N I M ) 5 ( s n o m m o C n u o h l a C ) 5 ( e r a u q S l a i n o l o C ) 5 ( a z a l P d a o R d r o f k c o R ) 5 ( r e t n e C e g d i r k c o R % 6 . 1 9 1 5 9 , 3 3 8 ) R O ( e g a r e v A d e t h g i e W / l a t o t b u S t r a m S t e P , y o B - Z - a L ' s e o J r e d a r T % 4 . 4 9 5 5 8 , 6 8 6 0 0 2 6 0 0 2 S T T E S U H C A S S A M s u g u a S t a s p o h S n o t s o B % 5 . 7 9 1 3 9 , 4 7 6 ) N M ( e g a r e v A d e t h g i e W / l a t o t b u S 26 n i e t S , s t r o p m I 1 r e i P , e r o t S s l o o P k c o d d a P , t e l t u O e o h S r e n g i s e D J & E , s s e n t i F e m T e f i L i . c n I , p o h S o r P s i n n e T & f l o G % 6 . 3 9 — — y a w e f a S % 4 . 1 9 y a w e f a S % 2 . 9 8 3 9 2 , 3 1 1 3 3 6 , 7 0 1 5 7 2 , 8 3 2 t r a M — — % 0 . 1 4 0 1 7 , 5 3 % 4 . 8 8 1 1 9 , 4 9 4 — — — ) t o p e D e m o H ( , s k c u n h c S % 3 . 7 9 s k c u n h c S % 5 . 6 9 s k c u n h c S % 0 . 0 0 1 2 5 4 , 0 6 2 6 7 , 0 7 0 3 4 , 7 6 r a e w t o o F s u o m a F , s d o o G e m o H , x x a M J T ' ) s e w o L ( , ) t e g r a T ( , t r a M - l a W % 0 . 0 0 1 3 0 7 , 9 0 2 % 0 . 9 9 7 4 3 , 8 0 4 x a M e c i f f O , O C T E P r e t e e T s i r r a H % 0 . 0 0 1 O C T E P — — x i l b u P % 7 . 7 9 x i l b u P % 0 . 4 9 r e g o r K % 2 . 2 9 1 9 0 , 0 7 0 0 8 , 3 6 7 0 8 , 7 3 1 6 0 5 , 9 0 1 0 0 0 2 9 9 9 1 6 9 9 1 0 0 0 2 2 0 0 2 5 0 0 2 6 9 9 1 0 0 0 2 8 9 9 1 6 0 0 2 8 8 9 1 7 9 9 1 3 0 0 2 1 0 0 2 9 9 9 1 3 0 0 2 7 0 0 2 7 0 0 2 7 0 0 2 7 0 0 2 7 9 9 1 6 0 0 2 0 0 0 2 7 9 9 1 d r e k c E — % 0 . 0 0 1 8 0 9 , 0 1 8 9 9 1 8 9 9 1 ) 5 ( e c a l p t e k r a M y e l l a V m l a P e c a l p t e k r a M m e h t n A a n o z i r A t a s p o h S g n i s s o r C a m P i A N O Z I R A x i n e o h P ) Z A ( e g a r e v A d e t h g i e W / l a t o t b u S a z a l P d o o w t n e r B n o t e g d i r B s i u o L . t S s n o m m o C d o o w k r i K g n i s s o r C e n n e d r a D I R U O S S I M ) O M ( e g a r e v A d e t h g i e W / l a t o t b u S e n o t s d l e i F e g a l l i V h t e p r a H E E S S E N N E T e l l i v h s a N e g a l l i V e k a l h t r o N e g a l l i V e e r t r a e P r e t n e C n o n a b e L e e s s e n n e T r e h t O n T n o s k c i D % 8 . 4 9 4 6 8 , 5 0 5 ) A M ( e g a r e v A d e t h g i e W / l a t o t b u S % 9 . 5 9 2 1 1 , 2 9 3 ) N T ( e g a r e v A d e t h g i e W / l a t o t b u S A N I L O R A C H T U O S n o t s e l r a h C t F q S 0 0 0 , 0 1 > s r o h c n A r o i n u J r e h t O & s e r o t S g u r D ) s ( t n a n e T r o j a M & r e c o r G ) 6 ( t F q S 0 0 0 , 0 4 > ) 3 ( t n e c r e P d e s a e L s s o r G e l b a s a e L a e r A ) A L G ( ) 2 ( r a e Y - n o C d e t c u r t s r a e Y d e r i u q c A e g a r o t S e c a p S a r t x E , m y G s d l o G ' , e e r T r a l l o D , n o i h s a F G & K , d i A e t i R s ' l l a h s r a M ' , s w a h S % 6 . 4 9 2 4 2 , 0 7 2 4 0 0 2 6 0 0 2 — n o t g n i l r u B , p o h S & p o t S y r o t c a F t a o C % 4 . 5 9 7 6 7 , 8 4 1 8 8 9 1 6 0 0 2 ) 1 ( e m a N y t r e p o r P a z a l P y t i C n i w T ) 5 ( a z a l P y a w d e e p S 27 t F q S 0 0 0 , 0 1 > s r o h c n A r o i n u J r e h t O & s e r o t S g u r D s n e e r g l a W — — — — — ) s ( t n a n e T r o j a M & r e c o r G ) 6 ( t F q S 0 0 0 , 0 4 > ) 3 ( t n e c r e P d e s a e L x i l b u P % 0 . 7 9 x i l b u P % 9 . 3 9 — % 0 . 0 0 1 9 4 6 , 9 7 0 2 8 , 4 1 3 3 3 , 2 8 s s o r G e l b a s a e L a e r A ) A L G ( 7 9 9 1 6 0 0 2 3 9 9 1 7 9 9 1 6 0 0 2 8 9 9 1 ) 2 ( r a e Y - n o C d e t c u r t s r a e Y d e r i u q c A x i l b u P % 0 . 0 0 1 9 5 3 , 4 6 3 0 0 2 2 0 0 2 x i l b u P % 0 . 0 0 1 o L - i B % 7 . 4 9 1 0 6 , 9 5 1 8 8 , 9 5 6 0 0 2 9 9 9 1 6 0 0 2 7 0 0 2 ) 5 ( r e t n e C g n i p p o h S h g u o r o b s n e e u Q ) 5 ( e g a l l i V s t n a h c r e M ) 1 ( e m a N y t r e p o r P g r u b e g n a r O ) 5 ( s n o m m o C h c a e B e d i s f r u S a n i l o r a C h t u o S r e h t O e g a l l i V r e t l a w k c u B ) 5 ( g n i d n a L y a r r u M a i b m u l o C s U " R " s e l p a t S , s s e L r o F s s e r D s s o R , t r a m S t e P , s l e a h c i M s y o T , t o p e D e m o H , ) t e g r a T ( % 1 . 1 9 7 0 9 , 0 3 3 7 0 0 2 7 0 0 2 r e t n e C n w o T s g n i r p S r e e D % 1 . 1 9 7 0 9 , 0 3 3 ) V N ( e g a r e v A d e t h g i e W / l a t o t b u S % 1 . 7 9 3 4 6 , 0 6 3 ) C S ( e g a r e v A d e t h g i e W / l a t o t b u S s a g e V s a L a d a v e N e e r T r a l l o D , t e l t u O d r a C y r o t c a F , m y G s d l o G e e r T r a l l o D , s l o o T t h g i e r F r o b r a H e v a S ' N ' k c i P % 4 . 8 9 y l g g i W y l g g i P % 4 . 5 9 1 2 4 , 3 3 1 7 2 8 , 5 3 1 9 8 9 1 8 8 9 1 5 0 0 2 5 0 0 2 ) 5 ( r e t n e C g n i p p o h S e r a u q S l l a n t i h W ) 5 ( r e t n e C g n i p p o h S e r t n e C e n i c a R N I S N O C S I W % 5 . 5 9 7 4 7 , 9 0 3 ) E D ( e g a r e v A d e t h g i e W / l a t o t b u S — — x i l b u P % 2 . 6 8 x i l b u P % 6 . 1 7 0 4 7 , 4 8 6 6 4 , 8 1 1 8 0 0 2 3 0 0 2 8 0 0 2 2 0 0 2 ) 5 ( r e t n e C p o h S e g a l l i V e l a d y e l l a V e g a l l i V e p o h r i a F t a s e p p o h S % 9 . 6 9 8 4 2 , 9 6 2 ) I W ( e g a r e v A d e t h g i e W / l a t o t b u S A M A B A L A d r e k c E — % 0 . 0 0 1 8 0 9 , 0 1 0 0 0 2 0 0 0 2 d i A e t i R d i A e t i R t r a M K - , s t e k r a M e m c A % 0 . 4 9 — % 0 . 0 0 1 1 3 0 , 2 3 2 8 0 8 , 6 6 1 8 9 1 1 7 9 1 8 9 9 1 5 0 0 2 E D , r e v o D - k a O e t i h W r e v o D ) 5 ( n y l y a r G f o s e p p o h S n o t g n i m l i W k e e r C e k i P E R A W A L E D 28 t F q S 0 0 0 , 0 1 > s r o h c n A r o i n u J r e h t O & s e r o t S g u r D y t i C y t r a P — — — ' s e o J r e d a r T % 3 . 4 9 ) r e g o r K ( % 5 . 0 9 3 2 9 , 5 8 1 6 9 , 2 5 ) s ' l h o K ( % 6 . 8 8 ) s d r a n e M ( % 0 . 0 0 1 4 2 9 , 1 1 3 3 5 , 4 1 ) r e t n e c r e p u S t r a M — - l a W ( , ) n i a t n u o M r e d n a G ( % 1 . 5 8 8 2 0 , 8 2 4 0 0 2 7 8 9 1 1 0 0 2 6 0 0 2 6 0 0 2 4 0 0 2 5 0 0 2 5 0 0 2 6 0 0 2 6 0 0 2 % 7 . 7 7 6 0 2 , 3 0 2 ) s ( t n a n e T r o j a M & r e c o r G ) 6 ( t F q S 0 0 0 , 0 4 > ) 3 ( t n e c r e P d e s a e L s s o r G e l b a s a e L a e r A ) A L G ( ) 2 ( r a e Y - n o C d e t c u r t s r a e Y d e r i u q c A ) L A ( e g a r e v A d e t h g i e W / l a t o t b u S ) 1 ( e m a N y t r e p o r P ) 5 ( r e t n e C g n i p p o h S t s e W e k a L w o l l i W ) 5 ( r e t n e C g n i p p o h S e k a L w o l l i W s g n i r p S d o o w n e e r G s i l o p a n a i d n I A N A I D N I g n i s s o r C t r o p r i A r e t n e C a t s u g u A a n a i d n I r e h t O s t r o p m I 1 r e i P , t o p e D e c i f f O , y v a N d l O , y u B t s e B , s U " R " s y o T ' s e o J r e d a r T % 8 . 9 9 5 6 8 , 9 7 1 2 6 9 1 5 0 0 2 T U C I T C E N N O C ) 5 ( r e n r o C s n i b r o C ' % 3 . 1 9 9 6 3 , 3 9 1 ) N I ( e g a r e v A d e t h g i e W / l a t o t b u S S V C — s t e k r a M e m c A % 7 . 7 8 e t i R p o h S % 2 . 7 9 1 9 8 , 3 0 1 0 4 6 , 2 5 0 9 9 1 5 8 9 1 5 0 0 2 5 0 0 2 ) 5 ( s n o m m o C n o d d a H ) 5 ( e r a u q S a z a l P Y E S R E J W E N O C T E P s s e n t i F A L , s d o o F e l o h W % 0 . 0 0 1 2 8 3 , 1 4 1 8 0 0 2 2 1 0 2 ) 5 ( s n o m m o C e v o r G e k a L K R O Y W E N % 0 . 0 0 1 2 8 3 , 1 4 1 ) Y N ( e g a r e v A d e t h g i e W / l a t o t b u S % 0 . 4 9 1 3 5 , 6 5 1 ) J N ( e g a r e v A d e t h g i e W / l a t o t b u S % 8 . 9 9 5 6 8 , 9 7 1 ) T C ( e g a r e v A d e t h g i e W / l a t o t b u S s l e a h c i M — ) t r a M - l a W ( % 7 . 6 8 — % 7 . 4 3 9 4 0 , 1 2 4 2 2 , 7 9 6 0 0 2 9 9 9 1 6 0 0 2 9 9 9 1 g n i s s o r C t e e r t S e t a t S e c a l p t e k r a M n o t n e F N A G I H C I M % 9 . 3 4 3 7 2 , 8 1 1 ) I M ( e g a r e v A d e t h g i e W / l a t o t b u S 29 s g n i d l o h y t r e p o r p e h t s a T E R B f o s e i t r e p o r p e h t s e d u l c x e d n a ) " o i l o f t r o P d e n i b m o C " ( s e i t r e p o r P d e t a d i l o s n o c n U d n a d e t a d i l o s n o C s y c n e g e R h t o b ' s e d u l c n i e l b a t s i h T ) 1 ( t n e m t s e v n i k c o t s d e r r e f e r p ' s y c n e g e R n o n r u t e r f o e t a r e h t t c a p m i t o n o d T E R B f o o w t t s a e l t a r o f n e p o n e e b t e y t o n s a h r o h c n a e h t d n a e t e l p m o c o t s t s o c d e t c e p x e e h t f o % 0 9 t s a e l t a d e r r u c n i t e y t o n s a h y n a p m o C e h t e r e h w s e i t r e p o r p s e d u l c n I . n o i t a v o n e r t s e t a l r O ) 2 ( ) 3 ( r o f % 8 . 4 9 e b d l u o w d e s a e l e g a t n e c r e p l a t o t e h t , d e d u l c x e e r a s e i t r e p o r p t n e m p o l e v e d f I . ) " t n e m p o l e v e d n i s e i t r e p o r p " r o " s e i t r e p o r p t n e m p o l e v e d " ( s r a e y r a d n e l a c . s r e t n e c g n i p p o h s f o o i l o f t r o P d e n i b m o C s y n a p m o C ' S V C — ' s e o J r e d a r T % 0 . 0 0 1 — % 0 . 0 0 1 2 1 8 , 2 2 5 3 8 , 6 1 6 0 0 2 0 3 9 1 6 0 0 2 5 0 0 2 ) 5 ( r e t n e C g n i p p o h S y e l l a V g n i r p S ) 5 ( a i b m u l o C e h T t a s p o h S A I B M U L O C F O T C I R T S I D — ) r e g o r K ( % 0 . 0 0 1 6 8 1 , 3 2 7 0 0 2 7 0 0 2 r e t n e C e n w o T n o t l a W % 0 . 0 0 1 6 8 1 , 3 2 ) Y K ( e g a r e v A d e t h g i e W / l a t o t b u S % 0 . 0 0 1 7 4 6 , 9 3 ) C D ( e g a r e v A d e t h g i e W / l a t o t b u S Y K C U T N E K % 6 . 4 9 9 7 3 , 3 9 2 , 0 4 e g a r e v A d e t h g i e W / l a t o T . t s e r e t n i g n i t o v a s a h r o r e n t r a p l a r e n e g e h t s i e t a i l i f f a n a r o P L C R h c i h w n i s r o t s e v n i e d i s t u o h t i w p i h s r e n t r a p t n e m t s e v n i - o c a y b d e n w O . s e s e h t n e r a p y b d e t a c i d n i s i p i h s r e n w o o n s a h y n a p m o C e h t h c i h w n i d n a r e t n e c g n i p p o h s ' s y n a p m o C e h t s t r o p p u s t a h t r e l i a t e r A . t n e m p o l e v e d n i y t r e p o r P ) 4 ( ) 5 ( ) 6 ( t F q S 0 0 0 , 0 1 > s r o h c n A r o i n u J r e h t O & s e r o t S g u r D ) s ( t n a n e T r o j a M & r e c o r G ) 6 ( t F q S 0 0 0 , 0 4 > ) 3 ( t n e c r e P d e s a e L s s o r G e l b a s a e L a e r A ) A L G ( ) 2 ( r a e Y - n o C d e t c u r t s r a e Y d e r i u q c A ) 1 ( e m a N y t r e p o r P 30 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 (NYSE: REG) is traded on the New York Stock Exchange. The following table sets forth the high and low sales prices and the cash dividends declared on our common stock by quarter for 2012 and 2011. Quarter Ended March 31 June 30 September 30 December 31 $ High Price 44.78 47.99 51.38 50.40 2012 Low Price Cash Dividends Declared 40.90 41.65 45.81 36.30 0.4625 $ 0.4625 0.4625 0.4625 2011 Low Price Cash Dividends Declared 0.4625 0.4625 0.4625 0.4625 40.90 41.00 34.11 32.30 High Price 45.36 47.51 47.90 41.64 The Company has determined that the dividends paid during 2012 and 2011 on our common stock qualify for the following tax treatment: Total Distribution per Share Ordinary Dividends Total Capital Gain Distributions Nontaxable Distributions 2012 $ 2011 $ 1.8500 1.8500 1.3135 0.6105 0.0185 0.0185 0.5180 1.2210 As of February 22, 2013, there were approximately 15,000 holders of common equity. We intend to pay regular quarterly distributions to Regency Centers Corporations' 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. The Company has a dividend reinvestment plan under which shareholders may elect to reinvest their dividends automatically in common stock. Under the plan, the Company may elect to purchase common stock in the open market on behalf of shareholders or may issue new common stock to such shareholders. 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 during the quarter ended December 31, 2012. The Company did not repurchase any of its equity securities during the quarter-ended December 31, 2012. 31 The performance graph furnished below shows Regency's cumulative total stockholder return to the S&P 500 Index and the FTSE NAREIT Equity REIT Index since December 31, 2007. 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. 32 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, 2012. This historical Selected Financial Data has been derived from the audited consolidated financial statements as reclassified for discontinued operations. 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. 2012 2011 2010 2009 2008 Parent Company Operating Data: Revenues Operating expenses Other expense (Loss) Income before equity in income (loss) of investments in real estate partnerships Equity in income (loss) of investments in real estate partnerships Income (loss) from continuing operations before tax Income tax expense (benefit) of taxable REIT subsidiary Income (loss) from continuing operations Income from discontinued operations Income (loss) before gain on sale of real estate Gain on sale of real estate Net income (loss) Net income attributable to noncontrolling interests Net income (loss) attributable to the Company Preferred stock dividends Net (loss) income attributable to common stockholders Funds from operations (1) Core funds from operations (1) Income per Common Share - diluted: (Loss) income from continuing operations Income from discontinued operations Net (loss) income attributable to common stockholders Other Information: Net cash provided by operating activities Net cash provided by (used in) investing activities Net cash used in financing activities Distributions paid to common stockholders Common dividends declared per share Common stock outstanding including exchangeable operating partnership units Ratio of earnings to fixed charges (3) $ $ $ $ 496,920 321,258 185,740 (10,078) 23,807 13,729 13,224 505 23,546 24,051 2,158 26,209 (342) 25,867 (32,531) (6,664) 222,100 230,937 (0.34) 0.26 (0.08) 493,098 318,128 136,275 38,695 9,643 48,338 2,994 45,344 8,040 53,384 2,404 55,788 (4,418) 51,370 (19,675) 31,695 220,318 213,148 0.26 0.09 0.35 257,215 3,623 217,633 (77,723) (249,891) (145,569) 164,747 160,478 1.85 1.85 90,572 1.1 90,099 1.4 Balance Sheet Data: Real estate investments before accumulated depreciation $ 4,352,839 Total assets Total debt Total liabilities Stockholders' equity Noncontrolling interests 3,853,458 1,941,891 2,107,547 1,730,765 15,146 4,488,794 3,987,071 1,982,440 2,117,417 1,808,355 61,299 468,191 306,100 147,434 14,657 (12,884) 1,773 (1,333) 3,106 8,902 12,008 993 13,001 (4,185) 8,816 (19,675) (10,859) 470,593 294,802 210,085 (34,294) (26,373) (60,667) 1,883 (62,550) 14,157 (48,393) 19,357 (29,036) (3,961) (32,997) (19,675) (52,672) 151,321 199,357 85,758 207,971 (0.25) 0.11 (0.14) (0.89) 0.19 (0.70) 138,459 (184,457) (32,797) 149,117 1.85 81,717 1.2 4,417,746 3,994,539 2,094,469 2,250,137 1,685,177 59,225 195,804 51,545 (164,279) 159,670 2.11 81,670 0.8 (2) 4,259,990 3,992,228 1,886,380 2,061,621 1,862,380 68,227 479,467 258,789 117,061 103,617 5,292 108,909 (1,600) 110,509 16,629 127,138 20,346 147,484 (5,333) 142,151 (19,675) 122,476 263,848 240,449 1.52 0.24 1.76 211,314 (105,006) (105,144) 199,528 2.90 70,091 1.6 4,425,895 4,158,568 2,135,571 2,416,824 1,676,323 65,421 (1) 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. Core FFO represents FFO, excluding, but not limited to, transaction income or expense, gains or losses from the early extinguishment of debt, development and outparcel gains or losses and other non-core items. See Supplemental Earnings Information within Item 7 for additional information and a reconciliation to the nearest GAAP measure. (2) The Company's ratio of earnings to fixed charges was deficient in 2009 by $26.2 million in earnings, due to significant non-cash charges for impairment of real estate investments of $97.5 million. (3) See Exhibit 12.1 for additional information regarding the computation of ratio of earnings to fixed charges. 33 2012 2011 2010 2009 2008 Operating Partnership Operating Data: Revenues Operating expenses Other expense (Loss) income before equity in income (loss) of investments in real estate partnerships Equity in income (loss) of investments in real estate partnerships Income (loss) from continuing operations before tax Income tax expense (benefit) of taxable REIT subsidiary Income (loss) from continuing operations Income from discontinued operations Income (loss) before gain on sale of real estate Gain on sale of real estate Net income (loss) Net income attributable to noncontrolling interests Net income (loss) attributable to the Partnership Preferred unit distributions Net (loss) income attributable to common unit holders Funds from operations (1) Core funds from operations (1) Income per common unit - diluted: (Loss) income from continuing operations Income from discontinued operations Net (loss) income attributable to common unit holders Other Information: Net cash provided by operating activities Net cash provided by (used in) investing activities Net cash used in financing activities Distributions paid on common units Ratio of earnings to fixed charges (3) Balance Sheet Data: $ $ $ $ 496,920 321,258 185,740 (10,078) 23,807 13,729 13,224 505 23,546 24,051 2,158 26,209 (865) 25,344 (31,902) (6,558) 222,100 230,937 (0.34) 0.26 (0.08) 493,098 318,128 136,275 38,695 9,643 48,338 2,994 45,344 8,040 53,384 2,404 55,788 (590) 55,198 (23,400) 31,798 220,318 213,148 0.26 0.09 0.35 257,215 3,623 217,633 (77,723) (249,891) (145,569) 164,747 160,478 1.1 1.4 Real estate investments before accumulated depreciation $ 4,352,839 Total assets Total debt Total liabilities Partners' capital Noncontrolling interests 3,853,458 1,941,891 2,107,547 1,729,612 16,299 4,488,794 3,987,071 1,982,440 2,117,417 1,856,550 13,104 468,191 306,100 147,434 14,657 (12,884) 1,773 (1,333) 3,106 8,902 12,008 993 13,001 (376) 12,625 (23,400) (10,775) 151,321 199,357 (0.25) 0.11 (0.14) 138,459 (184,457) (32,797) 149,117 1.2 4,417,746 3,994,539 2,094,469 2,250,137 1,733,573 10,829 470,593 294,802 210,085 (34,294) (26,373) (60,667) 1,883 (62,550) 14,157 (48,393) 19,357 (29,036) (452) (29,488) (23,400) (52,888) 85,758 207,971 (0.89) 0.19 (0.70) 195,804 51,545 (164,279) 159,670 0.8 (2) 4,259,990 3,992,228 1,886,380 2,061,621 1,918,859 11,748 479,467 258,789 117,061 103,617 5,292 108,909 (1,600) 110,509 16,629 127,138 20,346 147,484 (701) 146,783 (23,400) 123,383 263,848 240,449 1.52 0.24 1.76 211,314 (105,006) (105,144) 199,528 1.6 4,425,895 4,158,568 2,135,571 2,416,824 1,733,764 7,980 (1) 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. Core FFO represents FFO, excluding, but not limited to, transaction income or expense, gains or losses from the early extinguishment of debt, development and outparcel gains or losses and other non-core items. See Supplemental Earnings Information within Item 7 for additional information and a reconciliation to the nearest GAAP measure. (2) The Company's ratio of earnings to fixed charges was deficient in 2009 by $26.2 million in earnings, due to significant non-cash charges for impairment of real estate investments of $97.5 million. (3) See Exhibit 12.1 for additional information regarding the computation of ratio of earnings to fixed charges. 34Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview Regency Centers Corporation began its operations as a REIT in 1993 and is the managing general partner in Regency Centers, L.P. We endeavor to be the preeminent, best-in-class national shopping center company distinguished by sustaining growth in shareholder value and compounding total shareholder return in excess of our peers. We work to achieve these goals through reliable growth in net operating income from a portfolio of dominant, infill shopping centers, balance sheet strength, value-added development capabilities and an engaged team of talented and dedicated people. All of our operating, investing, and financing activities are performed through the Operating Partnership, its wholly-owned subsidiaries, and through its investments in real estate partnerships with third parties (also referred to as "co-investment partnerships" or "joint ventures"). The Parent Company currently owns approximately 99.8% of the outstanding common partnership units of the Operating Partnership. At December 31, 2012, we directly owned 204 shopping centers (the “Consolidated Properties”) located in 24 states representing 22.5 million square feet of gross leasable area (“GLA”). Through co-investment partnerships, we own partial ownership interests in 144 shopping centers (the “Unconsolidated Properties”) located in 24 states and the District of Columbia representing 17.8 million square feet of GLA. 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 by ground leasing or selling building pads ("out- parcels") to these same types of tenants. We experience growth in revenues by increasing occupancy and rental rates in our existing shopping centers and by acquiring and developing new shopping centers. At December 31, 2012, the consolidated shopping centers were 94.1% leased, as compared to 92.2% at December 31, 2011. 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 also evaluate consumer preferences, shopping behaviors, and demographics to anticipate both challenges and opportunities in the changing retail industry that may affect our tenants. We grow our shopping center portfolio through acquisitions of operating centers and new shopping center development. We will continue to use our development capabilities, market presence, and anchor relationships to invest in value-added new developments and redevelopments of existing centers. Development is customer driven, meaning we generally have an executed lease from the anchor before we start construction. Developments serve the growth needs of our anchors and retailers, resulting in modern shopping centers with long-term anchor leases that produce attractive returns on our invested capital. This development process typically requires two to three years once construction has commenced, but can vary subject to the size and complexity of the project. We fund our acquisition and development activity from various capital sources including property sales, equity offerings, and new debt. Co-investment partnerships provide us with an additional capital source for shopping center acquisitions, as well as the opportunity to earn fees for asset management, property management, and other investing and financing services. As asset manager, we are engaged by our partners to apply similar operating, investment and capital strategies to the portfolios owned by the co-investment partnerships as those applied to the portfolio that we wholly-own. Co-investment partnerships grow their shopping center investments through acquisitions from third parties or direct purchases from us. Although selling properties to co-investment partnerships reduces our direct ownership interest, it provides a source of capital that further strengthens our balance sheet while we continue to share, to the extent of our ownership interest, in the risks and rewards of shopping centers that meet our high quality standards and long-term investment strategy. Critical Accounting Policies and 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 at 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 results, current economic activity, and 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. 35 Accounts Receivable 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 write-off experience, tenant credit-worthiness and current economic trends when evaluating the adequacy of our allowance for doubtful accounts. 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, in-place leases and tenant relationships), 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 invest in entities that 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 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 into properties in development in our accompanying Consolidated Balance Sheets. Once a development property is substantially complete and held available for occupancy, costs are no longer capitalized. 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. 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. At December 31, 2012 and 2011, the Company had capitalized pre-development costs of $3.5 million and $2.1 million, respectively, of which $2.3 million and $1.0 million, respectively, were refundable deposits. 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. During the years ended December 31, 2012, 2011, and 2010, we expensed pre-development costs of approximately $1.5 million, $241,000, and $520,000, respectively, recorded in other expenses in the accompanying Consolidated Statements of Operations. Interest costs are capitalized into 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 substantial completion of the building shell. During the years ended December 31, 2012, 2011, and 2010, we capitalized interest of $3.7 million, $1.5 million, and $5.1 million, respectively, on our development projects. 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. During the years ended December 31, 2012, 2011, and 2010, we capitalized $10.3 million, $5.5 million, and $2.7 million, respectively, of direct internal costs incurred to support our development program. The capitalization of costs is directly related to the actual level of development activity occurring. 36 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 arms 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 partnerships, 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 highly 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 a significant degree of 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. Recent Accounting Pronouncements See Note 1 to Consolidated Financial Statements. Shopping Center Portfolio The following table summarizes general information related to the Consolidated Properties in our shopping center portfolio (GLA in thousands): Number of Properties Properties in Development Gross Leasable Area % Leased – Operating and Development % Leased – Operating December 31, 2012 December 31, 2011 204 4 22,532 94.1% 94.4% 217 7 23,750 92.2% 93.2% The following table summarizes general information related to the Unconsolidated Properties owned in co-investment partnerships in our shopping center portfolio, excluding the properties held by BRET (GLA in thousands): Number of Properties Gross Leasable Area % Leased – Operating December 31, 2012 December 31, 2011 144 17,762 95.2% 147 18,399 94.8% We seek to reduce our operating and leasing risks through geographic diversification, avoiding dependence on any single property, market, or tenant, and owning a portion of our shopping centers through co-investment partnerships. 37 The following table summarizes leasing activity for the year ended December 31, 2012, including Regency's pro-rata share of activity within the portfolio of our co-investment partnerships, except for the BRET portfolio: Leasing Transactions GLA (in thousands) Base Rent / SF Tenant Improvements / SF Leasing Commissions / SF New leases Renewals Total 695 1,105 1,800 2,143 2,967 5,110 $19.68 $18.27 $18.86 $4.33 $0.32 $2.00 $7.70 $2.15 $4.48 The following table summarizes our four most significant tenants, each of which is a grocery retailer, occupying our shopping centers at December 31, 2012: Grocery Anchor Kroger Publix Number of Stores (1) 47 54 Percentage of Company- owned GLA (2) 7.0% 6.9% Percentage of Annualized Base Rent (2) 4.3% 4.2% Safeway Supervalu (3) (1) Includes stores owned by grocery anchors that are attached to our centers. (2) Includes Regency's pro-rata share of Unconsolidated Properties and excludes those owned by anchors and the properties of BRET. 2.7% 3.3% 2.1% 5.4% 51 26 (3) On January 10, 2013, SUPERVALU announced that it had entered into an agreement to sell its four largest grocery chains to an investor consortium. We will continue to closely monitor the pending sale and the impact, if any, on its shopping centers. 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 industry trends and sales data to help us identify declines in retail categories or tenants who might be experiencing financial difficulties as a result of slowing sales, lack of credit, changes in retail formats or increased competition. 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. We monitor the financial condition of our tenants. We communicate often with those tenants who have announced store closings or filed bankruptcy. 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 total annualized base rent on a pro-rata basis. 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. On December 31, 2012, our cash balance was $22.3 million. We have an $800.0 million Line of Credit commitment (the "Line"), which matures in September 2016, that had an outstanding balance of $70.0 million at December 31, 2012 with remaining available borrowings of $730.0 million. As of December 31, 2012, we had the capacity to issue $128.0 million in common stock under various equity distribution agreements. The following table summarizes net cash flows related to operating, investing, and financing activities of the Company for the years ended December 31, 2012, 2011, and 2010 (in thousands): Net cash provided by operating activities Net cash provided by (used in) investing activities Net cash used in financing activities Net increase (decrease) in cash and cash equivalents 2012 2011 2010 $ $ 257,215 3,623 (249,891) 10,947 217,633 (77,723) (145,569) (5,659) 138,459 (184,457) (32,797) (78,795) 38 Net cash provided by operating activities: Net cash provided by operating activities increased by $39.6 million for the year ended December 31, 2012 as compared to the year ended December 31, 2011 due primarily to increased operating income, driven by higher occupancy, a decrease in interest expense, and timing of cash receipts and payments. Our dividend distribution policy is set by our Board of Directors who monitor our financial position. Our Board of Directors recently declared our quarterly dividend of $0.4625 per share, paid on February 27, 2013. Our dividend has remained unchanged since May 2009 and 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. 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 share and unit holders, which were $188.4 million and $183.9 million for the years ended December 31, 2012 and 2011, respectively. Net cash provided by (used in) investing activities: Net cash provided by investing activities increased by $81.3 million for the year ended December 31, 2012, as compared to the year ended December 31, 2011. Significant investing activity during the year ended December 31, 2012 included: • Receiving proceeds of $352.7 million from the sale of real estate including $273.5 million from the sale of a 15- property portfolio to a partnership in which Regency retained a non-controlling interest; • Contributing $14.2 million to a co-investment partnership for our pro rata ownership interest in Lake Grove Commons, a shopping center acquired in January 2012; • Contributing $37.6 million to a co-investment partnership for our pro rata share to repay maturing debt; • Contributing $6.6 million to a co-investment partnership for our pro rata share of redevelopment costs; • Contributing $1.7 million to a new co-investment partnership for our pro rata share of the acquisition of land; • Contributing $6.2 million to a new co-investment partnership for our pro rata ownership interest in Phillips Place, a shopping center acquired in December 2012; and • Capital expenditures incurred for the acquisition, development, redevelopment, improvement and leasing of our real estate properties was $320.6 million and $152.7 million for the years ended December 31, 2012, and 2011 (in thousands), respectively as follows: Capital expenditures: Acquisition of operating real estate Acquisition of land for development / redevelopment Development costs Redevelopment costs Tenant allowances Capitalized interest Capitalized direct compensation Building improvements and other Real estate development and capital improvements Total 2012 2011 Change 156,026 70,629 85,397 27,100 71,702 10,944 8,664 3,686 10,312 32,180 164,588 320,614 2,308 24,813 11,552 9,501 1,480 5,538 26,877 82,069 152,698 24,792 46,889 (608) (837) 2,206 4,774 5,303 82,519 167,916 $ $ $ $ • During the year ended December 31, 2012, we acquired five operating properties and five land parcels for $156.0 million and $27.1 million, respectively, compared to acquiring three operating properties and two land parcels for $70.6 million and $2.3 million, respectively, during the year ended December 31, 2011. • The increase in building improvements and other capital expenditures is due to normal ongoing improvements that may be capitalized for our existing centers. 39 • During 2012, we started five new developments and one redevelopment as compared to starting four new developments and four redevelopments during 2011; however, two of the developments started in 2011 occurred during the fourth quarter of 2011 and contributed to the increased capitalization in 2012. At December 31, 2012, we had four development projects that were either under construction or in lease up, compared to seven such development projects at December 31, 2011. The following table details our development projects as of December 31, 2012 (in thousands, except cost per square foot): Property Name East Washington Place Southpark at Cinco Ranch Shops at Erwin Mill Grand Ridge Plaza Total Estimated / Actual Anchor Opening Aug-13 Oct-12 Dec-13 Jun-13 Start Date Q4-11 Q1-12 Q2-12 Q2-12 Estimated Net Development Costs After Partner Participation(1) 60,562 $ Estimated Net Costs to Complete (1) 36,191 $ 31,532 14,384 81,074 $ 187,552 $ 7,730 5,448 50,151 99,520 Company Owned GLA 203 243 90 326 862 Cost per square foot of GLA (1) 298 $ 130 160 249 218 (2) $ (1) Amount represents costs, including leasing costs, net of tenant reimbursements. (2) Amount represents a weighted average The following table details our developments completed during 2012 (in thousands, except cost per square foot): Property Name Centerplace of Greeley III Ph II Village at Lee Airpark Nocatee Town Center Suncoast Crossing Ph II (2) Harris Crossing Market at Colonnade South Bay Village Kent Place Northgate Marketplace Total Completion Date Net Development Costs (1) Company Owned GLA Cost per square foot of GLA (1) Q2-12 Q2-12 Q3-12 Q3-12 Q3-12 Q3-12 Q4-12 Q4-12 Q4-12 $ 2,110 24,107 14,304 7,253 8,407 15,270 28,419 9,119 19,448 $ 25 88 70 9 65 58 108 48 81 $ 128,437 552 $ 84 274 204 806 129 263 263 190 240 233 (1) Includes leasing costs, net of tenant reimbursements. (2) Suncoast Crossing Phase II net development costs include land improvements that will benefit a third phase, for which development has not yet commenced. We plan to continue developing projects for long-term investment purposes and have a staff of employees who directly support our development program. Internal costs attributable to these development activities are capitalized as part of each development project. During the year ended December 31, 2012, we capitalized $3.7 million of interest expense and $10.3 million of internal costs for direct compensation for development and redevelopment activity. Changes in the level of future development activity could adversely impact results of operations by reducing the amount of internal costs for development projects that may be capitalized. A 10% reduction in development activity without a corresponding reduction in the compensation costs directly related to our development activities could result in an additional charge to net income of approximately $859,000. 40 Net cash provided or used in financing activities: Net cash used in financing activities increased by $104.3 million for the year ended December 31, 2012, as compared to the year ended December 31, 2011. Significant financing activities during the year ended December 31, 2012 include: • On January 15, 2012, the Operating Partnership repaid $192.4 million of maturing 6.75% ten-year unsecured notes; • On February 9, 2012, the Operating Partnership purchased all of its issued and outstanding 7.45% Series D Preferred Units, at a 3.75% discount to par, for net redemption costs of $48.1 million; • On February 16, 2012, the Parent Company issued 10 million shares of 6.625% Series 6 Cumulative Redeemable Preferred Shares with a liquidation preference of $25 per share, resulting in proceeds of $241.4 million, net of issuance costs; • On March 31, 2012, the Parent Company redeemed all issued and outstanding shares of 7.45% Series 3 and 7.25% Series 4 Cumulative Redeemable Preferred Shares for $200.0 million; • On August 23, 2012, the Parent Company issued 3 million shares of 6.00% Series 7 Cumulative Redeemable Preferred Shares with a liquidation preference of $25 per share, resulting in proceeds of $72.5 million, net of issuance costs; • On September 13, 2012, the Parent Company redeemed all issued and outstanding shares of 6.70% Series 5 Cumulative Redeemable Preferred Shares for $75.0 million; • During the third quarter of 2012, the Parent Company issued 442,786 shares of common stock through its at-the- market ("ATM") common equity issuance program resulting in proceeds, net of commissions and issuance costs, of $21.5 million; • During 2012, we borrowed $250.0 million available under a Term Loan and repaid $150 million using the proceeds from the sale of real estate previously discussed. Our Term Loan has no remaining borrowing capacity and matures in December 2016. We endeavor to maintain a high percentage of unencumbered assets. At December 31, 2012, 76.8% of our wholly- owned real estate assets were unencumbered. Such assets allow us to access the secured and unsecured debt markets and to maintain significant availability on the Line. Our coverage ratio, including our pro-rata share of our partnerships, was 2.5 times for the year ended December 31, 2012 as compared to 2.3 times for the year ended December 31, 2011. We define our coverage ratio as earnings before interest, taxes, depreciation and amortization (“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 2013, we estimate that we will require approximately $130.5 million to repay $16.7 million of maturing debt (excluding scheduled principal payments), $110.5 million to complete currently in-process developments and redevelopments, and $3.3 million to fund our pro-rata share of estimated capital contributions to our co-investment partnerships for repayment of debt. If we start new development or redevelop additional shopping centers, our cash requirements will increase. At December 31, 2012, our joint ventures had $24.4 million of scheduled secured mortgage loans and credit lines maturing through 2013. To meet our cash requirements, we will utilize cash generated from operations, borrowings from our Line, proceeds from the sale of real estate, and when the capital markets are favorable, proceeds from the sale of common equity and the issuance of debt. 41 Investments in Real Estate Partnerships At December 31, 2012 and 2011, we had investments in real estate partnerships of $442.9 million and $386.9 million, respectively. The following table is a summary of unconsolidated combined assets and liabilities of these co-investment partnerships and our pro-rata share at December 31, 2012 and 2011 (dollars in thousands): Number of Co-investment Partnerships Regency’s Ownership Number of Properties Combined Assets (1) Combined Liabilities (1) Combined Equity (1) Regency’s Share of (1)(2)(3): Assets Liabilities 2012 19 20%-50% 144 3,434,954 1,933,488 1,501,466 1,154,387 635,882 $ $ $ $ $ 2011 16 20%-50% 147 3,501,775 1,992,213 1,509,562 1,160,954 648,533 (1) Excludes the assets and liabilities of BRET as the property holdings of BRET do not impact the rate of return on Regency's preferred stock investment. (2) Pro-rata financial information is not, and is not intended to be, a presentation in accordance with GAAP. However, management believes that providing such information is useful to investors in assessing the impact of its investments in real estate partnership activities on the operations of Regency, which includes such items on a single line presentation under the equity method in its consolidated financial statements. (3) The difference between Regency's share of the net assets of the co-investment partnerships and the Company's investments in real estate partnerships per the accompanying Consolidated Balance Sheets relates primarily to differences in inside/outside basis as further described in Note 4 to the Consolidated Financial Statements. Investments in real estate partnerships are primarily comprised of co-investment partnerships in which we currently invest with six co-investment partners and a closed-end real estate fund (“Regency Retail Partners” or the “Fund”), as further summarized below. In addition to earning our pro-rata share of net income or loss in each of these co-investment partnerships, we receive recurring market-based fees for asset management, property management, and leasing as well as fees for investment and financing services, which were $25.4 million, $29.0 million and $25.1 million for the years ended December 31, 2012, 2011, and 2010 respectively. During the years ended December 31, 2011 and 2010 we received transaction fees from our co- investment partnerships of $5.0 million and $2.6 million, respectively, with no such fees received during 2012. Our equity method investments in real estate partnerships as of December 31, 2012 and 2011 consist of the following (in thousands): GRI - Regency, LLC (GRIR) Macquarie CountryWide-Regency III, LLC (MCWR III) Columbia Regency Retail Partners, LLC (Columbia I) Columbia Regency Partners II, LLC (Columbia II) Cameron Village, LLC (Cameron) RegCal, LLC (RegCal) Regency Retail Partners, LP (the Fund) US Regency Retail I, LLC (USAA) Regency's Ownership 40.00% $ 24.95% 20.00% 20.00% 30.00% 25.00% 20.00% 20.01% 2012 2011 272,044 29 17,200 8,660 16,708 15,602 15,248 2,173 262,018 195 20,335 9,686 17,110 18,128 16,430 3,093 BRE Throne Holdings, LLC (BRET) Other investments in real estate partnerships — 39,887 386,882 (1) The difference between Regency's share of the net assets of the co-investment partnerships and the Company's investments in real estate partnerships per the accompanying Consolidated Balance Sheets relates primarily to differences in inside/outside basis as further described in Note 4 to the Consolidated Financial Statements. 48,757 46,506 442,927 47.80% 50.00% Total (1) $ 42 Contractual Obligations We have debt obligations related to our mortgage loans, unsecured notes, and our unsecured credit facilities as described further below and in Note 8 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 table below excludes: • Reserves for $9.3 million related to our pro-rata share of environmental remediation as discussed herein under Environmental Matters as the timing of the remediation payments is not currently known; • Obligations related to construction or development contracts, since payments are only due upon satisfactory performance under the contracts; • Letters of credit of $20.8 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 13 to the Consolidated Financial Statements. The following table of Contractual Obligations summarizes our debt maturities including interest, excluding recorded debt premiums or discounts that are not obligations, and our obligations under non-cancelable operating leases, sub-leases, and ground leases as of December 31, 2012, including our pro-rata share of obligations within co-investment partnerships (in thousands): Notes Payable: Regency (1) Regency's share of JV (1) Operating Leases: Regency Subleases: Regency Ground Leases: Regency Regency's share of JV Payments Due by Period 2013 2014 2015 2016 2017 Beyond 5 Years Total $ 125,525 46,560 276,553 57,212 488,153 77,676 255,663 150,348 554,975 69,264 632,762 380,510 2,333,631 781,570 4,786 4,070 3,999 3,406 1,891 58 18,210 (229) (117) (94) (32) — — (472) 3,175 208 3,183 208 2,808 208 2,807 208 2,758 208 101,555 10,534 116,286 11,574 Total $ 180,025 341,109 572,750 412,400 629,096 1,125,419 3,260,799 (1) Amounts include interest payments. Off-Balance Sheet Arrangements We do not have off-balance sheet arrangements, financings, or other relationships with other unconsolidated entities (other than our co-investment partnerships) or other persons, also known as variable interest entities, not previously discussed. Our co-investment partnership properties have been financed with non-recourse loans. The Company has no guarantees related to these loans. 43 Results from Operations Comparison of the years ended December 31, 2012 to 2011: Our revenues increased by $3.8 million or 0.8% in 2012, as compared to 2011, as summarized in the following table (in thousands): Minimum rent Percentage rent Recoveries from tenants and other income Management, transaction, and other fees Total revenues 2012 2011 Change $ $ 359,350 3,327 107,732 26,511 496,920 350,223 2,996 105,899 33,980 493,098 9,127 331 1,833 (7,469) 3,822 Minimum rent increased $9.1 million for the year ended December 31, 2012 compared to the year ended December 31, 2011 despite a $13.2 million decrease attributable to the sale of a 15-property portfolio on July 25, 2012. This portfolio was sold for total consideration of $273.5 million, net of a $47.5 million retained investment in the acquiring real estate partnership. As of December 31, 2012, this asset group did not meet the definition of discontinued operations, in accordance with FASB ASC Topic 205-20, Presentation of Financial Statements - Discontinued Operations, based on our continuing involvement. The increase in minimum rent is due to increased average occupancy levels at our consolidated properties from 92.2% leased at December 31, 2011 to 94.1% leased at December 31, 2012, combined with an increase in average base rent per square foot (psf) from $16.59 psf for the year ended December 31, 2011 to $16.86 psf for the year ended December 31, 2012. Minimum rent also increased $2.9 million due to the acquisition of five operating properties and four development properties since December 31, 2011. Recoveries from tenants represent their share of the operating, maintenance, and real estate tax expenses that we incur to operate our shopping centers, as well as other income. Recoveries increased during the year ended December 31, 2012 as compared to the year ended December 31, 2011 primarily due to increased average occupancy, although recoveries were partially offset by declines in recovery revenue from the sale of real estate. We earned 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): Asset management fees Property management fees Leasing commissions and other fees Transaction fees 2012 2011 Change $ $ 6,488 14,224 5,799 — 26,511 6,705 14,910 7,365 5,000 33,980 (217) (686) (1,566) (5,000) (7,469) The decrease in fees in 2012 was primarily the result of the liquidation of the DESCO co-investment partnership during 2011, which included a $5.0 million disposition fee and a $1.0 million consulting fee we received as a result of the liquidation. Asset management fees, property management fees, and leasing commissions also declined as a result of the sale of properties held by our co-investment partnerships since December 31, 2011. Our operating expenses increased by $3.1 million or 1.0% in 2012, as compared to 2011. The following table summarizes our operating expenses (in thousands): Depreciation and amortization Operating and maintenance General and administrative Real estate taxes Other expenses Total operating expenses 2012 2011 Change $ $ 126,808 69,900 61,700 55,604 7,246 321,258 128,963 71,707 56,117 54,622 6,719 318,128 (2,155) (1,807) 5,583 982 527 3,130 44 Depreciation and amortization expense and operating and maintenance expense decreased $2.2 million and $1.8 million, respectively, for the year ended December 31, 2012, as compared to the year ended December 31, 2011, due to mild winter weather and a net reduction in the number of shopping centers owned during 2012 . General and administrative expense increased $5.6 million primarily due to an increase in incentive compensation expense as a result of exceeding performance targets. The following table presents the components of other expense (income) (in thousands): Interest expense, net Provision for impairment Early extinguishment of debt Net investment (income) loss from deferred compensation plan 2012 2011 Change $ $ 112,129 74,816 852 (2,057) 185,740 123,645 12,424 — 206 136,275 (11,516) 62,392 852 (2,263) 49,465 As discussed above, we sold a 15-property portfolio during 2012, and as a result of this sale, we recognized a net impairment loss of $18.1 million during the year ended December 31, 2012. Additional impairment of $56.7 million was recognized related to two operating properties and three land parcels. The majority of this impairment, $50.0 million, related to one operating property, which we determined was more likely than not to be sold before the end of its previously estimated hold period, which led to the impairment. This property is located in a master planned community of North Los Vegas, a market that was significantly impacted by the housing market crash. This is the only property owned by us in this market, and we currently do not intend to hold the property for a term that we estimate would be necessary for us to recover our investment. The other operating property exhibited weak operating fundamentals, including low economic occupancy for an extended period of time, which led to a $4.5 million impairment. During the year ended December 31, 2011, a $12.4 million provision for impairment was recognized related to two operating properties, that exhibited weak operating fundamentals, including low economic occupancy for an extended period of time, which lead to the impairment. On July 20, 2012, we repaid $150 million of our Term Loan, and as a result of this early extinguishment of debt, we expensed approximately $852,000 in loan costs. The $2.3 million increase in net investment income from deferred compensation plan related to the change in the fair value of plan assets from December 31, 2011 to December 31, 2012 and is consistent with the change in plan liabilities. The following table presents the change in net interest expense (in thousands): Interest on notes payable Interest on unsecured credit facilities Capitalized interest Hedge interest Interest income 2012 2011 Change $ $ 103,610 4,388 (3,686) 9,492 (1,675) 112,129 116,343 1,746 (1,480) 9,478 (2,442) 123,645 (12,733) 2,642 (2,206) 14 767 (11,516) Interest on notes payable decreased and interest on unsecured credit facilities increased during the year ended December 31, 2012, as compared to the year ended December 31, 2011, as a result of the repayment of $192.4 million of 6.75% unsecured debt in January 2012 using proceeds from our Term Loan and $800 million Line of Credit at lower interest rates. Additional interest was capitalized during 2012 due to increased development activity. 45 Our equity in income (loss) of investments in real estate partnerships increased by $14.2 million in 2012, as compared to 2011 as follows (in thousands): GRI - Regency, LLC (GRIR) Macquarie CountryWide-Regency III, LLC (MCWR III) Macquarie CountryWide-Regency-DESCO, LLC (MCWR- DESCO)(1) Columbia Regency Retail Partners, LLC (Columbia I) Columbia Regency Partners II, LLC (Columbia II) Cameron Village, LLC (Cameron) RegCal, LLC (RegCal) Regency Retail Partners, LP (the Fund) US Regency Retail I, LLC (USAA) BRE Throne Holdings, LLC (BRET) Other investments in real estate partnerships Total Regency's Ownership 40.00% $ 24.95% — 20.00% 20.00% 30.00% 25.00% 20.00% 20.01% 47.80% 50.00% $ 2012 2011 Change 9,311 (22) — 8,480 290 596 540 297 297 2,211 1,807 23,807 7,266 (123) (293) 2,775 179 322 1,904 268 243 — (2,898) 9,643 2,045 101 293 5,705 111 274 (1,364) 29 54 2,211 4,705 14,164 (1) At December 2010, our ownership interest in MCWR-DESCO was 16.35%. The liquidation of MCWR-DESCO was complete effective May 4, 2011. Our ownership interest in MCWR-DESCO was 0.00% at both December 2012 and 2011. The increase in our equity in income (loss) in investments in real estate partnerships for the year ended December 31, 2012, as compared to the year ended December 31, 2011, is primarily due to the recognition of our pro-rata share of the $34.5 million gain on sale of an operating property in the Columbia I partnership during second quarter of 2012, the new ownership joint venture interest retained in BRET as part of the portfolio sale during the three months ended December 31, 2012, and a $4.6 million impairment recognized on one investment in a real estate partnership during the first quarter of 2011. The following represents the remaining components to determine net income attributable to the common stockholders and unit holders for the year ended December 31, 2012, as compared to the year ended December 31, 2011 (in thousands): 2012 2011 Change Income from continuing operations before tax Income tax expense (benefit) of taxable REIT subsidiary Income from discontinued operations Gain on sale of real estate Income attributable to noncontrolling interests Preferred stock dividends Net (loss) income attributable to common stockholders Net income attributable to exchangeable operating partnership units Net (loss) income attributable to common unit holders $ $ $ 13,729 13,224 23,546 2,158 (342) (32,531) (6,664) (106) (6,558) 48,338 2,994 8,040 2,404 (4,418) (19,675) 31,695 (103) 31,798 (34,609) 10,230 15,506 (246) 4,076 (12,856) (38,359) (3) (38,356) Income tax expense increased $10.2 million for the year ended December 31, 2012, as compared to the year ended December 31, 2011. During 2012, we identified four core operating properties within the Taxable REIT Subsidiary (“TRS”) and sold them to the REIT, which generated taxable gains enabling us to use a significant amount of the net operating losses created during the portfolio sale from July 2012. Based on the remaining properties within the TRS and future taxable income sources, the remaining deferred tax assets are not likely to be realized and a full valuation allowance was established on the balance. Income from discontinued operations was $23.5 million for the year ended December 31, 2012 and includes $21.9 million in gains, net of taxes, from the sale of five properties and the operations of the shopping centers sold. Income from discontinued operations was $8.0 million for the year ended December 31, 2011 and includes $5.9 million in gains, net of taxes, from the sale of seven properties and the operations, including impairment, of the shopping centers sold. Gain on sale of real estate decreased approximately $246,000 for the year ended December 31, 2012, as compared to the year ended December 31, 2011. During the year ended December 31, 2012, we sold seven out-parcels for a gain of $2.2 46 million, whereas during the year ended December 31, 2011, we sold eight out-parcels for no gain, and we sold two operating properties, which did not meet the definition of discontinued operations due to our continuing involvement, for a gain of $2.4 million. The income attributable to noncontrolling interests decreased during the year ended December 31, 2012 related to the redemption of preferred units in February 2012, resulting in expense recognition of the original preferred unit issuance costs of approximately $842,000 offset by the redemption discount of $1.9 million. Preferred stock dividends increased $12.9 million during the year ended December 31, 2012, from $19.7 million during the year ended December 31, 2011 to $32.5 million during the year ended December 31, 2012. The increase is attributable to the $9.3 million of non-cash charges for the deemed distribution recognized upon redemption of the Series 3, 4 and 5 Preferred Stock during the year ended December 31, 2012, as well as the impact of additional dividends on the Series 6 Preferred Stock issued in February 2012 and Series 7 Preferred Stock issued in September 2012. Related to our Parent Company's results, our net loss attributable to common stockholders for the year ended December 31, 2012 was $6.7 million, a decrease of $38.4 million as compared to net income of $31.7 million for the year ended December 31, 2011. The lower net income was primarily related to an increase in impairment provisions of $62.4 million, offset by a decrease in interest expense of $11.5 million and an increase in equity in income of investments in real estate partnerships of $14.2 million. Our diluted net loss per share was $0.08 for the year ended December 31, 2012 as compared to diluted net income per share of $0.35 for the year ended December 31, 2011. Related to our Operating Partnership results, our net loss attributable to common unit holders for the year ended December 31, 2012 was $6.6 million, a decrease of $38.4 million as compared to net income of $31.8 million for the year ended December 31, 2011 for the same reasons stated above. Our diluted net loss per unit was $0.08 for the year ended December 31, 2012 as compared to diluted net income per unit of $0.35 for the year ended December 31, 2011. Comparison of the years ended December 31, 2011 to 2010: Our revenues increased by $24.9 million or 5.3% in 2011, as compared to 2010, as summarized in the following table (in thousands): Minimum rent Percentage rent Recoveries from tenants and other income Management, transaction, and other fees Total revenues 2011 2010 Change $ $ 350,223 2,996 105,899 33,980 493,098 332,159 2,540 104,092 29,400 468,191 18,064 456 1,807 4,580 24,907 Minimum rent increased $18.1 million for the year ended December 31, 2011 compared to the year ended December 31, 2010 due to an increase in average base rent per square foot (psf) from $16.55 psf for the year ended December 31, 2010 to $16.59 psf for the year ended December 31, 2011, despite consistent average occupancy levels at our consolidated properties of 92.2% at December 31, 2011 and 2010. Minimum rent also increased due to the acquisition of two operating properties in the latter part of the fourth quarter of 2010, the acquisition of three operating properties during 2011, and four properties received through a distribution-in-kind ("DIK") of one interest in MCWR-DESCO ("DESCO DIK") in May 2011. Recoveries from tenants increased as a result of increases in our operating and maintenance expenses, and real estate taxes for the year ended December 31, 2011 as compared to the year ended December 31, 2010 as summarized further below. In addition, other income increased due to increased contingency income earned from prior year sales of $1.4 million. We earned fees, at market-based rates, for asset management, property management, leasing, acquisition, disposition and financing services that we provided to our co-investment partnerships and third parties as follows (in thousands): Asset management fees Property management fees Transaction fees Leasing commissions and other fees 2011 2010 Change $ $ 6,705 14,910 5,000 7,365 33,980 6,695 15,599 2,594 4,512 29,400 10 (689) 2,406 2,853 4,580 The increase in transaction and other fees was due to the $5.0 million disposition fee and a $1.0 million consulting fee we received as a result of the DESCO DIK liquidation during the the year ended December 31, 2011, as compared to the $2.6 47 million disposition fee we received related to GRI's acquisition of Macquarie CountryWide's ("MCW") investment during the year ended December 31, 2010. Our operating expenses increased by $12.0 million or 3.9% in 2011, as compared to 2010. The following table summarizes our operating expenses (in thousands): Depreciation and amortization Operating and maintenance General and administrative Real estate taxes Other expenses Total operating expenses 2011 2010 Change $ $ 128,963 71,707 56,117 54,622 6,719 318,128 118,398 67,514 61,505 52,386 6,297 306,100 10,565 4,193 (5,388) 2,236 422 12,028 Depreciation and amortization expense, operating and maintenance expense, and real estate tax expense increased primarily due to the acquisition of two operating properties in the latter part of the fourth quarter of 2010, the acquisition of three operating properties during 2011, and the four properties received through the DESCO DIK in May 2011. General and administrative expense decreased $5.4 million primarily due to a decrease in salary expense, including incentive compensation and certain employee benefits. The following table presents the components of other expense (income) (in thousands): Interest expense, net Provision for impairment Early extinguishment of debt Net investment (income) loss from deferred compensation plan 2011 2010 Change $ $ 123,645 12,424 — 206 136,275 125,287 19,886 4,243 (1,982) 147,434 (1,642) (7,462) (4,243) 2,188 (11,159) During the year ended December 31, 2011, a $12.4 million provision for impairment was recognized related to two operating properties that exhibited weak operating fundamentals, including low economic occupancy for an extended period of time, which lead to the impairment. During the year ended December 31, 2010, a $19.9 million provision for impairment was recognized as a result of identifying properties that had been previously considered held for long term investment and determining that they no longer met our long term investment strategy. As a result of this re-evaluation, we changed our expected investment holding period and reduced our carrying value to estimated fair value. On October 29, 2010, RCLP completed a tender offer for outstanding debt by purchasing $11.8 million of its $173.5 million 7.95% unsecured notes maturing in January 2011, and $57.6 million of its $250.0 million 6.75% unsecured notes maturing in January 2012 (collectively, the “Notes”). The Company recognized a $4.2 million expense for the early extinguishment of this debt. The $2.2 million increase in net investment income from deferred compensation plan related to the change in the fair value of plan assets from December 31, 2010 to December 31, 2011 and is consistent with the change in plan liabilities. The following table presents the change in interest expense (in thousands): Interest on notes payable Interest on unsecured credit facilities Capitalized interest Hedge interest Interest income 2011 2010 Change $ $ 116,343 1,746 (1,480) 9,478 (2,442) 123,645 125,788 1,430 (5,099) 5,576 (2,408) 125,287 (9,445) 316 3,619 3,902 (34) (1,642) Interest on notes payable decreased during the year ended December 31, 2011, as compared to the year ended December 31, 2010, as a result of the repayment of $161.7 million and $20.0 million of unsecured debt in January 2011 and December 2011, respectively. Capitalized interest decreased as a result of reduced development activity during the year ended 48 December 31, 2011, as compared to 2010. Hedge interest increased as a result of $36.7 million of hedges settled on September 30, 2010, with the realized loss being amortized over a ten year period beginning October 2010. Our equity in income (loss) of investments in real estate partnerships increased by $22.5 million in 2011, as compared to 2010 as follows (in thousands): GRI - Regency, LLC (GRIR) Macquarie CountryWide-Regency III, LLC (MCWR III) Macquarie CountryWide-Regency-DESCO, LLC (MCWR- DESCO)(1) Columbia Regency Retail Partners, LLC (Columbia I) Columbia Regency Partners II, LLC (Columbia II) Cameron Village, LLC (Cameron) RegCal, LLC (RegCal) Regency Retail Partners, LP (the Fund) US Regency Retail I, LLC (USAA) Other investments in real estate partnerships Total Ownership 2011 2010 Change 40.00% $ 24.95% —% 20.00% 20.00% 30.00% 25.00% 20.00% 20.01% 50.00% $ 7,266 (123) (293) 2,775 179 322 1,904 268 243 (2,898) 9,643 (6,672) (108) (817) (2,970) (69) (221) 194 (3,565) (88) 1,432 (12,884) 13,938 (15) 524 5,745 248 543 1,710 3,833 331 (4,330) 22,527 (1) At December 31, 2010, our ownership interest in MCWR-DESCO was 16.35%. The liquidation of MCWR-DESCO was complete effective May 4, 2011. The increase in our equity in income (loss) in investments in real estate partnerships for the year ended December 31, 2011, as compared to the year ended December 31, 2010, is related to our pro-rata share of the decrease in depreciation expense of $5.7 million, the decrease in interest expense of $5.9 million, the decrease in impairment provisions of $18.5 million, and the net gain on extinguishment of debt of $1.7 million, offset by a decrease in net operating income of $7.8 million and a gain on sale of properties of approximately $700,000 at the individual real estate partnerships. The following represents the remaining components to determine net income attributable to the common stockholders and unit holders for the year ended December 31, 2011, as compared to the year ended December 31, 2010 (in thousands): 2011 2010 Change Income from continuing operations before tax Income tax expense (benefit) of taxable REIT subsidiary Income from discontinued operations Gain on sale of real estate Income attributable to noncontrolling interests Preferred stock dividends Net income (loss) attributable to common stockholders Net income attributable to exchangeable operating partnership units Net income (loss) attributable to common unit holders $ $ $ 48,338 2,994 8,040 2,404 (4,418) (19,675) 31,695 (103) 31,798 1,773 (1,333) 8,902 993 (4,185) (19,675) (10,859) (84) (10,775) 46,565 4,327 (862) 1,411 (233) — 42,554 (19) 42,573 Income tax expense increased $4.3 million for the year ended December 31, 2011, as compared to the year ended December 31, 2010, primarily due to the increase in deferred income taxes in 2011 and a tax benefit recognized in 2010. Income from discontinued operations was $8.0 million for the year ended December 31, 2011 and includes $5.9 million in gains, net of taxes, from the sale of seven properties and the operations of the shopping centers sold. Income from discontinued operations was $8.9 million for the year ended December 31, 2010 and includes $7.6 million in gains, net of taxes, from the sale of three properties and the operations, including impairment, of the shopping centers sold. Gain on sale of real estate increased approximately $1.4 million for the year ended December 31, 2011, as compared to the year ended December 31, 2010. During the year ended December 31, 2011, we sold eight out-parcels for no gain, and we sold two operating properties that did not meet the definition of discontinued operations due to our continuing involvement, for a gain of $2.4 million. During the year ended December 31, 2010 we sold eleven out-parcels for a gain of approximately $661,000, and we sold three operating properties for a gain of approximately $332,000. These properties did not meet the definition of discontinued operations due to our continuing involvement. 49 The income attributable to noncontrolling interests remained relatively consistent for the year ended December 31, 2011, as compared to the year ended December 31, 2010, increasing approximately $233,000. Preferred stock dividends also remained consistent between 2011 and 2010. Related to our Parent Company's results, our net income attributable to common stockholders for the year ended December 31, 2011 was $31.7 million, an increase of $42.6 million as compared to net loss of $10.9 million for the year ended December 31, 2010. The higher net income was primarily related to the increase in revenue, offset partially by the increase in operating expenses, from 2010 to 2011 as discussed above, a decrease in impairment provisions of $7.5 million, the $4.2 million net loss on extinguishment of debt incurred in 2010, and an increase in equity in income of investments in real estate partnerships of $22.5 million. Our diluted net income per share was $0.35 for the year ended December 31, 2011 as compared to diluted net loss per share of $0.14 for the year ended December 31, 2010. Related to our Operating Partnership results, our net income attributable to common unit holders for the year ended December 31, 2011 was $31.8 million an increase of $42.6 million as compared to net loss of $10.8 million for the year ended December 31, 2010 for the same reasons stated above. Our diluted net income per unit was $0.35 for the year ended December 31, 2011 as compared to diluted net loss per unit of $0.14 for the year ended December 31, 2010. 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. The following are our definitions of Same Property Net Operating Income ("NOI"), Funds from Operations ("FFO"), and Core FFO, which we believe to be beneficial non-GAAP performance measures used in understanding our operational results: Same Property NOI includes only the net operating income of comparable operating properties that were owned and operated for the entirety of both periods being compared and this excludes all Properties in Development and Non- Same Properties. A Non-Same Property is a property acquired during either period being compared or a development completion that is less than 90% funded or features less than two years of anchor operations. In no event can a development completion be termed a non-same property for more than two years. As such, Same Property NOI assists in eliminating disparities in net income due to the development, acquisition or disposition of properties during the particular period presented, and thus provides a more consistent performance measure for the comparison of our properties. 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 the Company, and excludes corporate-level income (including management, transaction, and other fees), for the entirety of the periods presented. 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 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 FFO excludes depreciation and amortization and gains and losses from depreciable property dispositions, and impairments, it can provide 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, 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 net income as a measure of liquidity. Core FFO is an additional performance measure we use as the computation of FFO includes certain non-cash and non- comparable items that affect our period-over-period performance. Core FFO excludes from FFO, but is not limited to, transaction income or expense, gains or losses from the early extinguishment of debt, development and outparcel gains and losses and other non-core items. We provide a reconciliation of FFO to Core FFO as shown below. 50 The Company's reconciliation of property revenues and property expenses to Same Property NOI for the years ended December 31, 2012 and 2011 is as follows (in thousands): Income (loss) from continuing operations Less: Management, transaction, and other fees Other (2) Plus: Depreciation and amortization General and administrative Other operating expense, excluding provision for doubtful accounts Other expense (income) Equity in income (loss) of investments in real estate excluded from NOI (3) Income tax expense of taxable REIT subsidiary NOI from properties sold NOI 2012 2011 Same Property Other (1) Total Same Property Other (1) Total $ 140,054 (139,549) 505 160,784 (115,440) 45,344 — 5,511 103,775 — 9 26,511 1,685 23,033 61,700 4,230 26,511 7,196 126,808 61,700 4,239 82,499 103,241 185,740 — 5,169 103,294 — 328 41,659 33,980 1,125 25,669 56,117 3,376 94,616 33,980 6,294 128,963 56,117 3,704 136,275 63,053 3,489 66,542 69,079 10,060 79,139 — — $ 383,879 13,224 2,781 43,953 13,224 2,781 — — 427,832 369,975 2,994 10,203 52,490 2,994 10,203 422,465 (1) Includes revenues and expenses attributable to non-same property, development, and corporate activities. (2) Includes straight-line rental income, net of reserves, above and below market rent amortization, banking charges, and other fees. (3) Excludes non-operating related expenses. 51 The Company's reconciliation of net income available to common shareholders to FFO and Core FFO for the years ended December 31, 2012 and 2011 is as follows (in thousands, except share information): Reconciliation of Net income to Funds from Operations Net income (loss) attributable to common stockholders Adjustments to reconcile to Funds from Operations: Depreciation and amortization - consolidated real estate Depreciation and amortization - unconsolidated partnerships Consolidated JV partners' share of depreciation Provision for impairment (1) Amortization of leasing commissions and intangibles Gain on sale of operating properties, net of tax (1) Loss from deferred compensation plan, net Noncontrolling interest of exchangeable partnership units Funds From Operations Reconciliation of FFO to Core FFO Funds from operations Adjustments to reconcile to Core Funds from Operations: Development and outparcel gain, net of dead deal costs and tax (1) Provision for impairment to land and outparcels (1) Provision for hedge ineffectiveness (1) Loss (gain) on early debt extinguishment (1) Original preferred stock issuance costs expensed Gain on redemption of preferred units One-time additional preferred dividend Transaction fees and promotes 2012 2011 $ (6,664) 31,695 108,057 43,162 (755) 75,326 16,055 (13,187) — 106 113,384 43,750 (739) 19,614 16,427 (4,916) 1,000 103 $ $ 222,100 220,318 222,100 220,318 (3,415) 1,000 20 1,238 10,119 (1,875) 1,750 — (1,328) 849 54 (1,745) — — — (5,000) 213,148 Core Funds From Operations $ 230,937 (1) Includes Regency's pro-rata share of unconsolidated co-investment partnerships. 52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. At December 31, 2012 we had reserves of $9.3 million for our pro-rata share of environmental remediation, primarily from property acquisitions. 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. 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 may 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. 53 Item 7A. Quantitative and Qualitative Disclosures about Market Risk Market Risk We are exposed to two significant components of interest rate risk: • We have a $800.0 million Line commitment and a $100.0 million Term Loan commitment, as further described in Note 8 to the Consolidated Financial Statements. Our Line commitment has a variable interest rate that is based upon a annual rate of LIBOR plus 117.5 basis points and our Term Loan has a variable interest rate of LIBOR plus 145 basis points. LIBOR rates charged on our Line commitment and our 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 and to lower our overall borrowing costs. 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 $181.6 million of fixed rate debt maturing in 2013 and 2014 that has a weighted average fixed interest rate of 5.22%, which includes $150.0 million of unsecured long-term debt that matures in April 2014. We also have $350.0 million of unsecured long-term debt that matures in 2015. In order to mitigate the risk of interest rates rising before we obtain new unsecured borrowings in 2014 and 2015, we entered into five forward-starting interest rate swaps during December 2012, for the same ten year periods we expect for our future borrowings. These swaps total $300.0 million of notional value, with weighted average fixed ten year swap rates of 2.09% for those starting in 2014 and 2.48% for those starting in 2015, as discussed in note 9 to the Consolidated Financial Statements. 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 Line and Term Loan, 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 (in thousands, excluding interest expense), weighted average interest rates of remaining debt, and the fair value of total debt (in thousands) as of December 31, 2012, 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 at December 31, 2012 and are subject to change on a monthly basis. The table below incorporates only those exposures that exist as of December 31, 2012 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. 2013 2014 2015 2016 2017 Thereafter Total Fair Value Fixed rate debt $ 23,987 172,545 418,181 19,648 488,960 632,762 1,756,083 1,997,561 Average interest rate for all fixed rate debt (1) Variable rate LIBOR debt Average interest rate for all variable rate debt (1) 5.67% 5.74% 5.89% 5.89% 5.89% 5.89% — — $ 204 11,837 — 170,000 1.71% 1.61% 1.61% — — — — — 182,041 182,390 — — (1) Average interest rates at the end of each year presented. 54 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 Regency Centers Corporation: Consolidated Balance Sheets as of December 31, 2012 and 2011 Consolidated Statements of Operations for the years ended December 31, 2012, 2011, and 2010 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2012, 2011, and 2010 Consolidated Statements of Equity for the years ended December 31, 2012, 2011, and 2010 Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011, and 2010 Regency Centers, L.P.: Consolidated Balance Sheets as of December 31, 2012 and 2011 Consolidated Statements of Operations for the years ended December 31, 2012, 2011, and 2010 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2012, 2011, and 2010 Consolidated Statements of Capital for the years ended December 31, 2012, 2011, and 2010 Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011, and 2010 Notes to Consolidated Financial Statements Financial Statement Schedule 57 61 62 63 64 66 69 70 71 72 74 76 Schedule III - Consolidated Real Estate and Accumulated Depreciation - December 31, 2012 113 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. 55(This page intentionally left blank) 56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, 2012 and 2011, and the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2012. 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, 2012 and 2011, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2012, 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, 2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 1, 2013 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting. /s/ KPMG LLP March 1, 2013 Jacksonville, Florida Certified Public Accountants 57Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Regency Centers Corporation: We have audited Regency Centers Corporation's (the Company's) internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control - Integrated Framework 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, 2012, based on criteria established in Internal Control - Integrated Framework 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, 2012 and 2011, and the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2012, and our report dated March 1, 2013 expressed an unqualified opinion on those consolidated financial statements. /s/ KPMG LLP March 1, 2013 Jacksonville, Florida Certified Public Accountants 58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, 2012 and 2011, and the related consolidated statements of operations, comprehensive income (loss), capital, and cash flows for each of the years in the three-year period ended December 31, 2012. 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. 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, L.P. and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2012, 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, 2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 1, 2013 expressed an unqualified opinion on the effectiveness of the Partnership's internal control over financial reporting. /s/ KPMG LLP March 1, 2013 Jacksonville, Florida Certified Public Accountants 59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 (the Partnership's) internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control - Integrated Framework 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. 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, L.P. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control - Integrated Framework 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, 2012 and 2011, and the related consolidated statements of operations, comprehensive income (loss), capital, and cash flows for each of the years in the three- year period ended December 31, 2012, and our report dated March 1, 2013 expressed an unqualified opinion on those consolidated financial statements. /s/ KPMG LLP March 1, 2013 Jacksonville, Florida Certified Public Accountants 60REGENCY CENTERS CORPORATION Consolidated Balance Sheets December 31, 2012 and 2011 (in thousands, except share data) Assets Real estate investments at cost (notes 2 and 3): Land Buildings and improvements Properties in development Less: accumulated depreciation Investments in real estate partnerships (note 4) Net real estate investments Cash and cash equivalents Restricted cash Accounts receivable, net of allowance for doubtful accounts of $3,915 and $3,442 at December 31, 2012 and 2011, respectively Straight-line rent receivable, net of reserve of $870 and $2,075 at December 31, 2012 and 2011, respectively Notes receivable (note 5) Deferred costs, less accumulated amortization of $69,224 and $71,265 at December 31, 2012 and 2011, respectively Acquired lease intangible assets, less accumulated amortization of $19,148 and $15,588 at December 31, 2012 and 2011, respectively (note 6) Trading securities held in trust, at fair value (note 13) Other assets (note 9) Total assets Liabilities and Equity Liabilities: Notes payable (note 8) Unsecured credit facilities (note 8) Accounts payable and other liabilities (note 9 and 13) Acquired lease intangible liabilities, less accumulated accretion of $6,636 and $4,750 at December 31, 2012 and 2011, respectively (note 6) Tenants’ security and escrow deposits and prepaid rent Total liabilities Commitments and contingencies (notes 15 and 16) Equity: Stockholders’ equity (notes 11 and 12): Preferred stock, $0.01 par value per share, 30,000,000 shares authorized; 13,000,000 and 11,000,000 Series 3-7 shares issued and outstanding at December 31, 2012 and 2011, respectively, with liquidation preferences of $25 per share Common stock $0.01 par value per share,150,000,000 shares authorized; 90,394,486 and 89,921,858 shares issued at December 31, 2012 and 2011, respectively Treasury stock at cost, 335,347 and 338,714 shares held at December 31, 2012 and 2011, respectively Additional paid in capital Accumulated other comprehensive loss Distributions in excess of net income Total stockholders’ equity Noncontrolling interests (note 11): Series D preferred units, aggregate redemption value of $50,000 at December 31, 2011 Exchangeable operating partnership units, aggregate redemption value of $8,348 and $6,665 at December 31, 2012 and 2011, respectively Limited partners’ interests in consolidated partnerships Total noncontrolling interests Total equity Total liabilities and equity See accompanying notes to consolidated financial statements. $ $ $ 2012 2011 1,215,659 2,502,186 192,067 3,909,912 782,749 3,127,163 442,927 3,570,090 22,349 6,472 26,601 49,990 23,751 1,273,606 2,604,229 224,077 4,101,912 791,619 3,310,293 386,882 3,697,175 11,402 6,050 37,733 48,132 35,784 69,506 70,204 42,459 23,429 18,811 3,853,458 27,054 21,713 31,824 3,987,071 1,771,891 170,000 127,185 20,325 18,146 2,107,547 1,942,440 40,000 101,899 12,662 20,416 2,117,417 325,000 275,000 904 (14,924) 2,312,310 (57,715) (834,810) 1,730,765 899 (15,197) 2,281,817 (71,429) (662,735) 1,808,355 — 49,158 (1,153) 16,299 15,146 1,745,911 3,853,458 (963) 13,104 61,299 1,869,654 3,987,071 $ 61 REGENCY CENTERS CORPORATION Consolidated Statements of Operations For the years ended December 31, 2012, 2011, and 2010 (in thousands, except per share data) Revenues: Minimum rent Percentage rent Recoveries from tenants and other income Management, transaction, and other fees Total revenues Operating expenses: Depreciation and amortization Operating and maintenance General and administrative Real estate taxes Other expenses Total operating expenses Other expense (income): Interest expense, net of interest income of $1,675, $2,442, and $2,408 in 2012, 2011, and 2010, respectively (note 9) Provision for impairment Early extinguishment of debt Net investment (income) loss from deferred compensation plan, including unrealized (gains) losses of $(888), $567, and $(1,342) in 2012, 2011, and 2010, respectively (note 13) Total other expense (income) (Loss) income before equity in income (loss) of investments in real estate partnerships Equity in income (loss) of investments in real estate partnerships (note 4) Income from continuing operations before tax Income tax expense (benefit) of taxable REIT subsidiary Income from continuing operations Discontinued operations, net (note 3): Operating income Gain on sale of operating properties, net Income from discontinued operations Income before gain on sale of real estate Gain on sale of real estate Net income Noncontrolling interests: Preferred units Exchangeable operating partnership units Limited partners’ interests in consolidated partnerships Income attributable to noncontrolling interests Net income attributable to the Company Preferred stock dividends Net (loss) income attributable to common stockholders (Loss) income per common share - basic (note 14): Continuing operations Discontinued operations Net (loss) income attributable to common stockholders (Loss) income per common share - diluted (note 14): Continuing operations Discontinued operations Net (loss) income attributable to common stockholders See accompanying notes to consolidated financial statements. 2012 2011 2010 359,350 3,327 107,732 26,511 496,920 126,808 69,900 61,700 55,604 7,246 321,258 112,129 74,816 852 350,223 2,996 105,899 33,980 493,098 128,963 71,707 56,117 54,622 6,719 318,128 123,645 12,424 — 332,159 2,540 104,092 29,400 468,191 118,398 67,514 61,505 52,386 6,297 306,100 125,287 19,886 4,243 (2,057) 206 (1,982) 185,740 136,275 147,434 (10,078) 23,807 13,729 13,224 505 1,691 21,855 23,546 24,051 2,158 26,209 629 (106) (865) (342) 25,867 (32,531) (6,664) (0.34) 0.26 (0.08) (0.34) 0.26 (0.08) 38,695 9,643 48,338 2,994 45,344 2,098 5,942 8,040 53,384 2,404 55,788 (3,725) (103) (590) (4,418) 51,370 (19,675) 31,695 0.26 0.09 0.35 0.26 0.09 0.35 14,657 (12,884) 1,773 (1,333) 3,106 1,325 7,577 8,902 12,008 993 13,001 (3,725) (84) (376) (4,185) 8,816 (19,675) (10,859) (0.25) 0.11 (0.14) (0.25) 0.11 (0.14) $ $ $ $ $ $ 62 REGENCY CENTERS CORPORATION Consolidated Statements of Comprehensive Income (Loss) For the years ended December 31, 2012, 2011, and 2010 (in thousands) Net income Other comprehensive income (loss): Loss on settlement of derivative instruments: Unrealized loss on derivative instruments Amortization of loss on settlement of derivative instruments recognized in net income Effective portion of change in fair value of derivative instruments: Effective portion of change in fair value of derivative instruments Less: reclassification adjustment for change in fair value of derivative instruments included in net income Other comprehensive income (loss) Comprehensive income (loss) Less: comprehensive income (loss) attributable to noncontrolling interests: Net income attributable to noncontrolling interests Other comprehensive (loss) income attributable to noncontrolling interests Comprehensive income attributable to noncontrolling interests 2012 2011 2010 $ 26,209 55,788 13,001 — 9,466 4,220 25 13,711 39,920 342 (3) 339 — (61,625) 9,467 5,575 11 7 9,485 65,273 4,418 29 4,447 60,826 28,363 (3,294) (30,981) (17,980) 4,185 (69) 4,116 (22,096) Comprehensive income (loss) attributable to the Company $ 39,581 See accompanying notes to consolidated financial statements. 63N O I T A R O P R O C S R E T N E C Y C N E G E R y t i u q E f o s t n e m e t a t S d e t a d i l o s n o C 0 1 0 2 d n a , 1 1 0 2 , 2 1 0 2 , 1 3 r e b m e c e D d e d n e s r a e y e h t r o F ) a t a d e r a h s r e p t p e c x e , s d n a s u o h t n i ( l a t o T y t i u q E l a t o T g n i l l o r t n o c n o N s t s e r e t n I s t s e r e t n I g n i l l o r t n o c n o N d e t i m L i ’ s r e n t r a P n i t s e r e t n I d e t a d i l o s n o C s p i h s r e n t r a P e l b a e g n a h c x E g n i t a r e p O p i h s r e n t r a P s t i n U s t i n U y t i u q E d e r r e f e r P ’ s r e d l o h k c o t S l a t o T s n o i t u b i r t s i D f o s s e c x E n i e m o c n I t e N d e t a l u m u c c A r e h t O e v i s n e h e r p m o C s s o L l a n o i t i d d A n I d i a P l a t i p a C y r u s a e r T k c o t S n o m m o C k c o t S d e r r e f e r P k c o t S 7 0 6 , 0 3 9 , 1 7 2 2 , 8 6 8 4 7 , 1 1 1 2 3 , 7 8 5 1 , 9 4 0 8 3 , 2 6 8 , 1 ) 6 3 8 , 1 7 3 ( ) 3 7 9 , 9 4 ( 3 8 8 , 4 2 0 , 2 ) 9 0 5 , 6 1 ( 5 1 8 0 0 0 , 5 7 2 $ 9 0 0 2 , 1 3 r e b m e c e D t a e c n a l a B ) 1 8 9 , 0 3 ( ) 9 6 ( 1 0 0 , 3 1 5 8 1 , 4 ) 3 7 2 ( 6 3 2 , 7 ) 4 7 3 , 1 ( 8 4 8 , 1 — 1 6 1 — — — — 1 6 1 ) 0 3 6 , 7 ( 6 7 3 — — — — — — 1 6 1 ) 6 5 4 , 1 ( ) 6 5 4 , 1 ( ) 6 5 4 , 1 ( ) 0 0 4 , 3 2 ( ) 5 2 7 , 3 ( ) 7 6 9 , 0 5 1 ( ) 8 6 4 ( 2 0 4 , 4 4 7 , 1 5 2 2 , 9 5 8 8 7 , 5 5 5 8 4 , 9 3 4 8 , 7 1 9 5 6 , 0 1 ) 9 8 6 , 1 ( 1 8 0 , 1 9 6 3 , 5 1 2 9 2 — — — — — 8 1 4 , 4 — — 0 9 5 9 2 8 , 0 1 9 — — — — — 4 8 ) 9 6 ( — — — — — — — ) 8 6 4 ( ) 2 6 7 ( 3 0 1 ) 0 3 6 , 7 ( 0 2 — — — — — 5 2 7 , 3 6 1 8 , 8 6 1 8 , 8 — — — — — — — — — ) 2 1 9 , 0 3 ( ) 3 7 2 ( 6 3 2 , 7 ) 4 7 3 , 1 ( 8 4 8 , 1 0 3 6 , 7 — — — — — — — — — — ) 5 2 7 , 3 ( ) 5 7 6 , 9 1 ( ) 5 7 6 , 9 1 ( — ) 9 9 4 , 0 5 1 ( ) 9 9 4 , 0 5 1 ( — — — — — — — — — ) 2 1 9 , 0 3 ( — — ) 7 0 6 ( 6 3 2 , 7 ) 4 7 3 , 1 ( 7 4 8 , 1 7 2 6 , 7 — — — — — — 4 3 3 — — — — — — — — — — — — — — 5 2 7 , 3 0 7 3 , 1 5 6 5 4 , 9 3 4 8 , 7 1 9 5 6 , 0 1 ) 9 8 6 , 1 ( 1 8 0 , 1 9 6 3 , 5 1 2 — — — — — — 0 7 3 , 1 5 — — — — — — 6 5 4 , 9 — — 5 6 8 , 6 1 9 5 6 , 0 1 ) 9 8 6 , 1 ( 1 8 0 , 1 9 8 2 , 5 1 2 — — 8 7 9 — — — — 8 5 1 , 9 4 7 7 1 , 5 8 6 , 1 ) 4 9 1 , 3 3 5 ( ) 5 8 8 , 0 8 ( 2 1 6 , 9 3 0 , 2 ) 5 7 1 , 6 1 ( — — — — — 1 3 — — — — 9 1 8 — — — — — — 0 8 — — — — — — — — — — — e t o n ( t e n , n a l p n o i t a s n e p m o c d e r r e f e D ) 3 1 d e u s s i k c o t s d e t c i r t s e r f o n o i t a z i t r o m A , n o i t a s n e p m o c d e s a b k c o t s r o f s e x a t r o f d e m e e d e r k c o t s n o m m o C d l e h h t i w t e n p i h s r e n t r a p r o f d e u s s i k c o t s n o m m o C d e g n a h c x e s t i n u d n e d i v i d r o f d e u s s i k c o t s n o m m o C n a l p t n e m t s e v n i e r s s o l e v i s n e h e r p m o c r e h t O e m o c n i t e N r e p 5 8 . 1 $ ( t i n u / k c o t s n o m m o C ) e r a h s s r e n t r a p m o r f s n o i t u b i r t n o C s r e n t r a p o t s n o i t u b i r t s i D : d e r a l c e d s d n e d i v i d h s a C t i n u / k c o t s d e r r e f e r P 0 0 0 , 5 7 2 $ 0 1 0 2 , 1 3 r e b m e c e D t a e c n a l a B — — — — — — — d e u s s i k c o t s d e t c i r t s e r f o n o i t a z i t r o m A , n o i t a s n e p m o c d e s a b k c o t s r o f s e x a t r o f d e m e e d e r k c o t s n o m m o C d l e h h t i w t e n d n e d i v i d r o f d e u s s i k c o t s n o m m o C n a l p t n e m t s e v n i e r k c o t s r o f d e u s s i k c o t s s t s o c e c n a u s s i f o t e n n o m m o C , s g n i r e f f o t e n , n a l p n o i t a s n e p m o c d e r r e f e D e m o c n i e v i s n e h e r p m o c r e h t O e m o c n i t e N 64 l a t o T g n i l l o r t n o c n o N s t s e r e t n I s t s e r e t n I g n i l l o r t n o c n o N d e t i m L i ’ s r e n t r a P n i t s e r e t n I d e t a d i l o s n o C s p i h s r e n t r a P e l b a e g n a h c x E g n i t a r e p O p i h s r e n t r a P s t i n U s t i n U y t i u q E d e r r e f e r P ’ s r e d l o h k c o t S l a t o T s n o i t u b i r t s i D f o s s e c x E n i e m o c n I t e N d e t a l u m u c c A r e h t O e v i s n e h e r p m o C s s o L l a n o i t i d d A n I d i a P l a t i p a C y r u s a e r T k c o t S n o m m o C k c o t S d e r r e f e r P k c o t S N O I T A R O P R O C S R E T N E C Y C N E G E R y t i u q E f o s t n e m e t a t S d e t a d i l o s n o C 0 1 0 2 d n a , 1 1 0 2 , 2 1 0 2 , 1 3 r e b m e c e D d e d n e s r a e y e h t r o F ) a t a d e r a h s r e p t p e c x e , s d n a s u o h t n i ( 7 8 7 , 2 ) 1 1 1 , 1 ( l a t o T y t i u q E 7 8 7 , 2 ) 1 1 1 , 1 ( 7 8 7 , 2 ) 1 1 1 , 1 ( ) 0 0 4 , 3 2 ( ) 5 2 7 , 3 ( ) 0 6 5 , 1 6 1 ( ) 4 2 3 ( — — 4 5 6 , 9 6 8 , 1 9 9 2 , 1 6 4 0 1 , 3 1 9 0 2 , 6 2 1 1 7 , 3 1 2 1 6 2 5 , 1 1 ) 4 7 4 , 1 ( 8 8 9 2 4 5 , 1 2 ) 3 ( — — 2 4 3 — — — 0 0 9 , 3 1 3 ) 0 0 0 , 5 7 2 ( — — ) 5 2 1 , 8 4 ( ) 5 2 1 , 8 4 ( 5 6 8 ) 1 3 ( — — — — — — — — 2 6 3 , 3 ) 1 0 0 , 1 ( 2 6 3 , 3 ) 1 0 0 , 1 ( 2 6 3 , 3 ) 1 0 0 , 1 ( ) 8 5 6 , 3 2 ( ) 4 0 4 ( ) 5 3 7 , 5 6 1 ( ) 4 2 3 ( — — 1 1 9 , 5 4 7 , 1 6 4 1 , 5 1 9 9 2 , 6 1 — — — ) 4 2 3 ( ) 3 6 9 ( 6 0 1 8 2 — — — — — — — — — — — ) 4 2 3 ( ) 3 5 1 , 1 ( — — ) 1 1 4 , 5 6 1 ( ) 1 1 4 , 5 6 1 ( 5 6 7 , 0 3 7 , 1 ) 0 1 8 , 4 3 8 ( ) 5 1 7 , 7 5 ( 0 1 3 , 2 1 3 , 2 ) 4 2 9 , 4 1 ( — — — — — — ) 5 2 7 , 3 ( ) 5 7 6 , 9 1 ( ) 5 7 6 , 9 1 ( — ) 6 3 2 , 1 6 1 ( ) 6 3 2 , 1 6 1 ( — — — — — — — — — — — — 8 5 1 , 9 4 5 5 3 , 8 0 8 , 1 ) 5 3 7 , 2 6 6 ( ) 9 2 4 , 1 7 ( 7 1 8 , 1 8 2 , 2 ) 7 9 1 , 5 1 ( 7 6 8 , 5 2 — ) 9 2 6 ( — — — — — — 7 6 8 , 5 2 4 1 7 , 3 1 2 1 6 2 5 , 1 1 ) 4 7 4 , 1 ( 8 8 9 2 4 5 , 1 2 ) 5 2 1 , 8 4 ( — — — — — — — — — — — — — 0 0 9 , 3 1 3 — — — — ) 0 0 0 , 5 7 2 ( ) 7 7 2 , 9 ( ) 4 0 4 ( ) 4 5 2 , 3 2 ( ) 4 5 2 , 3 2 ( — — — — — — — — — — — — 4 1 7 , 3 1 — — ) 1 6 2 ( 6 2 5 , 1 1 ) 4 7 4 , 1 ( — 8 8 9 7 3 5 , 1 2 ) 0 0 1 , 1 1 ( 7 7 2 , 9 — — — — — — 3 7 2 — — — — — — — — — — — — — — — 9 9 8 — — — — — — 5 — — — — — — — 4 0 9 — — — — r e p 5 8 . 1 $ ( t i n u / k c o t s n o m m o C ) e r a h s s r e n t r a p m o r f s n o i t u b i r t n o C s r e n t r a p o t s n o i t u b i r t s i D : d e r a l c e d s d n e d i v i d h s a C t i n u / k c o t s d e r r e f e r P 0 0 0 , 5 7 2 $ 1 1 0 2 , 1 3 r e b m e c e D t a e c n a l a B — — — — — — — — — — — — 0 0 0 , 5 2 3 ) 0 0 0 , 5 7 2 ( d e u s s i k c o t s d e t c i r t s e r f o n o i t a z i t r o m A , n o i t a s n e p m o c d e s a b k c o t s r o f s e x a t r o f d e m e e d e r k c o t s n o m m o C d l e h h t i w ) s s o l ( e m o c n i e v i s n e h e r p m o c r e h t O t e n , n a l p n o i t a s n e p m o c d e r r e f e D t e n e m o c n i t e N d n e d i v i d r o f d e u s s i k c o t s n o m m o C n a l p t n e m t s e v n i e r k c o t s r o f d e u s s i k c o t s s t s o c e c n a u s s i f o t e n n o m m o C , s g n i r e f f o s t i n u d e r r e f e r p f o n o i t p m e d e R f o t e n , k c o t s d e r r e f e r p f o e c n a u s s I s t s o c e c n a u s s i k c o t s d e r r e f e r p f o n o i t p m e d e R s r e n t r a p m o r f s n o i t u b i r t n o C s r e n t r a p o t s n o i t u b i r t s i D : d e r a l c e d s d n e d i v i d h s a C t i n u / k c o t s d e r r e f e r P r e p 5 8 . 1 $ ( t i n u / k c o t s n o m m o C ) e r a h s 0 0 0 , 5 2 3 $ 2 1 0 2 , 1 3 r e b m e c e D t a e c n a l a B . s t n e m e t a t s l a i c n a n i f d e t a d i l o s n o c o t s e t o n g n i y n a p m o c c a e e S 65 REGENCY CENTERS CORPORATION Consolidated Statements of Cash Flows For the years ended December 31, 2012, 2011, and 2010 (in thousands) Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: 2012 2011 2010 $ 26,209 55,788 13,001 Depreciation and amortization Amortization of deferred loan cost and debt premium Amortization and (accretion) of above and below market lease intangibles, net Stock-based compensation, net of capitalization Equity in (income) loss of investments in real estate partnerships Net gain on sale of properties Provision for impairment Early extinguishment of debt Deferred income tax expense (benefit) of taxable REIT subsidiary Distribution of earnings from operations of investments in real estate partnerships Settlement of derivative instruments (Gain) loss on derivative instruments Deferred compensation expense (income) Realized and unrealized (gain) loss on trading securities held in trust Changes in assets and liabilities: Restricted cash Accounts receivable Straight-line rent receivables, net Deferred leasing costs Other assets Accounts payable and other liabilities Tenants’ security and escrow deposits and prepaid rent Net cash provided by operating activities Cash flows from investing activities: Acquisition of operating real estate Real estate development and capital improvements Proceeds from sale of real estate investments (Issuance) collection of notes receivable Investments in real estate partnerships Distributions received from investments in real estate partnerships Dividends on trading securities held in trust Acquisition of trading securities held in trust Proceeds from sale of trading securities held in trust Cash flows from financing activities: Net cash provided by (used in) investing activities Net proceeds from common stock issuance Net proceeds from issuance of preferred stock Proceeds from sale of treasury stock Acquisition of treasury stock Redemption of preferred stock and partnership units Distributions to limited partners in consolidated partnerships, net Distributions to exchangeable operating partnership unit holders Distributions to preferred unit holders Dividends paid to common stockholders Dividends paid to preferred stockholders Repayment of fixed rate unsecured notes Proceeds from issuance of fixed rate unsecured notes, net Proceeds from unsecured credit facilities Repayment of unsecured credit facilities Proceeds from notes payable Repayment of notes payable Scheduled principal payments Payment of loan costs Payment of premium on tender offer Net cash used in financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year $ 127,839 12,759 (1,043) 9,806 (23,807) (24,013) 74,816 852 13,727 44,809 — (22) 2,069 (2,095) (423) 6,157 (6,059) (12,642) (1,079) 10,994 (1,639) 257,215 (156,026) (164,588) 352,707 (552) (66,663) 38,353 245 (17,930) 18,077 3,623 21,542 313,900 338 (4) (323,125) 1,375 (324) (404) (164,423) (23,254) (192,377) — 750,000 (620,000) — (1,332) (7,259) (4,544) — (249,891) 10,947 11,402 22,349 133,756 12,327 (931) 9,824 (9,643) (8,346) 15,883 — 2,422 43,361 — 54 (2,136) 184 (651) (3,108) (4,642) (15,013) (3,393) (17,892) 9,789 217,633 (70,629) (82,069) 86,233 (78) (198,688) 188,514 225 (19,377) 18,146 (77,723) 215,369 — 2,128 (14) — (735) (324) (3,725) (160,154) (19,675) (181,691) — 455,000 (425,000) 1,940 (16,919) (5,699) (6,070) — (145,569) (5,659) 17,061 11,402 123,933 8,533 (1,161) 6,615 12,884 (8,648) 26,615 4,243 (860) 41,054 (63,435) (1,419) 5,068 (2,009) (1,778) 2,657 (6,202) (15,563) (3,821) (1,281) 33 138,459 (24,569) (65,889) 47,333 883 (231,847) 90,092 297 (10,312) 9,555 (184,457) — — 1,431 — — (1,427) (468) (3,725) (148,649) (19,675) (209,879) 398,599 250,000 (240,000) 6,068 (51,687) (5,024) (4,361) (4,000) (32,797) (78,795) 95,856 17,061 66 REGENCY CENTERS CORPORATION Consolidated Statements of Cash Flows For the years ended December 31, 2012, 2011, and 2010 (in thousands) Supplemental disclosure of cash flow information: Cash paid for interest (net of capitalized interest of $3,686, $1,480, and $5,099 in 2012, 2011, and 2010, respectively) Supplemental disclosure of non-cash transactions: Common stock issued for partnership units exchanged Real estate received through distribution in kind Mortgage loans assumed through distribution in kind Mortgage loans assumed for the acquisition of real estate Real estate contributed for investments in real estate partnerships Real estate received through foreclosure on notes receivable Change in fair value of derivative instruments Common stock issued for dividend reinvestment plan Stock-based compensation capitalized Contributions from limited partners in consolidated partnerships, net Common stock issued for dividend reinvestment in trust Contribution of stock awards into trust Distribution of stock held in trust See accompanying notes to consolidated financial statements. 2012 2011 2010 115,879 128,649 127,591 — — — 30,467 47,500 12,585 (4,285) 988 1,979 986 440 819 1,191 — 47,512 28,760 31,292 — — 18 1,081 1,104 2,411 631 1,132 — 7,630 — — 58,981 — 990 28,363 1,847 852 132 640 1,142 51 $ $ $ $ $ $ $ $ $ $ $ $ $ $ 67(This page intentionally left blank) 68REGENCY CENTERS, L.P. Consolidated Balance Sheets December 31, 2012 and 2011 (in thousands, except unit data) Assets Real estate investments at cost (notes 2 and 3): Land Buildings and improvements Properties in development Less: accumulated depreciation Investments in real estate partnerships (note 4) Net real estate investments Cash and cash equivalents Restricted cash Accounts receivable, net of allowance for doubtful accounts of $3,915 and $3,442 at December 31, 2012 and 2011, respectively Straight-line rent receivable, net of reserve of $870 and $2,075 at December 31, 2012 and 2011, respectively Notes receivable (note 5) Deferred costs, less accumulated amortization of $69,224 and $71,265 at December 31, 2012 and 2011, respectively Acquired lease intangible assets, less accumulated amortization of $19,148 and $15,588 at December 31, 2012 and 2011, respectively (note 6) Trading securities held in trust, at fair value (note 13) Other assets (note 9) Total assets Liabilities and Capital Liabilities: Notes payable (note 8) Unsecured credit facilities (note 8) Accounts payable and other liabilities (note 9 and 13) Acquired lease intangible liabilities, less accumulated accretion of $6,636 and $4,750 at December 31, 2012 and 2011, respectively (note 6) Tenants’ security and escrow deposits and prepaid rent Total liabilities Commitments and contingencies (notes 15 and 16) Capital: Partners’ capital (notes 11 and 12): Series D preferred units, par value $100: 500,000 units issued and outstanding at December 31, 2011 Preferred units of general partner, $0.01 par value per unit, 13,000,000 and 11,000,000 units issued and outstanding at December 31, 2012 and 2011, respectively, liquidation preference of $25 per unit General partner; 90,394,486 and 89,921,858 units outstanding at December 31, 2012 and 2011, respectively Limited partners; 177,164 units outstanding at December 31, 2012 and 2011 Accumulated other comprehensive loss Total partners’ capital Noncontrolling interests (note 11): Limited partners’ interests in consolidated partnerships Total noncontrolling interests Total capital Total liabilities and capital See accompanying notes to consolidated financial statements. $ $ $ 2012 2011 1,215,659 2,502,186 192,067 3,909,912 782,749 3,127,163 442,927 3,570,090 22,349 6,472 26,601 49,990 23,751 1,273,606 2,604,229 224,077 4,101,912 791,619 3,310,293 386,882 3,697,175 11,402 6,050 37,733 48,132 35,784 69,506 70,204 42,459 23,429 18,811 3,853,458 27,054 21,713 31,824 3,987,071 1,771,891 170,000 127,185 20,325 18,146 2,107,547 1,942,440 40,000 101,899 12,662 20,416 2,117,417 — 49,158 325,000 275,000 1,463,480 (1,153) (57,715) 1,729,612 1,604,784 (963) (71,429) 1,856,550 16,299 16,299 1,745,911 3,853,458 $ 13,104 13,104 1,869,654 3,987,071 69 REGENCY CENTERS, L.P. Consolidated Statements of Operations For the years ended December 31, 2012, 2011, and 2010 (in thousands, except per unit data) Revenues: Minimum rent Percentage rent Recoveries from tenants and other income Management, transaction, and other fees Total revenues Operating expenses: Depreciation and amortization Operating and maintenance General and administrative Real estate taxes Other expenses Total operating expenses Other expense (income): Interest expense, net of interest income of $1,675, $2,442, and $2,408 in 2012, 2011, and 2010, respectively (note 9) Provision for impairment Early extinguishment of debt Net investment (income) loss from deferred compensation plan, including unrealized (gains) losses of $(888), $567, and $(1,342) in 2012, 2011, and 2010, respectively (note 13) Total other expense (income) (Loss) income before equity in income (loss) of investments in real estate partnerships Equity in income (loss) of investments in real estate partnerships (note 4) Income from continuing operations before tax Income tax expense (benefit) of taxable REIT subsidiary Income from continuing operations Discontinued operations, net (note 3): Operating income Gain on sale of operating properties, net Income from discontinued operations Income before gain on sale of real estate Gain on sale of real estate Net income Noncontrolling interests: Limited partners’ interests in consolidated partnerships Income attributable to noncontrolling interests Net income attributable to the Partnership Preferred unit distributions Net (loss) income attributable to common unit holders (Loss) income per common unit - basic (note 14): Continuing operations Discontinued operations Net (loss) income attributable to common unit holders (Loss) income per common unit - diluted (note 14): Continuing operations Discontinued operations Net (loss) income attributable to common unit holders See accompanying notes to consolidated financial statements. 2012 2011 2010 359,350 3,327 107,732 26,511 496,920 126,808 69,900 61,700 55,604 7,246 321,258 350,223 2,996 105,899 33,980 493,098 128,963 71,707 56,117 54,622 6,719 318,128 332,159 2,540 104,092 29,400 468,191 118,398 67,514 61,505 52,386 6,297 306,100 112,129 123,645 125,287 74,816 852 12,424 — 19,886 4,243 (2,057) 185,740 (10,078) 23,807 13,729 13,224 505 1,691 21,855 23,546 24,051 2,158 26,209 (865) (865) 25,344 (31,902) (6,558) (0.34) 0.26 (0.08) (0.34) 0.26 (0.08) 206 136,275 38,695 9,643 48,338 2,994 45,344 2,098 5,942 8,040 53,384 2,404 55,788 (590) (590) 55,198 (23,400) 31,798 0.26 0.09 0.35 0.26 0.09 0.35 (1,982) 147,434 14,657 (12,884) 1,773 (1,333) 3,106 1,325 7,577 8,902 12,008 993 13,001 (376) (376) 12,625 (23,400) (10,775) (0.25) 0.11 (0.14) (0.25) 0.11 (0.14) $ $ $ $ $ $ 70 REGENCY CENTERS, L.P. Consolidated Statements of Comprehensive Income (Loss) For the years ended December 31, 2012, 2011, and 2010 (in thousands) Net income Other comprehensive income (loss): Loss on settlement of derivative instruments: Unrealized loss on derivative instruments Amortization of loss on settlement of derivative instruments recognized in net income Effective portion of change in fair value of derivative instruments: Effective portion of change in fair value of derivative instruments Less: reclassification adjustment for change in fair value of derivative instruments included in net income Other comprehensive income (loss) Comprehensive income (loss) Less: comprehensive income (loss) attributable to noncontrolling interests: Net income attributable to noncontrolling interests Other comprehensive (loss) income attributable to noncontrolling interests Comprehensive income attributable to noncontrolling interests 2012 2011 2010 $ 26,209 55,788 13,001 — 9,466 4,220 25 13,711 39,920 865 (31) 834 — (61,625) 9,467 5,575 11 7 9,485 65,273 590 9 599 28,363 (3,294) (30,981) (17,980) 376 — 376 Comprehensive income (loss) attributable to the Partnership $ 39,086 64,674 (18,356) See accompanying notes to consolidated financial statements. 71. . P L , S R E T N E C Y C N E G E R l a t i p a C f o s t n e m e t a t S d e t a d i l o s n o C 0 1 0 2 d n a , 1 1 0 2 , 2 1 0 2 , 1 3 r e b m e c e D d e d n e s r a e y e h t r o F ) s d n a s u o h t n i ( ) 3 7 2 ( 1 6 1 1 0 0 , 3 1 ) 1 8 9 , 0 3 ( ) 3 2 4 , 2 5 1 ( ) 0 0 4 , 3 2 ( 6 3 2 , 7 4 7 4 — 6 7 3 — — 1 6 1 ) 6 5 4 , 1 ( — — — — ) 3 7 2 ( — 5 2 6 , 2 1 ) 1 8 9 , 0 3 ( ) 7 6 9 , 0 5 1 ( ) 0 0 4 , 3 2 ( 6 3 2 , 7 4 7 4 — — — — — — — — — ) 2 1 9 , 0 3 ( 8 8 7 , 5 5 5 8 4 , 9 3 4 8 , 7 1 7 8 7 , 2 ) 1 7 6 , 2 6 1 ( ) 0 0 4 , 3 2 ( 9 5 6 , 0 1 1 6 7 , 4 1 2 9 — 0 9 5 7 8 7 , 2 ) 1 1 1 , 1 ( — — — — 8 9 1 , 5 5 6 7 4 , 9 3 4 8 , 7 1 ) 0 6 5 , 1 6 1 ( ) 0 0 4 , 3 2 ( 9 5 6 , 0 1 1 6 7 , 4 1 2 — — — — — — — 6 5 4 , 9 2 0 4 , 4 4 7 , 1 9 2 8 , 0 1 3 7 5 , 3 3 7 , 1 ) 5 8 8 , 0 8 ( 4 8 ) 9 6 ( — — ) 8 6 4 ( — — — ) 2 6 7 ( 3 0 1 ) 0 3 6 , 7 ( 0 2 — — ) 4 2 3 ( — — — — ) 3 7 2 ( — 6 1 8 , 8 ) 9 9 4 , 0 5 1 ( ) 5 7 6 , 9 1 ( 6 3 2 , 7 4 7 4 0 3 6 , 7 2 6 0 , 6 6 7 , 1 — 0 7 3 , 1 5 — 3 4 8 , 7 1 ) 6 3 2 , 1 6 1 ( ) 5 7 6 , 9 1 ( 9 5 6 , 0 1 1 6 7 , 4 1 2 7 0 6 , 0 3 9 , 1 8 4 7 , 1 1 9 5 8 , 8 1 9 , 1 ) 3 7 9 , 9 4 ( 1 2 3 , 7 3 5 3 , 2 1 9 , 1 l a t o T l a t i p a C g n i l l o r t n o c n o N n i s t s e r e t n I ’ s r e n t r a P d e t i m L i n i t s e r e t n I d e t a d i l o s n o C s p i h s r e n t r a P l a t o T ’ s r e n t r a P l a t i p a C d e t a l u m u c c A r e h t O e v i s n e h e r p m o C ) s s o L ( e m o c n I d e t i m L i s r e n t r a P r e n t r a P l a r e n e G d n a d e r r e f e r P s t i n U n o m m o C 8 5 1 , 9 4 5 2 7 , 3 d e r r e f e r P s t i n U $ — — — — ) 5 2 7 , 3 ( — — — — — — — — — ) 5 2 7 , 3 ( 8 5 1 , 9 4 5 2 7 , 3 $ y b d e u s s i k c o t s n o m m o c f o t l u s e r a s a d e u s s i s t i n u n o m m o C s e s a h c r u p e r f o t e n , y n a p m o C t n e r a P t n e r a P f o k c o t s n o m m o c r o f d e g n a h c x e s t i n u n o m m o C y n a p m o C f o n o i t a z i t r o m a f o t l u s e r a s a d e u s s i y n a p m o C t n e r a P y b d e u s s i s t i n u d e t c i r t s e R k c o t s d e t c i r t s e r ) 3 1 e t o n ( t e n , n a l p n o i t a s n e p m o c d e r r e f e D 9 0 0 2 , 1 3 r e b m e c e D t a e c n a l a B s s o l e v i s n e h e r p m o c r e h t O e m o c n i t e N s r e n t r a p m o r f s n o i t u b i r t n o C s n o i t u b i r t s i d t i n u d e r r e f e r P s r e n t r a p o t s n o i t u b i r t s i D y b d e u s s i k c o t s n o m m o c f o t l u s e r a s a d e u s s i s t i n u n o m m o C s e s a h c r u p e r f o t e n , y n a p m o C t n e r a P f o n o i t a z i t r o m a f o t l u s e r a s a d e u s s i y n a p m o C t n e r a P y b d e u s s i s t i n u d e t c i r t s e R k c o t s d e t c i r t s e r 0 1 0 2 , 1 3 r e b m e c e D t a e c n a l a B e m o c n i t e N t e n , n a l p n o i t a s n e p m o c d e r r e f e D e m o c n i e v i s n e h e r p m o c r e h t O s r e n t r a p m o r f s n o i t u b i r t n o C s n o i t u b i r t s i d t i n u d e r r e f e r P s r e n t r a p o t s n o i t u b i r t s i D 72 . . P L , S R E T N E C Y C N E G E R l a t i p a C f o s t n e m e t a t S d e t a d i l o s n o C 0 1 0 2 d n a , 1 1 0 2 , 2 1 0 2 , 1 3 r e b m e c e D d e d n e s r a e y e h t r o F ) s d n a s u o h t n i ( l a t o T l a t i p a C g n i l l o r t n o c n o N n i s t s e r e t n I ’ s r e n t r a P d e t i m L i n i t s e r e t n I d e t a d i l o s n o C s p i h s r e n t r a P l a t o T ’ s r e n t r a P l a t i p a C d e t a l u m u c c A r e h t O e v i s n e h e r p m o C ) s s o L ( e m o c n I d e t i m L i s r e n t r a P r e n t r a P l a r e n e G d n a d e r r e f e r P s t i n U n o m m o C 9 0 2 , 6 2 1 1 7 , 3 1 2 1 2 6 3 , 3 ) 6 3 7 , 6 6 1 ( ) 5 2 1 , 8 4 ( ) 8 5 6 , 3 2 ( 6 2 5 , 1 1 0 0 9 , 3 1 3 ) 0 0 0 , 5 7 2 ( 6 5 0 , 1 2 5 6 8 ) 1 3 ( — 2 6 3 , 3 ) 1 0 0 , 1 ( — — — — — — 2 1 — 4 4 3 , 5 2 2 4 7 , 3 1 ) 5 3 7 , 5 6 1 ( ) 5 2 1 , 8 4 ( ) 8 5 6 , 3 2 ( 6 2 5 , 1 1 0 0 9 , 3 1 3 ) 0 0 0 , 5 7 2 ( 6 5 0 , 1 2 — — — — — — — — — — 4 1 7 , 3 1 4 5 6 , 9 6 8 , 1 4 0 1 , 3 1 0 5 5 , 6 5 8 , 1 ) 9 2 4 , 1 7 ( 1 1 9 , 5 4 7 , 1 9 9 2 , 6 1 2 1 6 , 9 2 7 , 1 ) 5 1 7 , 7 5 ( ) 3 5 1 , 1 ( ) 3 6 9 ( 6 0 1 8 2 — — — 2 1 — 7 6 8 , 5 2 4 8 7 , 9 7 8 , 1 ) 4 2 3 ( ) 1 1 4 , 5 6 1 ( — — — — — — — ) 4 5 2 , 3 2 ( 6 2 5 , 1 1 0 0 9 , 3 1 3 ) 0 0 0 , 5 7 2 ( 6 5 0 , 1 2 0 8 4 , 8 8 7 , 1 — — — — ) 4 0 4 ( ) 5 2 1 , 8 4 ( — — — — — ) 9 2 6 ( 8 5 1 , 9 4 d e r r e f e r P s t i n U $ d e u s s i k c o t s d e r r e f e r p f o t l u s e r a s a d e u s s i s t i n u s t s o c e c n a u s s i f o t e n , y n a p m o C d e r r e f e r P t n e r a P y b f o n o i t a z i t r o m a f o t l u s e r a s a d e u s s i s t i n u d e t c i r t s e R y n a p m o C t n e r a P y b d e u s s i k c o t s d e t c i r t s e r s n o i t p m e d e r k c o t s d e r r e f e r P $ 2 1 0 2 , 1 3 r e b m e c e D t a e c n a l a B y b d e u s s i k c o t s n o m m o c f o t l u s e r a s a d e u s s i s t i n u n o m m o C s e s a h c r u p e r f o t e n , y n a p m o C t n e r a P . s t n e m e t a t s l a i c n a n i f d e t a d i l o s n o c o t s e t o n g n i y n a p m o c c a e e S ) s s o l ( e m o c n i e v i s n e h e r p m o c r e h t O t e n , n a l p n o i t a s n e p m o c d e r r e f e D 1 1 0 2 , 1 3 r e b m e c e D t a e c n a l a B e m o c n i t e N s r e n t r a p m o r f s n o i t u b i r t n o C s r e n t r a p o t s n o i t u b i r t s i D s t i n u d e r r e f e r p f o n o i t p m e d e R s n o i t u b i r t s i d t i n u d e r r e f e r P 73 REGENCY CENTERS, L.P. Consolidated Statements of Cash Flows For the years ended December 31, 2012, 2011, and 2010 (in thousands) Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: 2012 2011 2010 $ 26,209 55,788 13,001 Depreciation and amortization Amortization of deferred loan cost and debt premium Amortization and (accretion) of above and below market lease intangibles, net Stock-based compensation, net of capitalization Equity in (income) loss of investments in real estate partnerships Net gain on sale of properties Provision for impairment Early extinguishment of debt Deferred income tax expense (benefit) of taxable REIT subsidiary Distribution of earnings from operations of investments in real estate partnerships Settlement of derivative instruments (Gain) loss on derivative instruments Deferred compensation expense (income) Realized and unrealized (gain) loss on trading securities held in trust Changes in assets and liabilities: Restricted cash Accounts receivable Straight-line rent receivables, net Deferred leasing costs Other assets Accounts payable and other liabilities Tenants’ security and escrow deposits and prepaid rent Net cash provided by operating activities Cash flows from investing activities: Acquisition of operating real estate Real estate development and capital improvements Proceeds from sale of real estate investments (Issuance) collection of notes receivable Investments in real estate partnerships Distributions received from investments in real estate partnerships Dividends on trading securities held in trust Acquisition of trading securities held in trust Proceeds from sale of trading securities held in trust Cash flows from financing activities: Net cash provided by (used in) investing activities Net proceeds from common units issued as a result of common stock issued by Parent Company Net proceeds from preferred units issued as a result of preferred stock issued by Parent Company Proceeds from sale of treasury stock Acquisition of treasury stock Redemption of preferred partnership units Distributions to limited partners in consolidated partnerships, net Distributions to partners Distributions to preferred unit holders Repayment of fixed rate unsecured notes Proceeds from issuance of fixed rate unsecured notes, net Proceeds from unsecured credit facilities Repayment of unsecured credit facilities Proceeds from notes payable Repayment of notes payable Scheduled principal payments Payment of loan costs Payment of premium on tender offer Net cash used in financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year $ 127,839 12,759 (1,043) 9,806 (23,807) (24,013) 74,816 852 13,727 44,809 — (22) 2,069 (2,095) (423) 6,157 (6,059) (12,642) (1,079) 10,994 (1,639) 257,215 (156,026) (164,588) 352,707 (552) (66,663) 38,353 245 (17,930) 18,077 3,623 133,756 12,327 (931) 9,824 (9,643) (8,346) 15,883 — 2,422 43,361 — 54 (2,136) 184 (651) (3,108) (4,642) (15,013) (3,393) (17,892) 9,789 217,633 (70,629) (82,069) 86,233 (78) (198,688) 188,514 225 (19,377) 18,146 (77,723) 123,933 8,533 (1,161) 6,615 12,884 (8,648) 26,615 4,243 (860) 41,054 (63,435) (1,419) 5,068 (2,009) (1,778) 2,657 (6,202) (15,563) (3,821) (1,281) 33 138,459 (24,569) (65,889) 47,333 883 (231,847) 90,092 297 (10,312) 9,555 (184,457) 21,542 215,369 — 313,900 338 (4) (323,125) 1,375 (164,747) (23,658) (192,377) — 750,000 (620,000) — (1,332) (7,259) (4,544) — (249,891) 10,947 11,402 22,349 — 2,128 (14) — (735) (160,478) (23,400) (181,691) — 455,000 (425,000) 1,940 (16,919) (5,699) (6,070) — (145,569) (5,659) 17,061 11,402 — 1,431 — — (1,427) (149,117) (23,400) (209,879) 398,599 250,000 (240,000) 6,068 (51,687) (5,024) (4,361) (4,000) (32,797) (78,795) 95,856 17,061 74REGENCY CENTERS, L.P. Consolidated Statements of Cash Flows For the years ended December 31, 2012, 2011, and 2010 (in thousands) Supplemental disclosure of cash flow information: Cash paid for interest (net of capitalized interest of $3,686, $1,480, and $5,099 in 2012, 2011, and 2010, respectively) Supplemental disclosure of non-cash transactions: Common stock issued by Parent Company for partnership units exchanged Real estate received through distribution in kind Mortgage loans assumed through distribution in kind Mortgage loans assumed for the acquisition of real estate Real estate contributed for investments in real estate partnerships Real estate received through foreclosure on notes receivable Change in fair value of derivative instruments Common stock issued by Parent Company for dividend reinvestment plan Stock-based compensation capitalized Contributions from limited partners in consolidated partnerships, net Common stock issued for dividend reinvestment in trust Contribution of stock awards into trust Distribution of stock held in trust See accompanying notes to consolidated financial statements. 2012 2011 2010 115,879 128,649 127,591 — — — 30,467 47,500 12,585 (4,285) 988 1,979 986 440 819 1,191 — 47,512 28,760 31,292 — — 18 1,081 1,104 2,411 631 1,132 — 7,630 — — 58,981 — 990 28,363 1,847 852 132 640 1,142 51 $ $ $ $ $ $ $ $ $ $ $ $ $ $ 75 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 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”). At December 31, 2012, the Parent Company owned approximately 99.8% of the outstanding common Partnership Units of 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. At December 31, 2012, the Parent Company, the Operating Partnership and their controlled subsidiaries on a consolidated basis (the "Company” or “Regency”) directly owned 204 retail shopping centers and held partial interests in an additional 144 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 carrying values of its investments in real estate including its shopping centers, properties in development and its investments in real estate partnerships, and accounts receivable, net. Although the U.S. economy is recovering, economic conditions remain challenging, and therefore, 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 on the last day of each calendar quarter. Ownership of the Operating Partnership The Operating Partnership's capital includes general and limited common Partnership Units. At December 31, 2012, the Parent Company owned approximately 99.8% or 90,394,486 of the total 90,571,650 Partnership Units outstanding. 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 similar to 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 accordance with the respective partnership agreements. Such allocations of net income or loss are recorded in equity in income (loss) 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 76REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 and the underlying equity in net assets is either accreted to income and recorded in equity in income (loss) 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 (loss), including both the amounts attributable to the Company and noncontrolling interests. The amounts of consolidated net income (loss) 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 (loss) or comprehensive income (loss) attributable to these noncontrolling interests is included in net income (loss) and comprehensive income (loss) 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 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 77REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 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 and Comprehensive Income (Loss). 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 and Comprehensive Income (Loss). The portion of net income (loss) or comprehensive income (loss) attributable to these noncontrolling interests is included in net income (loss) and comprehensive income (loss) in the accompanying Consolidated Statements of Operations and Consolidated Statements Comprehensive Income (Loss) of the Operating Partnership. (b) Revenues 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. During the years ended December 31, 2012, 2011, and 2010, the Company recorded provisions for doubtful accounts of $3.0 million, $3.2 million, and $4.0 million, respectively, of which approximately $151,000 and $56,000 is included in discontinued operations for 2011 and 2010, respectively. There were no provisions for doubtful accounts included in discontinued operations in 2012. The following table represents the components of accounts receivable, net of allowance for doubtful accounts, as of December 31, 2012 and 2011 in the accompanying Consolidated Balance Sheets (in thousands): Tenant receivables CAM and tax reimbursements Other receivables Less: allowance for doubtful accounts Total 2012 2011 $ $ 4,043 17,891 8,582 (3,915) 26,601 4,654 26,355 10,166 (3,442) 37,733 Substantially 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. 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 78 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 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. 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. The gains and operations associated with properties sold to these real estate partnerships are not classified as discontinued operations because the Company continues to partially own and manage these shopping centers. As of December 31, 2012, six 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. The liquidation provisions require that all of the properties owned by the real estate partnership be appraised to determine their respective fair values. As a general rule, if the Company initiates the liquidation process, its partner has the right to choose the first property that it will receive with the Company choosing the next property that it will receive in liquidation. If the Company's partner initiates the liquidation process, the order of the selection process is reversed. The process then continues with an alternating selection of properties by each partner until the balance of each partner's capital account, on a fair value basis, has been distributed. After the final selection, to the extent that the fair value of properties in the DIK-JV are not distributable in a manner that equals the balance of each partner's capital account, a cash payment would be made to the other partner by the partner receiving a property distribution in excess of its capital account. The partners may also elect to liquidate some or all of the properties through sales rather than through the DIK process. 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 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. 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”. (c) Real Estate Investments 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 and have not reached their initial full occupancy. Once a development property is substantially complete and held available for occupancy, costs are no longer capitalized. 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 79 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 Company's weighted average borrowing rate to that portion of the actual development costs expended. The Company discontinues 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 the Company capitalize interest on the project beyond 12 months after substantial completion of the building shell. The following table represents the components of properties in development as of December 31, 2012 and 2011 in the accompanying Consolidated Balance Sheets (in thousands): Construction in process Construction complete and in lease-up Land held for future development Total 2012 2011 $ $ 133,153 — 58,914 192,067 50,903 76,301 96,873 224,077 Construction in process represents developments where the Company has not yet incurred at least 90% of the expected costs to complete and the anchor tenant has not yet been open for at least two calendar years. Construction complete and in lease-up represents developments where the Company has incurred at least 90% of the estimated costs to complete and the anchor tenant has not yet been open for at least two calendar years, but is still completing lease-up and final tenant build out. Land held for future development represents projects not in construction, but identified and available for future development if and when the market demand for a new shopping center exists. The Company incurs costs 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. These pre-development costs are included in properties in development in the accompanying Consolidated Balance Sheets. At December 31, 2012 and 2011, the Company had capitalized pre-development costs of $3.5 million and $2.1 million, respectively, of which $2.3 million and $1.0 million, respectively, were refundable deposits. 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 in other expenses in the accompanying Consolidated Statements of Operations. During the years ended December 31, 2012, 2011, and 2010, the Company expensed pre-development costs of approximately $1.5 million, $241,000, and $520,000, respectively, in other expenses in the accompanying Consolidated Statements of Operations. 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. 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, considering the following three categories: (i) value of in-place leases, (ii) above and below-market value of in-place leases, and (iii) customer relationship value. 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 initial term of the respective leases. Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management's estimate of fair market lease rates for comparable in-place leases, measured over a 80 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 period equal to the remaining non-cancelable term of the lease. 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. 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. Given the nature of all real estate sales contracts, it is not unusual for such contracts to allow prospective buyers a period of time to evaluate the property prior to formal acceptance of the contract. In addition, certain other matters critical to the final sale, such as financing arrangements, often remain pending even upon contract acceptance. As a result, properties under contract may not close within the expected time period, or may not close at all. Therefore, any properties categorized as held-for-sale represent only those properties that management has determined are probable to close within the requirements set forth above. Operating properties held-for-sale are carried at the lower of cost or fair value less costs to sell. The recording of depreciation and amortization expense is suspended during the held-for-sale period. If circumstances arise that previously were considered unlikely and, as a result, the Company decides not to sell a property previously classified as held-for-sale, the property is reclassified as held and used and is measured individually at the lower of its (i) carrying amount before the property was classified as held-for-sale, adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used or (ii) the fair value at the date of the subsequent decision not to sell. Any required adjustment to the carrying amount of the property reclassified as held and used is included in income from continuing operations in the period of the subsequent decision not to sell and the results of operations previously reported in discontinued operations are reclassified and included in income from continuing operations for all periods presented. When the Company sells a property or classifies a property as held-for-sale and will not have significant continuing involvement in the operation of the property, the operations of the property are eliminated from ongoing operations and classified in discontinued operations. Its operations, including any mortgage interest and gain on sale, are reported in discontinued operations so that the operations are clearly distinguished. Prior periods are also reclassified to reflect the operations of the property as discontinued operations. When the Company sells an operating property to a joint venture or to a third party, and will continue to manage the property, the operations and gain on sale are included in income from continuing operations. 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. The fair value of real estate assets is highly 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 81REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 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 a significant degree of 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. During the years ended December 31, 2012, 2011, and 2010, the Company established a provision for impairment on Consolidated Properties of $74.8 million, $15.9 million, and $23.9 million, respectively, of which $3.5 million and $6.7 million was included in discontinued operations for 2011 and 2010, respectively. There were no impairments included in discontinued operations in 2012. Further, the Company evaluated its property portfolio and did not identify any properties that would meet the above mentioned criteria for held- for-sale as of December 31, 2012 and 2011. 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. As a result of this evaluation, the Company established no provision for impairment during the year ended December 31, 2012, and established a provision for impairment of $4.6 million on one investment in real estate partnership during the year ended December 31, 2011 and $2.7 million on another investment in real estate partnership during the year ended December 31, 2010 . The net tax basis of the Company's real estate assets exceeds the book basis by approximately $247.6 million and $95.1 million at December 31, 2012 and 2011, 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. At December 31, 2012 and 2011, $6.5 million and $6.0 million, respectively, of cash was restricted through escrow agreements and certain mortgage loans. (e) Notes Receivable The Company records notes receivable at cost on the accompanying Consolidated Balance Sheets and interest income is accrued as earned and netted against interest expense in the accompanying Consolidated Statements of Operations. If a note receivable is past due, meaning the debtor is past due per contractual obligations, the Company ceases to accrue interest. However, in the event the debtor subsequently becomes current, the Company will resume accruing interest and record the interest income accordingly. The Company evaluates the collectibility of both interest and principal for all notes receivable to determine whether impairment exists using the present value of expected cash flows discounted at the note receivable's effective interest rate or, alternatively, at the observable market price of the loan or the fair value of the collateral if the loan is collateral dependent. In the event the Company determines a note receivable or a portion thereof is considered uncollectible, the Company records a provision for impairment. The Company estimates the collectibility of notes receivable taking into consideration the Company's experience in the retail sector, available internal and external credit information, payment history, market and industry trends, and debtor credit-worthiness. (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. Net deferred leasing costs were $55.5 million and $56.5 million at December 31, 2012 and 2011, respectively. Deferred loan costs consist of initial direct and incremental costs associated with financing activities. Net deferred loan costs were $14.0 million and $13.7 million at December 31, 2012 and 2011, respectively. 82REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 (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 a gain or loss on derivative instruments. Upon the settlement of a hedge, gains and losses remaining in OCI are amortized 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 settlement of interest rate swap terminations is 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 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. 83REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 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 (2009 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. The Company's portfolio is located throughout the United States; however, 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, 84 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 tenants and operational processes, as well as long-term average financial performance. In addition, no single tenant accounts for 5% or more of revenue and none of the shopping centers are located outside the United States. (l) 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. (m) Recent Accounting Pronouncements Recently Adopted On January 1, 2012, the Company adopted Financial Accounting Standards Board ("FASB") Accounting Standards Update (“ASU”) No. 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure requirements in U.S. GAAP and IFRSs" ("ASU 2011-04"). ASU 2011-04 provides new guidance concerning fair value measurements and disclosure. The new guidance is the result of joint efforts by the FASB and the International Accounting Standards Board ("IASB") to develop a single, converged fair value framework on how to measure fair value and the necessary disclosures concerning fair value measurements. The guidance is applied prospectively. The adoption by the Company resulted in expanded disclosures over fair value measurements, included in note 6. On January 1, 2012, the Company adopted FASB ASU No. 2011-05, "Comprehensive Income (Topic 220): Presentation of Comprehensive Income" ("ASU 2011-05"). ASU 2011-05 revised guidance over the manner in which entities present comprehensive income in the financial statements. This guidance removes the previous presentation options and provides that entities must report comprehensive income in either a continuous statement of comprehensive income or two separate but consecutive statements. This guidance does not change the items that must be reported in other comprehensive income. The adoption by the Company resulted in a new Statement of Comprehensive Income (Loss), presented immediately following the Statements of Operations. In February 2013, the FASB issued ASU No. 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income" ("ASU 2013-02"). ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in financial statements. This ASU requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. This guidance is effective prospectively for reporting periods beginning after December 15, 2012 and early adoption is permitted. The Company has adopted this guidance as of December 31, 2012. The adoption by the Company did not have any impact on our financial results, rather resulted in adding parenthetical cross-references in our Consolidated Statements of Operations to related footnote disclosures. 85 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 Recently Issued But Not Yet Adopted In December 2011, the FASB issued ASU No. 2011-11, "Disclosures about Offsetting Assets and Liabilities" ("ASU 2011-11"). ASU 2011-11 requires disclosures to allow investors to better compare financial statements prepared under U.S. GAAP with financial statements prepared under IFRS. The FASB expects to issue an ASU to clarify that the scope of the new disclosures is intended to be limited to derivative instruments, repurchase and reverse repurchase agreements, and securities lending arrangements. This guidance is effective for annual periods beginning January 1, 2013, and interim periods within those annual periods. Retrospective application is required. The Company does not expect this ASU to have a material effect on the Company's consolidated financial statements, rather will result in additional disclosures. (n) Reclassifications and other Certain prior period amounts have been reclassified to conform to current period presentation 2. Real Estate Investments Acquisitions The following table provides a summary of shopping centers acquired during the year ended December 31, 2012 (in thousands): Date Purchased 5/31/2012 6/21/2012 8/31/2012 Property Name Shops at Erwin Mill (2) Grand Ridge Plaza (3) Balboa Mesa Shopping Center San Diego, CA Issaquah, WA Durham, NC City/State 12/21/2012 Sandy Springs 12/27/2012 Uptown District Sandy Springs, GA San Diego, CA $ Debt Assumed, Net of Premiums Purchase Price 358 11,761 59,500 35,250 81,115 — 12,810 — 17,657 — Intangible Assets Intangible Liabilities — 2,346 9,711 2,761 5,833 Contingent Liabilities (1) — — 145 60 4,058 4,263 — 144 6,977 1,386 1,154 9,661 $ 187,984 30,467 20,651 (1) These balances represent environmental liability contingencies, which were measured at fair value at the acquisition date. (2) Shops at Erwin Mill was acquired on May 31, 2012 for a total purchase price of $5.8 million and included both an operating component and a development component. The Company completed a purchase price allocation at the date of acquisition and determined that approximately $358,000 related to the existing operating center, with the remaining balance allocated to properties in development at the time of acquisition. (3) Grand Ridge Plaza was acquired on June 21, 2012 for a total purchase price of $20.0 million and included both an operating component and a development component. The Company completed a purchase price allocation at the date of acquisition and determined that $11.8 million related to the existing operating center, with the remaining balance allocated to properties in development at the time of acquisition. The following table provides a summary of shopping centers acquired during the year ended December 31, 2011 (in thousands): Date Purchased Property Name City/State 6/2/2011 Ocala Corners Tallahassee, FL $ 8/18/2011 Oak Shade Town Center 9/26/2011 Tech Ridge Center Davis, CA Austin, TX Purchase Price 11,129 34,871 55,400 $ 101,400 Debt Assumed, Net of Premiums 5,937 12,456 12,899 31,292 Intangible Assets Intangible Liabilities Contingent Liabilities 1,724 2,320 4,519 8,563 2,558 1,658 936 5,152 — — — — 86 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 In addition to the above shopping center acquisitions, on May 4, 2011, the Company entered into an agreement with the DESCO Group ("DESCO") to redeem its entire 16.35% interest in Macquarie CountryWide-Regency-DESCO, LLC ("MCWR-DESCO"). The agreement allowed for a distribution-in-kind ("DIK") of the assets in the co-investment partnership. The assets were distributed as 100% ownership interests to DESCO and to Regency after a selection process, as provided for by the agreement. Regency selected four assets, all in the St. Louis market. The properties which the Company received through the DIK were recorded at the carrying value of the Company's equity investment of $18.8 million. Additionally, as part of the agreement, Regency received a $5.0 million disposition fee at closing on May 4, 2011 to buyout its asset, property, and leasing management contracts, and received $1.0 million for transition services provided through 2011. The acquisitions were accounted for as purchase business combinations, and the results are included in the consolidated financial statements from the date of acquisition. During the years ended December 31, 2012, 2011, and 2010, the Company expensed approximately $1.2 million, $707,000, and $448,000, respectively, of acquisition-related costs in connection with the Company's property acquisitions, which are included in other operating expenses in the accompanying Consolidated Statements of Operations. The actual, or pro-forma, impact of the Company's acquired properties is not considered significant to the Company's operating results for the years ended December 31, 2012, 2011, and 2010. 3. Discontinued Operations Dispositions The following table provides a summary of shopping centers disposed of during the years ended December 31, 2012, 2011, and 2010 (in thousands): Net proceeds Gain on sale of properties Number of properties sold Percent interest sold $ 2012 2011 2010 73,576 21,855 5 100% 66,009 5,942 7 100% 34,918 7,577 3 100% The following table provides a summary of revenues and expenses from properties included in discontinued operations for the years ended December 31, 2012, 2011, and 2010 (in thousands): Revenues Operating expenses Other (income) expense Income tax expense (benefit) (1) Operating income from discontinued operations $ $ 2012 2011 2010 3,423 1,750 — (18) 1,691 15,030 9,368 3,458 106 2,098 19,374 11,553 6,729 (233) 1,325 (1) The operating income and gain on sales of properties included in discontinued operations are reported net of income taxes, if the property is sold by Regency Realty Group, Inc., a wholly owned subsidiary of the Operating Partnership, which is a Taxable REIT subsidiary as defined by in Section 856(1) of the Internal Revenue Code. 87 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 4. Investments in Real Estate Partnerships The Company invests in real estate partnerships, which primarily include six co-investment partners and a closed-end real estate fund (“Regency Retail Partners” or the “Fund”). In addition to earning its pro-rata share of net income or loss in each of these real estate partnerships, the Company received recurring market-based fees for asset management, property management, and leasing as well as fees for investment and financing services, of $25.4 million, $29.0 million, and $25.1 million for the years ended December 31, 2012, 2011, and 2010, respectively. The Company also received non-recurring transaction fees of $5.0 million and $2.6 million for the years ended December 31, 2011 and 2010, respectively, with no such fees received during 2012. Investments in real estate partnerships as of December 31, 2012 consist of the following (in thousands): Ownership Total Investment Total Assets of the Partnership Net Income (Loss) of the Partnership GRI - Regency, LLC (GRIR)(1) Macquarie CountryWide-Regency III, LLC (MCWR III)(1) Columbia Regency Retail Partners, LLC (Columbia I)(2) Columbia Regency Partners II, LLC (Columbia II)(2) Cameron Village, LLC (Cameron) RegCal, LLC (RegCal)(2) Regency Retail Partners, LP (the Fund) US Regency Retail I, LLC (USAA)(2) BRE Throne Holdings, LLC (BRET)(3) Other investments in real estate partnerships 40.00% $ 272,044 1,939,659 24.95% 20.00% 20.00% 30.00% 25.00% 20.00% 20.01% 47.80% 50.00% 29 17,200 8,660 16,708 15,602 15,248 2,173 48,757 46,506 60,496 210,490 326,649 102,930 164,106 323,406 123,053 — 184,165 23,357 (75) 42,399 1,467 2,021 2,160 407 1,484 2,211 3,833 Total $ 442,927 3,434,954 79,264 The Company's Share of Net Income (Loss) of the Partnership 9,311 (22) 8,480 290 596 540 297 297 2,211 1,807 23,807 (1) Effective January 1, 2010, this partnership agreement was amended to include a unilateral right to elect to dissolve the partnership and receive a DIK upon liquidation; therefore, the Company has applied the Restricted Gain Method for additional properties sold to this partnership on or after January 1, 2010. During 2012, the Company did not sell any properties to this real estate partnership. (2) This partnership agreement has 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 this partnership. During 2012, the Company did not sell any properties to this real estate partnership. (3) On July 25, 2012, the Company sold a 15-property portfolio and retained a $47.5 million, 10.5% preferred stock investment in the entity that owns the portfolio. Following the 12-month anniversary of the closing date, Regency may call for the redemption of its investment in whole or in part, at par. Following the 18-month anniversary of the closing date, either Regency or the other member may initiate the redemption of Regency’s investment, in whole or in part. As the property holdings of BRET do not impact the rate of return on Regency's preferred stock investment, BRET's portfolio information is not included. 88REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 Investments in real estate partnerships as of December 31, 2011 consist of the following (in thousands): Ownership Total Investment Total Assets of the Partnership Net Income (Loss) of the Partnership GRI - Regency, LLC (GRIR)(1) Macquarie CountryWide-Regency III, LLC (MCWR III)(1) Macquarie CountryWide-Regency-DESCO, LLC (MCWR-DESCO)(3) Columbia Regency Retail Partners, LLC (Columbia I)(2) Columbia Regency Partners II, LLC (Columbia II)(2) Cameron Village, LLC (Cameron) RegCal, LLC (RegCal)(2) Regency Retail Partners, LP (the Fund) US Regency Retail I, LLC (USAA)(2) Other investments in real estate partnerships Total 40.00% $ 262,018 2,001,526 24.95% —% 20.00% 20.00% 30.00% 25.00% 20.00% 20.01% 50.00% 195 — 20,335 9,686 17,110 18,128 16,430 3,093 61,867 — 259,225 317,720 104,314 180,490 333,013 127,763 39,887 386,882 $ 115,857 3,501,775 18,244 (493) (1,752) 14,554 910 1,101 7,615 265 1,215 3,601 45,260 The Company's Share of Net Income (Loss) of the Partnership 7,266 (123) (293) 2,775 179 322 1,904 268 243 (2,898) 9,643 (1) As noted above, effective January 1, 2010, this partnership agreement was amended to include a unilateral right to elect to dissolve the partnership and receive a DIK upon liquidation; therefore, the Company will apply the Restricted Gain Method for additional properties sold to this partnership on or after January 1, 2010. During 2011, the Company did not sell any properties to this real estate partnership. (2) As noted above, this partnership agreement has 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 this partnership. During 2011, the Company did not sell any properties to this real estate partnership. (3) At December 2010, our ownership interest in MCWR-DESCO was 16.35%. The liquidation of MCWR-DESCO was complete effective May 4, 2011. Our ownership interest in MCWR-DESCO was 0.00% at December 31, 2011. 89 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 Summarized financial information for the investments in real estate partnerships on a combined basis, is as follows (in thousands): Investments in real estate, net Acquired lease intangible assets, net Other assets Total assets Notes payable Acquired lease intangible liabilities, net Other liabilities Capital - Regency Capital - Third parties Total liabilities and capital December 31, 2012 December 31, 2011 $ $ $ $ 3,213,984 74,986 145,984 3,434,954 1,816,648 46,264 70,576 518,505 982,961 3,434,954 3,263,704 85,232 152,839 3,501,775 1,874,780 49,938 67,495 512,421 997,141 3,501,775 The following table reconciles the Company's capital in unconsolidated partnerships to the Company's investments in real estate partnerships (in thousands): Capital - Regency add: Preferred equity investment in BRET less: Impairment less: Ownership percentage or Restricted Gain Method deferral less: Net book equity in excess of purchase price Investments in real estate partnerships Acquisitions December 31, 2012 December 31, 2011 $ $ 518,505 47,500 (5,880) (38,995) (78,203) 442,927 512,421 — (5,880) (41,456) (78,203) 386,882 The following table provides a summary of shopping centers acquired through our unconsolidated co-investment partnerships during the year ended December 31, 2012 (in thousands): Date Purchased Property Name City/State Co-investment Partner Ownership % Purchase Price Debt Assumed, Net of Premiums Intangible Assets Intangible Liabilities 1/17/2012 Lake Grove Commons Lake Grove, NY GRIR 40% $ 72,500 31,813 5,397 4,342 11/28/2012 Applewood Village Shops Wheat Ridge, CO GRIR 12/19/2012 Village Plaza Chapel Hill, NC Columbia II 12/28/2012 Phillips Place Charlotte, NC Other 40% 20% 50% 3,700 19,200 55,400 $ 150,800 — — 44,500 76,313 363 2,242 — 8,002 34 686 — 5,062 90 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 The following table provides a summary of shopping centers acquired through our unconsolidated co-investment partnerships during the year ended December 31, 2011 (in thousands): Date Purchased 7/1/2011 8/8/2011 Property Name City/State Co-investment Partner Ownership % Purchase Price Calhoun Commons Minneapolis, MN RegCal Rockridge Center Plymouth, MN Columbia II 25% 20% $ $ 21,020 20,500 41,520 Debt Assumed, Net of Premiums 6,052 16,459 22,511 Intangible Assets Intangible Liabilities 2,130 2,116 4,246 303 2,059 2,362 Dispositions On July 25, 2012, the Company sold a 15-property portfolio for total consideration of $321.0 million. As a result of entering into this agreement, the Company recognized a net impairment loss of $18.1 million during the year ended December 31, 2012. The Company retained a $47.5 million, 10.5% preferred stock investment in the entity that owns the portfolio. As of December 31, 2012, this asset group did not meet the definition of discontinued operations, in accordance with FASB ASC Topic 205-20. Following the 12-month anniversary of the closing date, Regency may call for the redemption of its investment in whole or in part, at par. Following the 18-month anniversary of the closing date, either Regency or the other member may initiate the redemption of Regency’s investment, in whole or in part. Regency does not provide leasing or management services for the Portfolio after closing. Notes Payable The Company’s proportionate share of notes payable of the investments in real estate partnerships was $597.4 million and $610.4 million at December 31, 2012 and 2011, respectively. The Company does not guarantee these loans. As of December 31, 2012, scheduled principal repayments on notes payable of the investments in real estate partnerships were as follows (in thousands): Scheduled Principal Payments by Year: 2013 2014 2015 2016 2017 Beyond 5 Years Unamortized debt premiums (discounts), net Total $ $ Scheduled Principal Payments Mortgage Loan Maturities Unsecured Maturities 19,176 21,289 21,895 19,139 18,437 77,039 — 176,975 24,373 53,015 130,796 374,257 200,635 833,680 1,257 1,618,013 — 21,660 — — — — — 21,660 Total 43,549 95,964 152,691 393,396 219,072 910,719 1,257 1,816,648 Regency’s Pro-Rata Share 15,949 27,254 49,619 127,888 51,610 325,272 (169) 597,423 91 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 The revenues and expenses for the investments in real estate partnerships on a combined basis are summarized as follows (in thousands): For the years ended December 31, 2011 2010 2012 $ 387,908 399,091 437,029 Total revenues Operating expenses: Depreciation and amortization Operating and maintenance General and administrative Real estate taxes Other expenses Total operating expenses Other expense (income): Interest expense, net Gain on sale of real estate Loss (gain) on extinguishment of debt Loss on hedge ineffectiveness Provision for impairment Preferred return on equity investment Other expense (income) Total other expense Net income (loss) Regency's share of net income (loss) $ $ 128,946 55,394 7,549 46,395 3,521 241,805 104,694 (40,437) 967 51 3,775 (2,211) — 66,839 79,264 23,807 134,236 62,442 7,905 49,103 3,477 257,163 112,099 (7,464) (8,743) — — — 776 96,668 45,260 9,643 155,146 67,541 7,383 55,926 3,666 289,662 129,581 (8,976) — — 78,908 — (383) 199,130 (51,763) (12,884) 5. Notes Receivable The Company had notes receivable outstanding of $23.8 million and $35.8 million at December 31, 2012 and 2011, respectively. The loans have fixed interest rates ranging from 6.0% to 9.0% with maturity dates through January 2019 and are secured by real estate held as collateral. 92 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 6. Acquired Lease Intangibles The Company had the following acquired lease intangibles, net of accumulated amortization and accretion, at December 31, 2012 and 2011, respectively (in thousands): In-place leases, net Above-market leases, net Above-market ground leases, net Acquired lease intangible assets, net Acquired lease intangible liabilities, net 2012 2011 $ $ $ 31,314 9,440 1,705 42,459 20,325 21,900 3,427 1,727 27,054 12,662 The following table provides a summary of amortization and net accretion amounts from acquired lease intangibles for the years ended December 31, 2012, 2011, and 2010: 2012 2011 2010 Remaining Weighted Average Amortization/ Accretion Period (in thousands) (in thousands) (in thousands) (in years) In-place lease amortization Above-market lease amortization (1) Above-market ground lease amortization (1) Acquired lease intangible asset amortization Acquired lease intangible liability accretion (2) $ $ $ 4,307 $ 3,436 $ 739 23 319 17 5,069 $ 3,772 $ 1,950 $ 1,375 $ 2,317 108 1 2,426 1,303 6.70 9.70 84.50 9.91 (1) Amounts are recorded as a reduction to minimum rent. (2) Amounts are recorded as an increase to minimum rent. The estimated aggregate amortization and net accretion amounts from acquired lease intangibles for the next five years are as follows (in thousands): Year Ending December 31, Amortization Expense Net Accretion 2013 $ 2014 2015 2016 2017 6,607 5,076 3,999 3,238 2,441 2,035 1,588 947 675 672 93REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 7. Income Taxes The following summarizes the tax status of dividends paid on our common shares during the respective years: Dividend per share Ordinary income Capital gain Return of capital $ 2012 2011 2010 1.85 71% 1% 28% 1.85 33% 1% 66% 1.85 40% 2% 58% RRG is subject to federal and state income taxes and files separate tax returns. Income tax expense consists of the following for the years ended December 31, 2012, 2011, and 2010 (in thousands): Income tax expense (benefit): Current Deferred Total income tax expense (benefit) $ $ 97 13,727 13,824 283 2,422 2,705 (639) (860) (1,499) 2012 2011 2010 Income tax expense (benefit) is included in either income tax expense (benefit) of taxable REIT subsidiaries, if the related income is from continuing operations, or is included in operating income from discontinued operations, if from discontinued operations, on the Consolidated Statements of Operations as follows for the years ended December 31, 2012, 2011, and 2010 (in thousands): Income tax expense (benefit) from: Continuing operations Discontinued operations Total income tax expense (benefit) $ $ 2012 2011 2010 13,224 600 13,824 2,994 (289) 2,705 (1,333) (166) (1,499) Income tax expense (benefit) differed from the amounts computed by applying the U.S. Federal income tax rate of 34% to pretax income from continuing operations of RRG for the years ended December 31, 2012, 2011, and 2010, respectively as follows (in thousands): 2012 2011 2010 Computed expected tax (benefit) expense $ (Decrease) increase in income tax resulting from state taxes Valuation allowance All other items Total income tax expense (benefit) Amounts attributable to discontinued operations Amounts attributable to continuing operations (2,099) (122) 15,635 410 13,824 600 $ 13,224 1,089 126 1,438 52 2,705 (289) 2,994 (3,368) (392) 286 1,975 (1,499) (166) (1,333) For 2012, all other items principally represent permanent differences related to deferred compensation and meals and entertainment. For 2011, all other items principally represent permanent differences related to impairments and the effect of the change in state tax rate. For 2010, all other items principally represent straight line rents. Included in the income tax expense (benefit) disclosed above, the Company has approximately $600,000 of state income tax expense at the Operating Partnership for the Texas Gross Margin Tax recorded in income tax expense (benefit) of taxable REIT subsidiaries in the accompanying Consolidated Statements of Operations for each of the years ended December 31, 2012, 2011, and 2010. 94 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 The following table represents the Company's net deferred tax assets as of December 31, 2012 and 2011 recorded in other assets in the accompanying Consolidated Balance Sheets (in thousands): Deferred tax assets Investments in real estate partnerships Provision for impairment Deferred interest expense Capitalized costs under Section 263A Net operating loss carryforward Employee benefits Other Deferred tax assets Valuation allowance Deferred tax assets, net Deferred tax liabilities Straight line rent Depreciation Deferred tax liabilities Net deferred tax assets 2012 2011 $ $ 8,116 5,667 4,507 2,637 1,033 838 435 23,233 (22,114) 1,119 519 600 1,119 — 8,124 4,047 4,507 3,828 280 683 791 22,260 (6,479) 15,781 1,916 138 2,054 13,727 During 2012 and 2011, the net change in the total valuation allowance was $15.6 million and $1.4 million, respectfully. The Company has federal and state net operating loss carryforwards totaling $2.9 million, which expire between 2027 and 2032. The evaluation of the recoverability of the deferred tax assets and the need for a valuation allowance requires the Company to weigh all positive and negative evidence to reach a conclusion that it is more likely than not that all or some portion of the deferred tax assets will not be realized. The Company's framework for assessing the recoverability of deferred tax assets includes weighing recent taxable income (loss), projected future taxable income (loss) of the character necessary to realize the deferred tax assets, the carryforward periods for the net operating loss, including the effect of reversing taxable temporary differences, and prudent feasible tax planning strategies that would be implemented, if necessary, to protect against the loss of deferred tax assets. At December 31, 2012, the cumulative history of taxable losses and projected future taxable income within the TRS caused the Company to determine that it is more likely than not that the net deferred tax assets will not be realized. As a result, a valuation allowance has been established for the entire amount of the deferred tax asset. The Company accounts for uncertainties in income tax law in accordance with FASB ASC Topic 740, under which tax positions shall initially be 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 based on an assessment of many factors including past experience and interpretations of tax laws applied to the facts of each matter. Federal and state tax returns are open from 2009 and forward for the Company. 8. Notes Payable and Unsecured Credit Facilities The Parent Company does not have any indebtedness, but guarantees all of the unsecured debt and 17.6% of the secured debt of the Operating Partnership. 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 and mature over various terms through 2028, whereas, interest on 95REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 unsecured public debt is payable semi-annually and matures over various terms through 2021. Fixed interest rates on mortgage loans range from 5.22% to 8.40% with a weighted average rate of 6.30%. Fixed interest rates on unsecured public debt range from 4.80% to 6.00% with a weighted average rate of 5.46%. As of December 31, 2012, the Company had two variable rate mortgage loans, one in the amount of $9.0 million with a variable interest rate of LIBOR plus 160 basis points maturing on September 1, 2014 and one in the amount of $3.0 million with a variable interest rate equal to LIBOR plus 380 basis points maturing on October 1, 2014. On January 15, 2012, the Company repaid the maturing balance of $192.4 million of 6.75% ten-year unsecured notes. The Company assumed debt, net of premiums, of $12.8 million and $17.7 million in connection with the acquisition of Grand Ridge Plaza on June 21, 2012 and Sandy Springs on December 21, 2012, respectively. 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, 2012, management of the Company believes it is in compliance with all financial covenants for its unsecured public debt. Unsecured Credit Facilities The Company has an $800.0 million unsecured line of credit (the "Line") commitment under an agreement (the "Credit Agreement") with Wells Fargo Bank and a syndicate of other banks, which was amended on September 13, 2012 to increase the borrowing capacity by $200.0 million to a total of $800.0 million. The maturity date was extended by one year, and the Line will expire in September 2016, subject to a one-year extension at the Company's option. The amended Line bears interest at an annual rate of LIBOR plus 117.5 basis points and a facility fee of 22.5 basis points, subject to adjustment based on the higher of the Company's corporate credit ratings from Moody's and S&P. In addition, the Company has the ability to increase the Line through an accordion feature to $1.0 billion. Borrowing capacity is reduced by the balance of outstanding borrowings and commitments under outstanding letters of credit. The balance on the Line was $70.0 million and $40.0 million at December 31, 2012 and 2011, respectively. The proceeds from the Line are used to finance the acquisition and development of real estate and for general working-capital purposes. The Company is required to comply with certain financial covenants as defined in the Credit Agreement such as Minimum Tangible Net Worth, 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, 2012, management of the Company believes it is in compliance with all financial covenants for the Line. On November 17, 2011, the Company entered into an unsecured term loan (the "Term Loan") commitment under an agreement (the "Term Loan Agreement") with Wells Fargo Bank and a syndicate of other banks, which matures on December 15, 2016. During 2012, the Company borrowed the $250.0 million available under the Term Loan and repaid $150.0 million, which resulted in the Company writing-off approximately $852,000 in loan costs and reducing the remaining commitment to $100.0 million. There was $100.0 million and no balance outstanding on the Term Loan as of December 31, 2012 and December 31, 2011, respectively. The Term Loan has a variable interest rate of LIBOR plus 145 basis points subject to Regency maintaining its corporate credit and senior unsecured ratings at BBB. In addition, the Company has the ability to increase the Term Loan up to an amount not to exceed an additional $150.0 million subject to the provisions of the Term Loan Agreement. The Term Loan includes financial covenants relating to minimum tangible net worth, ratio of indebtedness to total asset value, ratio of unsecured indebtedness to unencumbered asset value, ratio of adjusted EBITDA to fixed charges, ratio of secured indebtedness to total asset value, and ratio of unencumbered NOI to unsecured interest expense. The Term Loan also includes customary events of default for agreements of this type (with customary grace periods, as applicable). As of December 31, 2012, management of the Company believes it is in compliance with all financial covenants for its Term Loan. 96REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 The Company’s outstanding debt at December 31, 2012 and 2011 consists of the following (in thousands): Notes payable: Fixed rate mortgage loans Variable rate mortgage loans Fixed rate unsecured loans Total notes payable Unsecured credit facilities Total 2012 2011 $ $ 461,914 12,041 1,297,936 1,771,891 170,000 1,941,891 439,880 12,665 1,489,895 1,942,440 40,000 1,982,440 As of December 31, 2012, scheduled principal payments and maturities on notes payable were as follows (in thousands): Scheduled Principal Payments and Maturities by Year: 2013 2014 2015 2016 2017 Beyond 5 Years Unamortized debt premiums (discounts), net Total $ $ Scheduled Principal Payments Mortgage Loan Maturities 7,872 7,383 5,746 5,487 4,584 20,021 — 51,093 16,319 26,999 62,435 14,161 84,375 212,743 5,830 422,862 Unsecured Maturities (1) — 150,000 350,000 170,000 400,000 400,000 (2,064) 1,467,936 Total 24,191 184,382 418,181 189,648 488,959 632,764 3,766 1,941,891 (1) Includes unsecured public debt and unsecured credit facilities balances outstanding at December 31, 2012. The Company continuously monitors the capital markets and evaluates its ability to issue new debt to repay maturing debt or fund its commitments. Based upon the current capital markets, the Company's current credit ratings, and the number of high quality, unencumbered properties that it owns which could collateralize borrowings, the Company expects that it will successfully issue new secured or unsecured debt to fund its obligations. 9. Derivative Financial Instruments The following table summarizes the terms and fair values of the Company's derivative financial instruments, as well as their classification on the Consolidated Balance Sheets, at December 31, 2012 and 2011 (in thousands): Effective Date Maturity Date Assets: Notional Amount Bank Pays Variable Rate of Regency Pays Fixed Rate of Fair Value 2012 2011 April 15, 2014 April 15, 2024 April 15, 2014 April 15, 2024 August 1, 2015 August 1, 2025 August 1, 2015 August 1, 2025 August 1, 2015 August 1, 2025 $ $ $ $ $ 75,000 50,000 75,000 50,000 50,000 3 Month LIBOR 3 Month LIBOR 3 Month LIBOR 3 Month LIBOR 3 Month LIBOR 2.087% 2.088% 2.479% 2.479% 2.479% Other Assets Liabilities: October 1, 2011 September 1, 2014 $ 9,000 1 Month LIBOR 0.76% Accounts payable and other liabilities 1,022 672 1,131 729 753 4,307 76 76 — — — — — — 37 37 97 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 These derivative financial instruments are comprised of 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 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) 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 as a gain or loss on derivative instruments. The following table represents the effect of the derivative financial instruments on the accompanying consolidated financial statements for the years ended December 31, 2012, 2011, and 2010 (in thousands): Derivatives in FASB ASC Topic 815 Cash Flow Hedging Relationships: Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion) December 31, Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) December 31, Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) December 31, 2012 2011 2010 2012 2011 2010 2012 2011 2010 Interest rate swaps $ 4,245 18 (36,556) Interest expense $(9,491) (9,467) (5,575) Other expenses $ — (54) 1,419 The unamortized balance of the settled interest rate swaps at December 31, 2012 and 2011 was $62.6 million and $72.0 million, respectively. As of December 31, 2012, the Company expects $9.5 million of deferred losses (gains) on derivative instruments accumulated in other comprehensive income to be reclassified into earnings during the next 12 months. On October 7, 2010, the Company paid $36.7 million to settle the remaining $140.7 million of interest rate swaps then outstanding. On October 7, 2010, the Company closed on $250.0 million of 4.80% ten-year senior unsecured notes. The Company began amortizing the $36.7 million loss realized from the swap settlement in October 2010 over a ten year period; therefore, the effective interest rate on these notes was 6.26%. On June 1, 2010, the Company paid $26.8 million to settle and partially settle $150.0 million of its interest rate swaps then outstanding of $290.7 million. On June 2, 2010 the Company also closed on $150.0 million of ten-year senior unsecured notes with an interest rate of 6.00%. The Company began amortizing the $26.8 million loss realized from the swap settlement in June 2010 over a ten year period; therefore, the effective interest rate on these notes was 7.67%. Realized gains and losses associated with the settled interest rate swaps have been included in accumulated other comprehensive loss in the accompanying Consolidated Statements of Equity of the Parent Company and the accompanying Consolidated Statements of Capital of the Operating Partnership and are amortized as the corresponding hedged interest payments are made in future periods. 10. Fair Value Measurements (a) Disclosure of Fair Value of Financial Instruments All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management's estimation, reasonably approximates their fair values, except those listed below. The following provides information about the methods and assumptions used to estimate the fair value of the Company's financial instruments, including their estimated fair values. 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 an interest rate available for notes of the same terms and maturities adjusted for customer specific credit risk. The interest rates range from 7.0% to 8.1% and 7.1% to 8.1% at December 31, 2012 and 2011, respectively, based on the Company's estimates. The fair value of notes receivable was determined primarily using Level 3 inputs of the fair value hierarchy. Based on the estimates made by the 98 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 Company, the fair value of notes receivable was $23.7 million and $35.3 million at December 31, 2012 and 2011, respectively. Notes Payable The fair value of the Company's 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. These rates range from 2.4% to 3.3% and 2.4% to 4.3% at December 31, 2012 and 2011, respectively, based on the Company's estimates. 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 including those loans assumed in distribution-in-kind liquidations. The fair value of the notes payable was determined using Level 2 inputs of the fair value hierarchy. Based on the estimates used by the Company, the fair value of notes payable was $2.0 billion and $2.1 billion at December 31, 2012 and 2011, respectively. 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 the Company's third partylenders, which is estimated to be 1.6% and 1.5% at December 31, 2012 and 2011, respectively. The fair value of the unsecured credit facilities was determined using Level 2 inputs of the fair value hierarchy. Based on the estimates used by the Company, the fair value of the unsecured credit facilities was $170.2 million and $40.0 million at December 31, 2012 and 2011, respectively. (b) Fair Value Measurements Internally developed fair value measurements, including the unobservable inputs, are evaluated for reasonableness based on current transactions and experience in the real estate and capital markets. Service providers involved in fair value measurements are evaluated for competency and qualifications on an ongoing basis. The Company's valuation policies and procedures are determined by its Finance Group, which reports to the Chief Financial Officer, and the results of significant fair value measurements are discussed with the Audit Committee of the Board of Directors on a quarterly basis. The following describe valuation methods for each of our financial instruments required to be measured at fair value on a recurring basis. Trading Securities Held in Trust The Company has investments in marketable securities 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, 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. Derivative Financial Instruments The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. Changes in these credit valuation adjustments are not expected to result in a significant change in the valuation of the Company's derivatives. 99REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 The following are fair value measurements recorded on a recurring basis at December 31, 2012 and 2011, respectively (in thousands): Assets Trading securities held in trust Interest rate derivatives Total Liabilities: Interest rate derivatives Assets Trading securities held in trust Liabilities: Interest rate derivatives Fair Value Measurements at December 31, 2012 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Balance (Level 1) (Level 2) (Level 3) 23,429 4,307 27,736 23,429 — 23,429 — 4,412 4,412 — (105) (105) (76) — (77) 1 Fair Value Measurements at December 31, 2011 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Balance (Level 1) (Level 2) (Level 3) 21,713 21,713 — (37) — (38) — 1 $ $ $ $ $ The following are fair value measurements recorded on a nonrecurring basis at December 31, 2012 and 2011, respectively (in thousands): Fair Value Measurements at December 31, 2012 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Assets Balance (Level 1) (Level 2) (Level 3) Long-lived assets held and used Total Losses(1) Operating and development properties $ 49,673 — — 49,673 (54,500) (1) Excludes impairments for properties sold during the year ended December 31, 2012. Assets Balance (Level 1) (Level 2) (Level 3) Fair Value Measurements at December 31, 2011 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total Losses(1) Long-lived assets held and used Operating and development properties $ Investment in real estate partnerships Total $ 5,520 1,893 7,413 — — — — — — 5,520 1,893 7,413 (11,843) (4,580) (16,423) (1) Excludes impairments for properties sold during the year ended December 31, 2011. Long-lived assets held and used are comprised primarily of real estate. The Company recognized a $54.5 million impairment loss related to two operating properties during the year ended December 31, 2012. The Company has determined that it is more likely than not that one of the properties will be sold before the end of its previously 100REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 estimated useful life, and the other property was exhibiting weak operating fundamentals including low economic occupancy for an extended period of time, which led to the impairments. As a result, the Company estimated the fair value of the properties and recorded the impairment losses. As discussed in Note 1, the Company considers a property to be held-for-sale when the property is under contract, significant non-refundable deposits have been made by the potential buyer, the assets are immediately available for transfer, and there are no contingencies related to the sale that may prevent the transaction from closing. Given the nature of all real estate sales contracts, these conditions or criteria are typically not satisfied until the actual closing of the transaction. However, each potential transaction is evaluated based on its separate facts and circumstances. The Company evaluated these properties and determined that they did not meet the criteria for held-for-sale as of December 31, 2012. In addition, the Company recognized a $16.4 million impairment loss related to one operating property and the Company's investment in a real estate partnership during the year ended December 31, 2011. This operating property exhibited weak operating fundamentals, including low economic occupancy for an extended period of time, which lead to the impairment. As a result, the Company estimated the fair value of the properties and recorded an impairment loss. Fair value for those assets measured using Level 3 inputs was determined through the use of an income approach. The income approach estimates an income stream for a property (typically 10 years) and discounts this income plus a reversion (presumed sale) into a present value at a risk adjusted rate. Overall cap rates and growth assumptions utilized in this approach are derived from market transactions as well as other financial and industry data. The terminal cap rate and discount rate are significant inputs to this valuation. The following are ranges of key inputs used in determining the fair value of real estate measured using Level 3 inputs as of December 31, 2012 and 2011: Overall cap rates Rental growth rates Discount rates Terminal cap rates 2012 2011 Low 8.3% (8.3)% 10.5% 8.8% High 8.5% 2.5% 10.5% 8.8% Low 7.5% 2.0% 8.5% 8.0% High 9.0% 3.0% 10.0% 9.5% Changes in these inputs could result in a significant change in the valuation of the real estate and a change in the impairment loss recognized during the period. 11. Equity and Capital Preferred Stock of the Parent Company Issuances: On February 16, 2012, the Parent Company issued 10 million shares of 6.625% Series 6 Cumulative Redeemable Preferred Stock with a liquidation preference of $25 per share resulting in proceeds of $241.4 million, net of issuance costs, which were subsequently contributed to the Operating Partnership to redeem similar preferred unit interests as further discussed below. On August 23, 2012, the Parent Company issued 3 million shares of 6.00% Series 7 Cumulative Redeemable Preferred Stock with a liquidation preference of $25 per share resulting in proceeds of $72.5 million, net of issuance costs, which were subsequently used to redeem the Company's Series 5 Cumulative Redeemable Preferred Stock as further discussed below. 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 five 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. 101REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 Redemptions: On March 31, 2012, the Parent Company redeemed all issued and outstanding shares of its Series 3 and Series 4 Cumulative Redeemable Preferred Stock and on September 13, 2012, the Parent Company redeemed all issued and outstanding shares of its Series 5 Cumulative Redeemable Preferred Stock. These redemptions resulted in a reduction to net income available to common stockholders through non-cash charges of $7.0 million and $2.3 million, respectively, related to original issuance costs, which are included within the following financial statement line items: Parent Company Consolidated Statements of Operations Consolidated Statements of Equity Operating Partnership Financial Statement Line Item Preferred stock dividends Redemption of preferred stock Consolidated Statements of Operations Preferred unit distributions Consolidated Statements of Capital Preferred units issued as a result of preferred stock issued by Parent Company, net of redemptions and issuance costs Terms and conditions of the preferred stock outstanding at December 31, 2012 and 2011 are summarized as follows: Series Series 6 Series 7 Series Series 3 Series 4 Series 5 Preferred Stock Outstanding at December 31, 2012 Shares Outstanding 10,000,000 3,000,000 13,000,000 $ $ Liquidation Preference 250,000,000 75,000,000 325,000,000 Distribution Rate Callable By Company 6.625% 6.000% 2/16/2017 8/23/2017 Preferred Stock Outstanding at December 31, 2011 Shares Outstanding Liquidation Preference Distribution Rate Callable By Company 3,000,000 5,000,000 3,000,000 11,000,000 $ $ 75,000,000 125,000,000 75,000,000 275,000,000 7.450% 7.250% 6.700% 4/3/2008 8/31/2009 8/2/2010 Common Stock of the Parent Company Issuances: On August 10, 2012, the Parent Company entered into an at-the-market ("ATM") equity distribution agreement under which the Company may from time to time offer and sell up to $150.0 million of our common stock. The net proceeds are expected to fund potential acquisition opportunities, fund our development or redevelopment activities, repay amounts outstanding under our revolving credit facility and/or for general corporate purposes. During the year ended December 31, 2012, 442,786 shares were issued and sold at a weighted average price per share of $49.70 for proceeds of $21.5 million, net of commissions of approximately $331,000 and issuance costs of approximately $135,000. As of December 31, 2012, we had the capacity to issue $128.0 million in common stock under our ATM equity program. On March 9, 2011, the Parent Company settled its forward sale agreements dated December 4, 2009 (the "Forward Equity Offering") with J.P. Morgan and Wells Fargo Securities by delivering an aggregate 8 million shares of common stock. Upon physical settlement of the Forward Equity Offering, the Company received net proceeds of$215.4 million. The Company used a portion of the proceeds to repay the Line, which had been drawn upon to repay unsecured notes of $161.7 million that matured in January 2011. 102 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 Preferred Units of the Operating Partnership Issuances: Series 6 and Series 7 preferred unit interests were issued to the Parent Company in relation to the Parent Company's issuance of 6.625% Series 6 Cumulative Redeemable Preferred Stock and 6.00% Series 7 Cumulative Redeemable Preferred Stock as discussed above. Redemptions: On February 9, 2012, the Operating Partnership purchased all of its issued and outstanding Series D Preferred Units at 3.75% discount to par, resulting in an increase to net income available to common stockholders of $1.0 million, related to the discount offset by the write-off of the original issuance costs. This amount is included in preferred unit loss attributable to noncontrolling interests in the parent company's consolidated statements of operations and in preferred unit distributions in the operating partnership's consolidated statement of operations. Terms and conditions for the Series D preferred units outstanding as of December 31, 2011 are summarized as follows: Units Outstanding 500,000 Amount Outstanding $ 50,000,000 Distribution Rate Callable by Company Exchangeable by Unit holder 7.45% 9/29/2009 1/1/2014 The Series 3, 4 and 5 preferred unit interests owned by the Parent Company, as general partner, were redeemed in conjunction with the Parent Company's redemption of its Series 3, Series 4, and Series 5 Cumulative Redeemable 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. General Partner As of December 31, 2012 and 2011, the Parent Company, as general partner, owned approximately 99.8% or 90,394,486 of the total 90,571,650 Partnership Units outstanding and approximately 99.8% or 89,921,858 of the total 90,099,022 Partnership Units outstanding, respectively. Limited Partners The Operating Partnership had 177,164 limited Partnership Units outstanding as of December 31, 2012 and 2011. 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. At December 31, 2012 and 2011, the Company’s noncontrolling interest in these consolidated partnerships was $16.3 million and $13.1 million, respectively. 103 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 Accumulated Other Comprehensive Loss The following table presents changes in the balances of each component of accumulated other comprehensive loss for the year ended December 31, 2012 (in thousands): Loss on Settlement of Derivative Instruments Fair Value of Derivative Instruments Accumulated Other Comprehensive Income (Loss) Beginning balance Net gain on cash flow derivative instruments Amounts reclassified from accumulated other comprehensive income Net current-period other comprehensive income Ending balance $ $ (71,438) — 9,447 9,447 (61,991) 9 4,255 12 4,267 4,276 (71,429) 4,255 9,459 13,714 (57,715) 12. Stock-Based Compensation The Company recorded stock-based compensation in general and administrative expenses in the accompanying Consolidated Statements of Operations, the components of which are further described below for the years ended December 31, 2012, 2011, and 2010 (in thousands): Restricted stock Directors' fees paid in common stock Less: Amount capitalized Total $ $ 11,526 259 (1,979) 9,806 10,659 269 (1,104) 9,824 7,236 231 (852) 6,615 2012 2011 2010 The recorded amounts of stock-based compensation expense represent amortization of the grant date fair value of restricted stock awards over the respective vesting periods. Compensation expense specifically identifiable to development and leasing activities is capitalized and included above. The Company established 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 approximately 4.1 million shares in the form of the Parent Company's common stock or stock options. At December 31, 2012, there were approximately 3.1 million shares available for grant under the Plan either through options or restricted stock. 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. 104 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 The following table reports stock option activity during the year ended December 31, 2012: Outstanding December 31, 2011 Less: Exercised Less: Forfeited Less: Expired Outstanding December 31, 2012 Vested and expected to vest - December 31, 2012 Exercisable December 31, 2012 Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) 52.12 34.34 51.36 72.29 52.39 52.39 52.39 3.0 $ (5,598) 2.1 $ 2.1 $ 2.1 $ (1,664) (1,664) (1,664) Number of Options 386,149 $ 7,619 57,952 4,654 315,924 $ 315,924 $ 315,924 $ There were no stock options granted during 2012, 2011, or 2010. The total intrinsic value of options exercised during the years ended December 31, 2012, 2011, and 2010 was approximately $92,000, $130,000, and $1,000, respectively. The Company issues new shares to fulfill option exercises from its authorized shares available. The Company grants restricted stock under the Plan to its employees as a form of long-term compensation and retention. The terms of each 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 were valued at the fair market value, earn dividends throughout the vesting period, and have no voting rights. Fair value is measured using the grant date market price for all time-based or performance- based awards. Market based awards are valued using a Monte Carlo simulation to estimate the fair value based on the probability of satisfying the market conditions and the projected stock price at the time of payout, discounted to the valuation date over the 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. Because 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 over the vesting period. • Time-based awards vest 25% per year beginning on the first anniversary following the grant date. These grants are subject only to continued employment and not dependent on future performance measures; and accordingly, if such vesting criteria are not met, compensation cost previously recognized would be reversed. During 2012, the Company granted 112,496 shares of time-based awards. • Performance-based awards are earned subject to future performance measurements, including individual goals, annual growth in earnings, and compounded three-year growth in earnings. Once the performance criteria are achieved and the actual number of shares earned is determined, shares will vest over a required service period. If such performance criteria are not met, compensation cost previously recognized would be reversed. 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. During 2012, the Company granted 25,435 shares of performance-based awards. 105 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 • Market-based awards are earned dependent upon the Company's total shareholder return in relation to the shareholder return of peer indices over a three-year period (“TSR Grant”). Once the market criteria are met and the actual number of shares earned is determined, 100% of the earned shares vest. The probability of meeting the market criteria is considered when calculating the estimated fair market value on the date of grant using a Monte Carlo simulation. These awards were accounted for as awards with market criteria, with compensation cost recognized over the service period, regardless of whether the market criteria are achieved and the awards are ultimately earned and vest. During 2012, the Company granted 128,302 shares of market- based awards. The significant assumptions underlying determination of fair values for market-based awards granted during the years ended December 31, 2012, 2011, and 2010 were Volatility Risk free interest rate 2012 2011 2010 48.80% 0.32% 66.50% 0.98% 66.40% 1.41% The following table reports non-vested restricted stock activity during the year ended December 31, 2012: Non-vested at December 31, 2011 Add: Time-based awards granted Add: Performance-based awards granted Add: Market-based awards granted Less: Vested and Distributed Less: Forfeited Non-vested at December 31, 2012 Number of Shares Intrinsic Value (in thousands) 562,259 112,496 25,435 128,302 152,019 1,982 674,491 $ 31,782 Weighted Average Grant Price 40.05 39.00 39.00 43.13 40.34 $ $ $ $ $ The weighted-average grant price for restricted stock granted during the years ended December 31, 2012, 2011, and 2010 was $39.44, $41.81, and $35.65, respectively. The total intrinsic value of restricted stock vested during the years ended December 31, 2012, 2011, and 2010 was $6.6 million, $7.5 million, and $6.1 million, respectively. As of December 31, 2012, there was $12.8 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, through 2015. The Company issues new restricted stock from its authorized shares available at the date of grant. 106 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 13. 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, 2012. Costs related to matching portion of the plan were $1.4 million, $1.2 million, and $1.1 million for the years ended December 31, 2012, 2011, and 2010, 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 salary, cash bonus, and restricted stock awards. Restricted stock awards that are designated to be deferred into the NQDCP upon vesting are classified as liabilities from the grant date through the vesting date. All contributions into the participants' accounts are fully vested upon contribution to the NQDCP and are deposited in a Rabbi trust. The Company accounts for the NQDCP in accordance with FASB Accounting Standards Codification ASC Topic 710 and the restricted stock awards under Topic 718. The assets in the Rabbi trust remain subject to the claims of creditors of the Company and are not the property of the participant. The NQDCP allows participants to allocate their account balance among various investments, including several mutual funds and the Company's common stock. Effective June 20, 2011, the Company amended its NQDCP such that participant account balances held in the Regency common stock fund, including future deferrals of Regency common stock, must remain allocated to the Regency common stock fund and may only be distributed to the participant in the form of Regency common stock upon termination from the plan. Additionally, participant account balances allocated to various diversified mutual funds are prohibited from being allocated into the Regency common stock fund. The assets of the Rabbi trust, exclusive of the shares of the Company's common stock, are classified as trading securities on the accompanying Consolidated Balance Sheets, and accordingly, realized and unrealized gains and losses are recognized within income from deferred compensation plan in 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 participants' deferred compensation liability, exclusive of the shares of the Company's common stock after the June 20, 2011 amendment, is included within accounts payable and other liabilities in the accompanying Consolidated Balance Sheets and was $22.8 million and $21.1 million at December 31, 2012 and 2011, respectively. Increases or decreases in the deferred compensation liability, exclusive of amounts attributable to participant investments in the shares of the Company's common stock, are recorded as general and administrative expense within the accompanying Consolidated Statements of Operations. Changes in participant account balances related to the Regency common stock fund are recorded directly within stockholders' equity. 107REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 14. Earnings per Share and Unit Parent Company Earnings per Share The following summarizes the calculation of basic and diluted earnings per share for the years ended December 31, 2012, 2011, and 2010, respectively (in thousands except per share data): 2012 2011 2010 Numerator: Income from continuing operations Income from discontinued operations Gain on sale of real estate Net income Less: preferred stock dividends Less: income attributable to noncontrolling interests Net (loss) income attributable to common stockholders Less: dividends paid on unvested restricted stock Net income attributable to common stockholders - basic Add: dividends paid on Treasury Method restricted stock Net (loss) income for common stockholders - diluted Denominator: Weighted average common shares outstanding for basic EPS Incremental shares to be issued under unvested restricted stock Incremental shares under Forward Equity Offering Weighted average common shares outstanding for diluted EPS (Loss) income per common share – basic Continuing operations Discontinued operations Net (loss) income attributable to common stockholders (Loss) income per common share – diluted Continuing operations Discontinued operations Net (loss) income attributable to common stockholders $ $ $ $ $ $ 505 23,546 2,158 26,209 32,531 342 (6,664) 572 (7,236) — (7,236) 45,344 8,040 2,404 55,788 19,675 4,418 31,695 615 31,080 18 31,098 89,630 87,825 39 — — 424 89,669 88,249 (0.34) 0.26 (0.08) (0.34) 0.26 (0.08) 0.26 0.09 0.35 0.26 0.09 0.35 3,106 8,902 993 13,001 19,675 4,185 (10,859) 542 (11,401) — (11,401) 81,068 — 1,534 82,602 (0.25) 0.11 (0.14) (0.25) 0.11 (0.14) Income (loss) 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, 2012, 2011, and 2010 were 177,164, 177,164, and 270,706, respectively. 108 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 Operating Partnership Earnings per Unit The following summarizes the calculation of basic and diluted earnings per unit for the periods ended December 31, 2012, 2011, and 2010 respectively (in thousands except per unit data): 2012 2011 2010 Numerator: Income from continuing operations Income from discontinued operations Gain on sale of real estate Net income Less: preferred unit distributions Less: income attributable to noncontrolling interests Net (loss) income attributable to common unit holders Less: dividends paid on unvested restricted stock Net income attributable to common unit holders - basic Add: dividends paid on Treasury Method restricted stock Net income for common unit holders - diluted Denominator: Weighted average common units outstanding for basic EPU Incremental shares to be issued under unvested restricted stock Incremental units under Forward Equity Offering Weighted average common units outstanding for diluted EPU (Loss) income per common unit – basic Continuing operations Discontinued operations Net (loss) income attributable to common unit holders (Loss) income per common unit – diluted Continuing operations Discontinued operations Net (loss) income attributable to common unit holders $ $ $ $ $ $ 505 23,546 2,158 26,209 31,902 865 (6,558) 572 (7,130) — (7,130) 45,344 8,040 2,404 55,788 23,400 590 31,798 615 31,183 18 31,201 89,808 88,002 39 — — 424 89,847 88,426 (0.34) 0.26 (0.08) (0.34) 0.26 (0.08) 0.26 0.09 0.35 0.26 0.09 0.35 3,106 8,902 993 13,001 23,400 376 (10,775) 542 (11,317) — (11,317) 81,339 — 1,534 82,873 (0.25) 0.11 (0.14) (0.25) 0.11 (0.14) 109 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 15. Operating Leases The Company's properties are leased to tenants under operating leases with expiration dates extending to the year 2099. Future minimum rents under non-cancelable operating leases as of December 31, 2012, excluding both tenant reimbursements of operating expenses and additional percentage rent based on tenants' sales volume, are as follows (in thousands): Year Ending December 31, 2013 2014 2015 2016 2017 Thereafter Total $ $ Amount 332,351 311,905 276,784 240,376 196,098 991,272 2,348,786 The shopping centers' tenant base includes primarily 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 2058 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 2018 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 $9.1 million, $9.2 million and $8.1 million for the years ended December 31, 2012, 2011, and 2010, respectively. The following table summarizes the future obligations under non-cancelable operating leases as of December 31, 2012, (in thousands): Year Ending December 31, 2013 2014 2015 2016 2017 Thereafter Total $ $ Amount 7,732 7,136 6,713 6,181 4,649 101,613 134,024 110 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 16. 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 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 $80.0 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, 2012 and 2011, the Company had $20.8 million and $17.4 million letters of credit outstanding, respectively. 111REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Notes to Consolidated Financial Statements December 31, 2012 17. Summary of Quarterly Financial Data (Unaudited) The following table sets forth selected Quarterly Financial Data for the Company on a historical basis for each of the years ended December 31, 2012 and 2011 and has been derived from the accompanying consolidated financial statements as reclassified for discontinued operations (in thousands except per share and per unit data): First Quarter Second Quarter Third Quarter Fourth Quarter 2012: Operating Data: Revenues as originally reported Reclassified to discontinued operations Adjusted Revenues Net income (loss) attributable to common stockholders Net income (loss) of limited partners Net income (loss) attributable to common unit holders $ $ $ $ 127,389 (1,146) 126,243 13,181 54 13,235 Net income (loss) attributable to common stock and unit holders per share and unit: Basic Diluted 0.14 0.14 $ $ 2011: Operating Data: Revenues as originally reported Reclassified to discontinued operations Adjusted Revenues Net income attributable to common stockholders Net income of limited partners Net income attributable to common unit holders $ $ $ $ 127,114 (4,069) 123,045 2,185 13 2,198 Net income attributable to common stock and unit holders per share and unit: Basic Diluted $ $ 0.02 0.02 129,767 (524) 129,243 5,697 23 5,720 0.06 0.06 128,382 (4,344) 124,038 12,861 37 12,898 0.14 0.14 120,013 (581) 119,432 11,637 39 11,676 122,002 — 122,002 (37,179) (10) (37,189) 0.13 0.13 (0.41) (0.41) 125,747 (3,328) 122,419 125,322 (1,726) 123,596 8,510 27 8,537 0.09 0.09 8,139 26 8,165 0.10 0.10 112. . P L , S R E T N E C Y C N E G E R D N A N O I T A R O P R O C S R E T N E C Y C N E G E R — — — — — — — — 8 0 2 , 7 0 0 5 , 7 — — — — — — — — — — — — — — — — — 0 0 5 , 2 6 — 0 0 0 , 7 1 s e g a g t r o M 8 6 4 , 4 5 8 9 0 , 3 5 1 8 , 9 1 6 4 4 , 8 8 3 9 , 5 1 3 7 0 , 2 1 6 4 7 , 7 9 0 4 , 2 8 7 6 , 3 7 1 4 , 6 5 0 0 0 , 1 1 5 6 6 , 5 1 3 8 7 , 7 1 8 4 , 3 1 3 7 7 , 0 1 5 1 1 , 3 1 2 1 0 , 6 2 0 1 , 2 9 7 2 , 7 1 8 5 6 , 0 1 7 4 7 , 4 9 2 7 , 6 0 3 5 , 1 1 6 1 6 , 6 9 4 5 , 3 1 8 2 , 3 1 0 1 4 , 2 5 5 0 , 8 1 7 0 5 , 3 1 9 7 2 , 4 1 t s o C l a t o T f o t e N d e t a l u m u c c A n o i t a i c e r p e D n o i t a i c e r p e D d e t a l u m u c c A d n a e t a t s E l a e R d e t a d i l o s n o C - I I I e l u d e h c S 2 1 0 2 , 1 3 r e b m e c e D ) s d n a s u o h t n i ( t s o C l a t o T t s o C l a i t i n I d e t a l u m u c c A n o i t a i c e r p e D l a t o T d l e h s e i t r e p o r P e l a S r o f & g n i d l i u B s t n e m e v o r p m I d n a L t s o C d e z i l a t i p a C o t ) 2 ( t n e u q e s b u S n o i t i s i u q c A & g n i d l i u B s t n e m e v o r p m I d n a L ) 1 ( s r e t n e C g n i p p o h S 6 2 4 9 3 7 0 3 8 , 1 5 7 6 , 4 3 4 9 , 2 7 1 2 , 5 ) 3 ( 5 9 4 1 6 5 , 9 5 5 1 , 4 8 8 1 , 4 0 1 5 , 5 2 4 2 , 6 9 0 6 , 4 5 8 1 , 4 7 6 2 8 3 0 , 2 3 4 7 , 1 1 3 2 2 , 3 1 6 4 5 3 3 3 , 4 2 0 8 , 2 6 4 7 , 1 1 8 1 , 1 7 0 2 , 2 1 5 5 , 5 5 6 6 , 3 4 6 3 , 2 1 4 2 , 2 1 0 4 5 , 6 1 1 2 , 6 6 4 2 5 , 3 5 4 6 , 1 2 5 8 1 , 9 3 1 6 , 0 2 6 1 0 , 5 1 3 6 9 , 2 1 6 0 4 , 2 9 3 2 , 3 1 2 1 9 , 6 5 5 5 1 , 5 1 3 5 8 , 9 1 3 9 2 , 3 1 3 2 7 , 9 1 2 8 3 , 5 1 0 0 3 , 7 1 9 7 2 , 6 0 4 1 , 4 2 0 5 , 0 3 4 0 2 , 1 1 0 8 0 , 9 1 3 5 , 9 6 7 2 , 3 1 7 9 7 , 7 6 5 7 , 5 2 3 8 , 8 1 5 7 0 , 6 9 1 4 , 0 2 8 4 7 , 5 2 9 1 8 , 0 2 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 9 9 3 , 5 3 0 8 7 , 1 6 3 5 , 1 1 7 4 8 , 5 9 9 8 , 3 1 1 8 1 , 5 9 7 3 , 0 1 9 5 8 8 8 4 , 0 1 8 3 8 , 3 3 7 0 4 , 3 1 5 5 5 , 1 1 8 2 3 , 0 1 3 8 7 , 5 1 3 2 7 , 1 1 6 3 8 , 3 1 1 9 4 , 3 6 4 4 , 3 5 0 9 , 5 2 7 3 1 , 8 3 6 6 , 7 1 6 5 , 6 4 8 6 , 6 8 3 3 , 5 2 8 9 , 4 6 2 4 , 5 1 0 4 2 , 5 3 2 6 , 3 1 7 6 0 , 1 2 8 3 2 , 7 1 2 1 8 , 0 3 4 4 7 , 1 9 0 1 , 0 1 8 3 3 , 3 4 1 7 , 6 5 3 8 , 9 4 8 5 , 2 7 4 5 , 1 1 5 7 , 2 4 7 0 , 3 2 8 4 7 , 1 8 9 2 , 8 5 6 9 , 2 0 4 9 , 3 9 5 6 , 3 4 6 4 , 3 8 8 7 , 2 4 9 6 7 9 5 , 4 7 6 0 , 3 7 1 4 , 1 0 7 9 , 2 2 9 5 , 6 9 5 4 , 2 4 7 7 6 0 4 , 3 5 3 8 6 9 7 , 6 1 8 6 , 4 1 8 5 , 3 ) 9 7 3 ( 5 8 7 4 2 0 2 1 4 0 2 9 6 3 4 1 5 ) 6 5 4 , 5 ( 9 2 — 0 7 5 , 2 5 6 9 , 1 7 4 4 , 1 1 7 8 6 3 9 6 3 4 , 3 8 1 4 5 1 9 6 0 , 1 4 3 1 3 2 3 8 5 3 2 1 1 4 4 4 3 6 8 6 2 9 1 8 , 3 5 5 2 , 2 7 0 3 4 2 4 , 1 0 3 8 , 5 3 0 9 6 , 1 8 8 2 , 1 1 — 6 9 6 , 3 1 2 1 8 , 4 5 6 8 , 9 0 2 7 , 2 9 5 4 , 0 1 8 3 8 , 3 3 0 6 9 , 0 1 6 5 7 , 9 1 5 5 , 9 2 1 9 , 4 1 7 8 7 , 0 1 6 3 2 , 1 1 3 7 4 , 3 2 9 2 , 3 6 3 8 , 4 2 7 3 1 , 8 2 3 4 , 7 8 7 9 , 5 0 9 5 , 6 7 9 8 , 4 7 4 3 , 4 8 4 5 , 2 1 4 7 9 , 4 2 0 5 , 1 1 9 2 8 , 0 2 2 6 8 , 5 1 0 6 7 , 0 3 $ r e t n e C n w o T s n o m m o C S 4 8 4 7 , 1 9 0 1 , 0 1 5 6 0 , 9 4 1 7 , 6 5 3 8 , 9 4 8 5 , 2 2 4 1 , 5 1 5 7 , 2 4 7 0 , 3 2 5 2 6 , 1 2 3 1 , 8 5 9 2 , 2 0 4 9 , 3 9 5 6 , 3 8 2 6 , 2 8 8 7 , 2 4 9 6 7 9 5 , 4 3 3 0 , 3 7 1 4 , 1 0 7 9 , 2 3 6 5 , 6 9 5 4 , 2 4 7 7 6 6 4 , 2 3 3 8 1 6 6 , 6 2 1 6 , 4 3 3 5 , 3 r e t n e C n w o T s t h g i e H e g i r e m A g n i s s o r C t r o p r i A r e t n e C t e k r a M m r a F n r u b h s A e c a l p t e k r a M m e h t n A a z a l P a i s a t s a n A r e t n e C g n i p p o h S a s e M a o b l a B r e t n e C g n i p p o h S a r u t n e v A r e t e m i r e P d r o f h s A r e t n e C a t s u g u A s n o m m o C e r i h s k r e B e r a u q S e l a d g n i m o o l B a z a l P s e k a L n o t n y o B r e t n e C d r a v e l u o B s n o m m o C t t e k c e B e r a u q S w e i v e l l e B a z a l P d o o w t n e r B a t s i V a L f f i l c r a i r B e g a l l i V f f i l c r a i r B t r u o C d a e h k c u B e r a u q S y e l k c u B n o t e g d i r B r t C g n i p p o h S e c a l P r e t l a w k c u B I I I y e l e e r G f o e c a l p r e t n e C a z a l P d o o w e s a h C e v o r G y r r e h C e r a u q S e g d i r b m a C s n o m m o C l e m r a C g n i s s o r C o g i l a C e t a G e g a i r r a C 113 . . P L , S R E T N E C Y C N E G E R D N A N O I T A R O P R O C S R E T N E C Y C N E G E R — — — 6 3 4 , 8 s e g a g t r o M — — — — — — — — — — — — — — 6 7 9 , 9 3 — — — — — 6 8 7 — 3 9 3 — — 2 5 6 , 6 1 — 5 5 5 , 3 t s o C l a t o T f o t e N d e t a l u m u c c A n o i t a i c e r p e D d e t a l u m u c c A n o i t a i c e r p e D l a t o T d l e h s e i t r e p o r P e l a S r o f & g n i d l i u B s t n e m e v o r p m I d n a L t s o C d e z i l a t i p a C o t ) 2 ( t n e u q e s b u S n o i t i s i u q c A & g n i d l i u B s t n e m e v o r p m I d n a L n o i t a i c e r p e D d e t a l u m u c c A d n a e t a t s E l a e R d e t a d i l o s n o C - I I I e l u d e h c S 2 1 0 2 , 1 3 r e b m e c e D ) s d n a s u o h t n i ( t s o C l a t o T t s o C l a i t i n I 4 2 2 , 2 1 4 4 7 , 8 4 6 0 9 , 9 1 2 4 7 , 4 1 3 3 0 , 6 1 7 4 , 6 1 9 6 0 , 9 2 3 7 8 , 5 0 9 6 , 2 2 8 1 9 , 7 0 8 3 , 5 2 0 8 3 , 0 1 3 3 9 , 0 1 5 2 7 , 1 1 5 4 , 1 1 2 2 9 , 5 2 8 5 , 5 3 9 9 , 4 1 5 7 9 , 4 3 0 3 2 , 7 9 8 0 , 2 1 5 0 0 , 0 2 2 3 5 , 4 2 6 9 , 1 6 5 3 , 2 1 4 7 5 , 2 2 9 2 1 , 5 2 0 9 2 , 7 0 3 0 , 3 3 3 3 9 , 3 5 7 7 9 , 0 1 5 9 1 , 6 1 4 9 9 , 5 9 5 7 , 2 1 5 9 1 , 6 9 5 7 , 1 8 3 6 , 3 1 8 4 , 2 3 2 5 , 1 1 1 0 6 0 , 4 5 5 3 9 1 9 , 1 2 9 9 , 4 3 1 3 , 3 8 1 5 7 2 1 , 9 5 3 3 , 3 2 1 2 , 2 9 4 3 , 4 9 3 0 , 4 4 8 0 , 3 3 2 5 , 4 8 7 0 , 1 2 0 0 , 1 8 3 1 4 0 6 , 4 1 1 2 , 6 1 6 0 , 0 1 2 5 4 , 3 6 2 7 , 1 6 7 3 , 7 4 6 6 , 3 7 8 0 , 1 8 1 2 , 8 1 3 0 5 , 1 6 1 0 1 , 6 2 1 0 5 , 6 1 1 7 6 , 9 2 5 9 , 8 1 2 9 5 , 0 4 4 7 8 , 5 0 5 7 , 6 2 3 7 2 , 8 9 9 2 , 7 2 2 7 3 , 5 1 6 4 2 , 4 1 3 4 2 , 2 8 7 5 , 0 2 7 5 2 , 9 4 9 7 , 7 2 4 3 , 9 1 4 1 0 , 9 3 4 1 3 , 0 1 2 1 6 , 6 1 3 8 0 , 1 2 4 3 5 , 5 0 0 1 , 2 0 6 9 , 6 1 5 8 7 , 8 2 0 9 1 , 5 3 2 4 7 , 0 1 6 5 7 , 4 3 9 0 3 , 1 6 1 4 6 , 4 1 2 8 2 , 7 1 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 2 2 3 , 8 5 6 9 , 6 3 7 4 9 , 2 1 4 9 0 , 8 7 0 9 , 7 6 5 2 , 2 1 4 9 7 , 7 2 7 3 0 8 , 0 1 8 7 0 , 4 5 8 0 , 1 2 2 7 3 , 2 1 6 4 9 , 8 8 6 5 , 1 6 3 2 , 7 1 7 2 5 , 7 7 3 8 , 4 2 4 7 , 1 1 9 8 9 , 7 2 4 7 4 , 7 2 7 5 , 1 1 8 0 9 , 7 4 9 1 , 4 8 8 5 , 1 9 4 8 , 3 1 3 6 9 , 6 1 0 3 5 , 8 2 6 0 6 , 8 5 8 7 , 9 7 3 6 , 8 4 8 4 , 1 1 9 7 1 , 3 1 6 9 8 , 9 8 3 5 , 4 2 4 5 1 , 3 1 7 0 4 , 8 4 6 7 , 1 6 9 6 , 6 8 9 7 , 2 1 7 6 8 , 5 7 4 9 , 5 1 5 9 1 , 4 4 1 2 , 6 0 0 0 , 3 0 0 3 , 5 5 7 6 2 4 3 , 3 0 3 7 , 1 7 5 9 , 2 0 0 6 , 7 5 2 0 , 1 1 0 4 8 , 2 0 4 0 , 5 ) 2 2 ( 2 9 8 , 1 2 3 6 9 8 5 5 9 4 3 4 8 9 3 6 0 2 3 7 ) 2 7 5 , 6 5 ( 6 8 3 5 6 7 — 8 3 3 ) 1 0 1 ( 2 0 3 , 1 4 0 2 8 1 6 0 1 1 — 5 7 1 , 3 1 ) 3 2 5 , 5 ( 2 1 5 0 4 3 , 1 1 1 1 , 3 2 2 8 , 1 1 0 6 6 , 6 6 3 1 , 2 1 7 9 , 4 2 2 7 6 , 2 5 7 5 1 , 3 3 0 1 , 4 6 2 ) 9 0 7 , 8 ( 6 9 2 , 2 5 9 0 5 4 3 3 1 7 6 1 3 3 8 2 2 0 1 5 , 1 4 4 3 , 8 2 2 4 , 5 3 5 1 3 , 2 1 4 0 0 , 8 4 4 9 , 6 4 4 2 , 2 1 8 6 8 , 6 2 4 1 0 6 , 0 1 5 0 0 , 4 1 4 8 , 2 4 1 0 0 , 2 1 1 8 1 , 8 8 6 5 , 1 4 3 9 , 5 1 9 8 1 , 7 8 3 9 , 4 8 3 5 , 1 1 1 7 3 , 7 2 0 7 3 , 7 2 7 5 , 1 1 7 6 3 , 1 1 8 6 1 , 4 0 1 5 , 8 7 8 5 , 1 1 6 5 8 , 6 1 1 2 0 , 8 2 3 7 2 , 8 3 1 1 , 9 4 3 1 , 7 3 5 1 , 1 1 1 5 9 , 2 1 6 9 8 , 9 9 8 1 , 4 2 4 5 1 , 3 1 7 0 4 , 8 2 7 7 , 1 4 7 6 , 6 0 4 7 , 2 1 7 6 8 , 5 4 4 9 , 5 1 4 9 1 , 4 1 3 0 , 1 4 5 8 9 , 2 0 0 3 , 5 5 7 6 2 4 3 , 3 0 3 7 , 1 7 5 9 , 2 0 0 6 , 7 5 2 0 , 1 1 4 3 8 , 2 0 4 0 , 5 9 3 2 , 5 1 0 4 3 , 1 8 9 2 , 2 7 7 0 , 3 4 2 9 , 1 1 0 6 6 , 6 6 3 1 , 2 1 7 9 , 4 2 5 6 6 , 2 5 7 5 1 , 3 3 0 1 , 4 ) 1 ( s r e t n e C g n i p p o h S r e t n e C g n i p p o h S y e l l a V n o t y a l C n o i t a t S e r i h s e h C r e t n e C t e k r a M s i l l a v r o C g n i s s o r C s n a r h c o C ' e g a l l i V w e r c s k r o C e r a u q S e n o t s r e n r o C r e t n e C e d r e V a t s o C m o c d n a L d r a y t r u o C e d a n n o l o C r e p e p l u C g n i s s o r C e n n e d r a D r e t n e C n w o T s g n i r p S r e e D e g a l l i V y d o o w n u D e t n i o P t s a E r e t n e C e n w o T t s a E m u r t c e p S k l e D a z a l P o l b a i D n T n o s k c i D r e t n e C g n i p p o h S o n i m a C l E a z a l P y a w k r a P e t r o N l E a z a l P o t i r r e C l E e d n a r G a n i c n E r e t n e C g n i p p o h S x a f r i a F e c a l p t e k r a M n o t n e F d n a l s I g n i m e l F n o c l a F r e t n e C e g a l l i V y e l l a V h c n e r F r e t n e C n o i s s i M s r a i r F e r a u q S s n e d r a G 1 0 1 y a w e t a G a z a l P t e k r a M e k a l t s e W ' s n o s l e G r e t n e C g n i p p o h S y a w e t a G a z a l P k a O n e l G 114 . . P L , S R E T N E C Y C N E G E R D N A N O I T A R O P R O C S R E T N E C Y C N E G E R — — 3 5 6 , 2 1 s e g a g t r o M — — — — — — — — — — — — — — — — — — — — — — — — — — — 3 0 1 , 3 1 1 4 0 , 3 9 9 5 , 3 5 4 5 , 1 3 9 9 4 , 0 1 8 2 9 , 1 1 7 9 , 5 2 5 4 2 , 8 2 9 1 , 0 1 0 9 3 , 2 1 7 1 3 , 8 2 2 7 5 8 5 7 , 8 6 6 4 7 6 8 , 8 8 1 8 , 2 0 6 9 , 6 1 4 5 2 , 5 1 9 2 , 8 1 0 7 5 , 3 3 8 3 9 , 3 4 2 0 7 , 2 3 2 6 , 0 1 2 0 6 , 0 1 8 5 3 , 8 9 7 5 , 1 8 5 3 , 2 2 7 4 9 , 6 0 5 6 , 8 9 4 9 , 6 7 2 2 , 8 1 1 9 , 7 3 9 8 , 7 6 1 6 , 8 t s o C l a t o T f o t e N d e t a l u m u c c A n o i t a i c e r p e D n o i t a i c e r p e D d e t a l u m u c c A d n a e t a t s E l a e R d e t a d i l o s n o C - I I I e l u d e h c S 2 1 0 2 , 1 3 r e b m e c e D ) s d n a s u o h t n i ( t s o C l a t o T t s o C l a i t i n I d e t a l u m u c c A n o i t a i c e r p e D l a t o T d l e h s e i t r e p o r P e l a S r o f & g n i d l i u B s t n e m e v o r p m I d n a L t s o C d e z i l a t i p a C o t ) 2 ( t n e u q e s b u S n o i t i s i u q c A & g n i d l i u B s t n e m e v o r p m I d n a L ) 1 ( s r e t n e C g n i p p o h S 8 0 1 , 3 9 5 6 , 2 5 9 1 6 5 1 8 8 3 , 1 1 0 6 6 , 3 4 8 6 — 2 6 6 , 0 1 9 4 2 0 6 2 , 1 2 3 4 0 6 , 1 1 9 6 9 9 8 , 6 3 9 6 4 7 9 , 1 0 5 4 , 7 1 6 6 8 7 9 1 , 6 6 6 0 , 1 0 8 5 , 4 1 4 2 9 2 7 7 9 2 5 8 , 3 3 6 7 7 6 9 , 2 9 1 4 , 1 2 1 0 , 4 0 2 3 , 3 3 6 9 , 3 7 0 7 , 6 4 0 2 , 4 3 4 9 6 , 0 1 4 8 0 , 2 9 5 3 , 7 3 5 0 9 , 1 1 6 7 8 , 0 1 0 9 3 , 2 1 9 7 9 , 8 3 1 2 8 8 1 0 , 0 1 8 9 4 1 7 4 , 0 1 9 0 5 , 3 9 5 8 , 3 2 7 4 9 , 5 5 6 2 , 0 2 0 2 0 , 1 5 5 3 1 , 0 5 8 6 5 , 3 9 8 6 , 1 1 2 8 1 , 5 1 9 9 3 , 8 1 7 8 , 1 5 3 3 , 3 2 9 9 7 , 0 1 3 1 4 , 9 6 1 9 , 9 6 4 6 , 9 3 2 9 , 1 1 3 1 2 , 1 1 9 7 5 , 2 1 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 3 1 5 , 5 5 0 5 , 1 2 4 5 4 , 8 5 9 1 , 1 7 2 1 , 9 2 — 1 2 6 , 9 7 7 6 , 3 1 7 8 , 8 3 4 1 8 9 8 0 , 5 1 3 2 2 4 8 , 4 9 0 9 , 1 5 2 1 , 8 1 1 3 7 , 2 8 0 1 , 5 1 1 1 2 , 1 4 6 8 1 , 2 3 8 6 2 , 2 4 6 4 , 6 8 8 8 , 2 1 4 4 5 , 3 6 5 3 , 1 3 3 5 , 6 1 5 5 9 , 6 3 1 8 , 3 7 8 8 , 7 1 8 7 , 5 0 1 0 , 8 3 8 1 , 9 0 0 8 , 0 1 4 9 1 , 1 9 9 6 , 2 1 0 4 2 , 2 9 8 8 2 3 2 , 8 4 8 2 , 2 9 9 1 , 7 0 9 3 , 2 1 7 8 0 1 9 2 9 , 4 7 6 2 9 2 6 , 5 0 0 6 , 1 4 3 7 , 5 6 1 2 , 3 7 5 1 , 5 9 0 8 , 9 9 4 9 , 7 1 0 0 3 , 1 5 2 2 , 5 4 9 2 , 2 5 5 8 , 4 5 1 5 2 0 8 , 6 4 4 8 , 3 0 0 6 , 5 9 2 0 , 2 5 6 8 , 3 3 1 9 , 3 0 3 0 , 2 9 7 7 , 1 — 2 3 1 3 2 0 , 3 ) 5 9 6 , 3 ( 6 6 8 8 7 1 — — 2 8 8 , 2 1 5 5 2 1 9 7 2 — 5 1 4 , 1 1 3 9 2 8 6 0 3 , 1 4 0 2 9 0 1 8 7 7 4 — 9 0 1 9 3 3 6 5 3 9 3 1 6 7 2 0 3 6 3 1 4 2 3 0 4 7 1 8 3 , 5 2 8 4 , 8 1 4 5 4 , 8 9 5 0 , 3 0 6 2 , 8 2 — 3 4 4 , 9 7 7 6 , 3 7 9 0 , 6 2 8 0 8 5 6 0 , 5 0 3 2 4 6 5 , 4 9 0 9 , 1 9 0 7 , 6 1 9 7 7 , 2 9 7 2 , 4 1 5 0 9 , 9 3 5 8 9 , 1 3 9 5 1 , 2 5 4 4 , 6 1 4 8 , 2 1 4 4 5 , 3 6 4 2 , 1 4 2 2 , 6 1 9 9 5 , 6 6 5 7 , 3 2 3 6 , 7 1 5 7 , 5 4 7 8 , 7 9 5 8 , 8 0 6 0 , 0 1 4 9 1 , 1 9 9 6 , 2 1 0 4 2 , 2 0 2 7 , 2 2 3 2 , 8 4 8 2 , 2 9 9 1 , 7 0 9 3 , 2 1 — 7 7 6 2 9 2 9 , 4 9 2 6 , 5 0 0 6 , 1 4 3 7 , 5 7 3 1 , 3 7 5 1 , 5 9 0 8 , 9 6 4 9 , 7 1 0 0 3 , 1 7 6 1 , 5 4 9 2 , 2 5 5 8 , 4 5 1 5 2 7 7 , 6 4 4 8 , 3 8 1 5 , 5 8 0 0 , 2 5 6 8 , 3 3 1 9 , 3 0 3 0 , 2 9 7 7 , 1 e n o t s d l e i F e g a l l i V h t e p r a H e g a l l i V d o o w n e l G a z a l P s l l i H n e d l o G a z a l P e g d i R d n a r G s g n i r p S d o o w n e e r G k c o c n a H g n i s s o r C s i r r a H d n a L e g a t i r e H a z a l P e g a t i r e H y e h s r e H a z a l P k e e r C y r o k c i H e g a l l i V t s e r c l l i H n o i l i v a P a i n r e b i H a z a l P a i n r e b i H e g a l l i V l l i M l l e w o H r e n r o C s n o t r o H ' r e t n e C e n w o T o i d n I r e t n e C n w o T r e l l e K a z a l P d o o w e l g n I e r a u q S n o s r e f f e J e c a l P t n e K k r a P e d y H e l a d s n i H r e t n e C y n a b l A w e N r e g o r K y t i C n u S g n i s s o r C s g n i K s n o m m o C d o o w k r i K r e t n e C y c a g e L / n o n a b e L e r a u q S n o t e l t t i L g n i K d y o l L a z a l P e n i P e k a L r e t n e C n o n a b e L e l l i v s p l u K 115 . . P L , S R E T N E C Y C N E G E R D N A N O I T A R O P R O C S R E T N E C Y C N E G E R — — — — — — — — — — — — — 0 0 3 , 0 1 4 8 2 , 7 4 4 8 , 5 1 — — — — — — — 1 1 7 , 5 1 7 7 , 1 1 — — 0 4 6 , 5 — — — — 0 4 1 , 4 1 0 9 5 , 1 1 4 4 0 , 9 2 7 7 4 , 5 1 7 9 2 , 2 1 9 4 2 , 2 1 6 1 5 , 2 1 3 6 7 , 8 2 7 1 , 5 6 9 1 , 1 1 3 4 0 , 6 6 3 8 , 9 4 9 4 , 6 7 0 3 , 3 1 9 1 1 , 4 1 8 1 1 , 9 2 0 0 6 , 6 7 1 1 , 9 1 6 7 4 , 7 1 7 3 0 , 8 1 4 8 1 , 9 1 6 8 7 , 5 3 6 0 , 2 1 1 3 3 , 0 1 8 7 1 , 4 3 6 9 1 , 8 6 1 5 , 2 1 4 7 6 , 1 1 0 7 9 , 8 3 5 8 , 3 5 6 5 , 2 1 9 7 1 , 9 s e g a g t r o M t s o C l a t o T f o t e N d e t a l u m u c c A n o i t a i c e r p e D n o i t a i c e r p e D d e t a l u m u c c A d n a e t a t s E l a e R d e t a d i l o s n o C - I I I e l u d e h c S 2 1 0 2 , 1 3 r e b m e c e D ) s d n a s u o h t n i ( t s o C l a t o T t s o C l a i t i n I 7 8 0 , 9 0 7 7 , 3 6 6 0 , 3 7 1 8 7 1 0 , 1 6 1 4 , 4 6 4 5 , 4 8 5 1 , 3 4 2 4 , 1 7 9 0 , 2 7 1 9 , 4 3 5 3 , 4 8 7 8 , 3 6 7 3 , 5 2 7 3 , 7 3 3 8 , 2 2 8 1 , 6 5 5 6 , 4 9 3 3 , 1 2 9 3 , 7 1 1 2 5 8 7 , 2 3 2 8 , 1 8 9 0 , 4 3 0 4 , 1 5 7 6 , 2 8 9 6 , 2 6 3 7 7 6 1 , 5 8 1 5 5 0 8 3 5 4 , 6 7 2 2 , 3 2 0 6 3 , 5 1 0 1 1 , 2 3 4 9 2 , 6 1 4 1 3 , 3 1 5 6 6 , 6 1 2 6 0 , 7 1 1 2 9 , 1 1 6 9 5 , 6 3 9 2 , 3 1 0 6 9 , 0 1 9 8 1 , 4 1 2 7 3 , 0 1 3 8 6 , 8 1 1 9 4 , 1 2 1 5 9 , 1 3 2 8 7 , 2 1 2 7 7 , 3 2 5 1 8 , 8 1 9 2 4 , 5 2 5 9 3 , 9 1 1 7 5 , 8 6 8 8 , 3 1 9 2 4 , 4 1 1 8 5 , 5 3 1 7 8 , 0 1 4 1 2 , 5 1 0 1 4 , 2 1 7 3 1 , 4 1 1 7 3 , 4 0 7 3 , 3 1 2 3 6 , 5 1 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 4 4 2 , 9 1 0 4 9 , 9 9 4 7 , 5 1 9 3 8 , 9 7 1 7 , 6 5 6 2 , 2 1 2 6 0 , 5 1 1 9 5 , 0 1 9 6 8 , 4 2 0 2 , 8 4 6 1 , 9 9 8 1 , 1 1 3 7 3 , 7 3 8 3 , 4 1 1 2 8 , 8 1 8 7 7 , 3 1 0 7 3 , 0 1 2 7 2 , 1 1 1 9 6 , 8 9 2 5 , 0 2 7 2 7 , 3 1 2 0 8 , 6 5 7 8 , 8 7 6 7 , 1 1 0 9 9 , 8 2 1 7 8 , 6 1 1 7 , 1 1 4 9 5 , 0 1 9 6 7 , 1 1 0 0 3 , 2 3 7 8 , 7 0 2 8 , 2 1 d e t a l u m u c c A n o i t a i c e r p e D l a t o T d l e h s e i t r e p o r P e l a S r o f & g n i d l i u B s t n e m e v o r p m I 3 8 9 , 3 0 2 4 , 5 1 6 3 , 6 1 d n a L 5 5 4 , 6 7 9 5 , 6 0 0 4 , 4 0 0 0 , 2 0 3 3 , 1 7 2 7 , 1 1 9 0 , 5 6 9 7 , 1 0 0 0 , 3 9 9 9 , 2 0 0 3 , 4 0 7 6 , 2 3 7 1 , 8 1 2 1 4 , 2 0 0 5 , 2 1 4 2 1 , 0 1 0 0 9 , 4 8 6 6 , 5 9 6 7 , 1 1 1 0 , 5 2 6 6 , 2 1 9 5 , 6 0 0 0 , 4 3 0 5 , 3 6 1 8 , 1 8 6 3 , 2 1 7 0 , 2 7 9 4 , 5 2 1 8 , 2 t s o C d e z i l a t i p a C o t ) 2 ( t n e u q e s b u S n o i t i s i u q c A & g n i d l i u B s t n e m e v o r p m I d n a L ) 1 ( s r e t n e C g n i p p o h S 7 5 5 0 9 4 — 4 5 1 , 3 ) 6 3 8 , 5 ( 0 2 8 6 8 3 , 5 5 2 1 , 5 5 1 5 1 9 2 5 , 4 1 6 4 8 0 6 2 3 4 0 2 4 4 2 2 0 2 2 5 7 5 — 5 5 7 — 0 5 1 3 8 1 3 8 4 4 2 3 0 2 0 4 9 7 4 6 3 ) 4 8 ( 1 8 1 ) 2 2 9 , 2 ( 7 8 6 , 8 1 0 5 4 , 9 4 6 9 , 2 1 9 3 8 , 9 8 4 2 , 9 5 4 4 , 1 1 6 7 6 , 9 9 0 5 , 5 5 8 8 , 4 0 0 1 , 8 8 5 3 , 5 8 2 7 , 0 1 5 6 7 , 6 1 5 9 , 3 1 1 0 4 , 8 1 4 5 5 , 3 1 0 5 1 , 0 1 7 9 6 , 0 1 1 9 6 , 8 4 7 7 , 9 1 7 2 7 , 3 1 2 5 6 , 6 2 9 6 , 8 4 8 2 , 1 1 6 6 9 , 8 2 8 6 6 , 6 1 7 6 , 1 1 5 1 5 , 0 1 5 0 4 , 1 1 4 8 3 , 2 0 9 6 , 9 9 3 6 , 2 1 3 8 9 , 3 0 2 4 , 5 2 9 9 , 5 1 5 5 4 , 6 2 0 9 , 9 0 0 4 , 4 0 0 0 , 2 7 8 2 , 1 6 0 7 , 1 2 4 0 , 5 3 7 0 , 1 0 0 0 , 3 9 9 9 , 2 0 0 3 , 4 0 7 6 , 2 3 7 1 , 8 1 2 1 4 , 2 0 0 5 , 2 1 4 2 1 , 0 1 0 0 9 , 4 8 6 6 , 5 9 6 7 , 1 1 1 0 , 5 2 6 6 , 2 1 9 5 , 6 0 0 0 , 4 3 0 5 , 3 6 1 8 , 1 8 6 3 , 2 1 7 0 , 2 2 0 6 , 6 2 1 8 , 2 a i n r o f i l a C a z a l P s n n a m h e o L s n o m m o C h t e r a z a N r e w o L r e t n e C e d a n n o l o C t a t e k r a M ' a z a l P s n n a m h e o L g n i s s o r C z t i p O t a t e k r a M t s e r o F n o t s e r P t a t e k r a M k c o R d n u o R t a t e k r a M r e t n e C g n i p p o h S e c a l p t e k r a M r e t n e C g n i p p o h S r e p p o h l l i M e t a g r a i r B t a e c a l p t e k r a M s n o m m o C k e e r C e l d d i M k e e r C n o s k c a J t n e m u n o M n o m m o C d r i b g n i k c o M e c a l p t e k r a M l l i h y r r u M a z a l P e d i s g n i n r o M r e t n e C n w o T e e t a c o N s l l i H h t r o N e c a l p t e k r a M e t a g h t r o N e r a u q S y r r e b w e N r e t n e C d n a l w e N k l a W s e l p a N ) d a o R n w o t x a M ( a z a l P e t a g h t r o N r e t n e C n w o T e d a h S k a O e r a u q S e t a g h t r o N e g a l l i V e k a l h t r o N s n o m m o C f a e l k a O a z a l P k o o r b k a O s r e n r o C a l a c O I I r e t n e C t e k r a M s d r a h c r O a z a l P e n i t s u g u A t S d l O l a r t n e C & g r u b e g n a r O a z a l P y r r e F s e c a P 116 . . P L , S R E T N E C Y C N E G E R D N A N O I T A R O P R O C S R E T N E C Y C N E G E R — — — — — 5 7 5 , 8 0 0 8 , 3 1 — — — — 0 0 8 , 6 — — — — — — — — — — 4 2 6 , 7 1 0 0 0 , 9 0 0 1 , 1 2 — — — — — — — 2 0 9 , 3 2 8 9 1 , 7 1 4 1 9 , 7 1 3 4 7 , 3 2 6 6 5 , 3 1 5 4 5 , 4 9 9 1 , 1 1 7 5 0 , 1 3 0 8 5 , 6 1 0 0 6 , 3 4 1 5 , 3 1 0 6 8 , 0 1 2 9 6 , 8 1 7 3 7 1 2 1 , 6 9 4 9 , 4 1 1 2 7 , 7 5 3 4 , 4 9 7 3 , 6 1 8 9 , 4 1 5 3 5 , 6 7 5 8 , 4 3 9 7 4 , 2 3 1 5 4 , 5 1 1 3 7 , 1 2 0 5 3 , 7 8 6 6 , 3 1 9 1 5 , 0 1 5 7 3 , 6 1 9 0 9 , 7 0 6 8 , 4 4 5 6 , 7 1 s e g a g t r o M t s o C l a t o T f o t e N d e t a l u m u c c A n o i t a i c e r p e D n o i t a i c e r p e D d e t a l u m u c c A d n a e t a t s E l a e R d e t a d i l o s n o C - I I I e l u d e h c S 2 1 0 2 , 1 3 r e b m e c e D ) s d n a s u o h t n i ( t s o C l a t o T t s o C l a i t i n I 7 2 6 , 7 1 2 5 , 8 6 9 3 , 8 2 3 2 , 1 1 0 7 2 , 4 8 9 4 , 2 0 1 7 , 3 3 4 3 , 9 5 7 5 , 9 9 9 4 , 2 8 4 0 , 4 6 4 9 , 4 1 7 9 5 5 4 , 1 1 2 3 5 7 , 7 1 9 0 8 , 1 0 0 1 , 2 6 5 4 , 3 2 6 1 , 3 2 5 0 , 3 8 8 8 1 7 6 7 5 , 3 8 4 7 , 6 1 3 7 , 1 6 4 2 , 6 3 7 6 5 7 8 , 1 9 8 2 , 3 7 9 4 , 1 4 9 8 , 3 9 2 5 , 1 3 9 1 7 , 5 2 0 1 3 , 6 2 5 7 9 , 4 3 6 3 8 , 7 1 3 4 0 , 7 9 0 9 , 4 1 0 0 4 , 0 4 5 5 1 , 6 2 9 9 0 , 6 2 6 5 , 7 1 6 0 8 , 5 1 3 6 6 , 9 1 8 5 7 6 7 5 , 7 2 0 7 , 2 3 0 3 5 , 9 5 3 5 , 6 5 3 8 , 9 3 4 1 , 8 1 7 8 5 , 9 5 4 9 , 4 3 5 5 0 , 6 3 9 6 1 , 6 1 9 7 4 , 8 2 1 8 0 , 9 4 1 9 , 9 1 2 9 1 , 1 1 0 5 2 , 8 1 8 9 1 , 1 1 7 5 3 , 6 8 4 5 , 1 2 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 7 1 3 , 6 1 2 2 5 , 0 2 7 5 1 , 1 2 5 7 1 , 9 2 6 3 5 , 1 1 5 7 3 , 6 5 8 6 , 0 1 2 5 1 , 2 3 5 6 0 , 1 2 8 0 9 , 4 8 9 3 , 3 1 7 3 7 , 8 8 5 5 , 9 9 5 6 , 3 2 5 7 5 2 9 , 7 2 2 9 0 , 5 5 3 0 , 5 1 0 6 , 7 3 4 8 , 8 7 8 2 , 8 6 5 0 , 8 2 0 5 2 , 7 1 0 4 5 , 7 9 7 3 , 9 1 0 5 3 , 6 9 3 4 , 6 1 0 4 5 , 4 0 3 3 , 1 1 7 0 1 , 6 4 9 2 , 3 8 8 3 , 1 1 2 1 2 , 5 1 6 6 3 , 2 7 9 1 , 5 3 5 1 , 5 0 0 8 , 5 0 0 3 , 6 8 6 6 4 2 2 , 4 8 4 2 , 8 0 9 0 , 5 1 9 1 , 1 4 6 1 , 4 9 6 0 , 7 5 0 1 , 0 1 7 1 9 , 3 6 7 7 7 , 4 8 3 4 , 4 0 0 5 , 1 4 3 2 , 2 0 0 3 , 9 0 0 3 , 1 9 8 8 , 6 6 7 7 5 0 5 2 3 0 , 1 5 4 5 5 5 1 0 0 6 5 3 4 , 1 3 0 5 , 4 6 3 2 6 6 3 5 1 1 ) 8 7 1 ( 4 4 8 5 7 ) 8 4 ( 1 4 7 , 2 8 1 1 8 9 6 8 6 7 1 6 — 5 0 8 , 8 1 ) 0 3 1 , 1 ( 9 2 6 , 8 0 0 1 , 9 1 3 7 , 2 5 7 4 , 3 2 5 6 , 6 0 2 9 , 6 1 9 0 , 5 3 6 0 , 3 0 6 1 , 0 1 ) 0 1 ( 3 5 3 2 0 , 1 7 7 — 2 3 1 3 2 1 1 5 2 2 3 8 4 7 , 4 1 6 4 7 , 9 1 2 5 6 , 0 2 3 4 1 , 8 2 1 9 9 , 0 1 0 2 2 , 6 9 0 1 , 0 1 6 1 7 , 0 3 5 6 9 , 7 1 2 7 6 , 4 2 3 0 , 3 1 2 2 6 , 8 5 0 5 , 9 6 1 6 , 3 1 9 1 , 5 2 0 4 1 , 5 7 1 9 , 4 3 0 9 , 6 5 7 0 , 8 6 2 2 , 8 6 5 0 , 8 2 4 8 9 , 7 1 3 2 5 , 7 6 5 3 , 8 1 0 6 3 , 6 2 6 3 , 6 1 — 8 9 1 , 1 1 5 8 9 , 5 3 4 2 , 3 9 6 2 , 1 1 d e t a l u m u c c A n o i t a i c e r p e D l a t o T d l e h s e i t r e p o r P e l a S r o f & g n i d l i u B s t n e m e v o r p m I d n a L t s o C d e z i l a t i p a C o t ) 2 ( t n e u q e s b u S n o i t i s i u q c A & g n i d l i u B s t n e m e v o r p m I 4 1 4 , 4 1 d n a L 7 9 1 , 5 3 5 1 , 5 0 0 8 , 5 0 0 3 , 6 8 6 6 0 0 2 , 4 8 4 2 , 8 7 8 6 , 3 1 9 1 , 1 4 6 1 , 4 9 6 0 , 7 6 3 3 , 0 1 7 1 9 , 3 0 7 7 , 4 8 3 4 , 4 0 0 5 , 1 4 3 2 , 2 0 0 3 , 9 0 0 3 , 1 9 8 8 , 6 1 0 2 , 9 1 3 9 5 , 8 0 0 1 , 9 1 3 7 , 2 5 7 4 , 3 3 9 1 , 1 1 0 2 9 , 6 1 9 0 , 5 3 6 0 , 3 7 5 9 , 9 ) 1 ( s r e t n e C g n i p p o h S e g a l l i V e e r t r a e P k e e r C r e h t n a P g n i s s o r C a m P i k e e r C e k i P e g a l l i V e k a L e n i P a z a l P e e r T e n i P a s o m r e H a z a l P e r a u q S y r r e F s r e w o P e g a l l i V y r r e F s r e w o P g n i s s o r C y t i C e i r i a r P a z a l P t e e r t S l l e w o P k o o r b n o t s e r P k n a B d e R ) s u g u a S ( r a l o S y c n e g e R s n o m m o C y c n e g e R r e t n e C n w o T l l a w k c o R e r a u q S y c n e g e R a z a l P o r d n a e L n a S s g n i r p S y d n a S s e p p o h S e l o n i m e S n o i t a t S a i o u q e S I I d o o w r e h S s u g u a S e g d i R l l e s s u R h s i m a m m a S a z a l P a n o R e g a l l i V e p o h r i a F t a s e p p o h S r e t n e C t e k r a M d o o w r e h S 4 0 1 @ s e p p o h S k a O e d n a r G f o s e p p o h S r e t n e C y t n u o C t a s p o h S a n o z i r A t a s p o h S 117 . . P L , S R E T N E C Y C N E G E R D N A N O I T A R O P R O C S R E T N E C Y C N E G E R — — — — — — — — — — 0 0 9 , 3 1 — — — — — — 0 0 8 , 9 1 8 8 8 , 1 1 — 2 1 1 , 1 4 — — — — — — — — — — — 3 6 3 7 9 7 , 2 4 8 1 , 8 7 7 6 , 4 0 5 9 , 6 2 5 1 6 , 0 1 3 8 0 , 0 1 3 6 3 , 2 1 2 4 2 , 1 9 8 0 , 3 4 9 2 , 9 1 5 6 1 , 8 4 8 0 1 , 9 6 0 2 , 8 3 5 6 , 7 1 7 1 3 , 8 6 6 8 , 1 1 3 2 6 , 8 1 6 7 1 , 8 4 7 3 6 , 5 2 3 8 , 3 5 7 5 0 , 2 2 5 2 5 , 0 8 7 4 7 , 4 2 0 3 8 , 8 4 8 9 , 1 2 0 8 0 , 2 1 5 3 7 , 4 8 8 1 , 3 6 4 9 , 0 1 7 3 5 , 6 8 8 6 , 4 s e g a g t r o M t s o C l a t o T f o t e N d e t a l u m u c c A n o i t a i c e r p e D n o i t a i c e r p e D d e t a l u m u c c A d n a e t a t s E l a e R d e t a d i l o s n o C - I I I e l u d e h c S 2 1 0 2 , 1 3 r e b m e c e D ) s d n a s u o h t n i ( t s o C l a t o T t s o C l a i t i n I d e t a l u m u c c A n o i t a i c e r p e D l a t o T d l e h s e i t r e p o r P e l a S r o f & g n i d l i u B s t n e m e v o r p m I d n a L t s o C d e z i l a t i p a C o t ) 2 ( t n e u q e s b u S n o i t i s i u q c A & g n i d l i u B s t n e m e v o r p m I d n a L ) 1 ( s r e t n e C g n i p p o h S 4 2 7 7 4 0 2 , 1 1 6 8 , 1 4 4 3 6 3 0 , 4 4 5 7 , 4 4 9 4 , 4 3 1 5 7 9 1 6 4 1 , 6 6 3 7 , 6 9 3 2 , 3 3 1 5 , 4 7 7 1 , 2 8 8 5 , 3 9 1 2 , 2 9 8 7 , 5 0 0 0 , 2 4 1 6 , 3 6 6 9 , 8 3 6 3 , 9 4 5 1 0 9 0 , 1 1 6 3 5 , 2 0 7 0 , 2 6 1 4 , 6 7 4 1 1 3 9 6 5 9 , 2 7 6 6 9 4 0 , 5 7 6 3 9 6 5 , 3 8 8 3 , 9 8 3 5 , 6 4 9 2 , 7 2 1 5 6 , 4 1 7 3 8 , 4 1 7 5 8 , 6 1 5 5 7 , 1 6 8 2 , 3 0 4 4 , 5 2 1 0 9 , 4 5 7 4 3 , 2 1 9 1 7 , 2 1 0 3 8 , 9 1 5 0 9 , 1 1 5 8 0 , 4 1 2 1 4 , 4 2 6 7 1 , 0 5 1 5 2 , 9 8 9 7 , 2 6 0 2 4 , 1 3 9 7 6 , 0 8 7 3 8 , 5 3 6 6 3 , 1 1 4 5 0 , 4 2 6 9 4 , 8 1 2 8 8 , 4 9 1 1 , 4 2 0 9 , 3 1 4 0 2 , 7 7 3 7 , 9 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 1 3 1 8 6 0 , 2 2 0 9 , 7 2 4 1 , 4 0 8 5 , 5 1 7 1 2 , 1 1 7 3 5 , 3 1 5 4 4 , 2 1 4 8 6 , 1 3 0 0 , 2 4 9 5 , 2 1 4 7 7 , 6 2 7 8 2 , 8 9 3 4 , 8 0 0 8 , 0 1 5 0 7 , 0 1 6 1 8 , 0 1 2 5 8 , 5 1 1 3 2 , 7 3 8 6 3 , 8 5 3 5 , 5 4 0 2 2 , 6 2 6 0 9 , 1 6 6 1 9 , 7 1 6 6 0 , 7 5 5 9 , 2 1 1 1 6 , 4 1 2 1 7 , 2 2 3 8 , 1 8 3 0 , 0 1 2 3 3 , 3 1 4 2 , 8 6 3 2 1 0 5 , 1 6 8 4 , 1 6 9 3 , 2 4 1 7 , 1 1 4 3 4 , 3 0 0 3 , 1 2 1 4 , 4 1 7 3 8 2 , 1 6 4 8 , 2 1 7 2 1 , 8 2 0 6 0 , 4 0 8 2 , 4 0 3 0 , 9 0 0 2 , 1 9 6 2 , 3 0 6 5 , 8 5 4 9 , 2 1 3 8 8 3 6 2 , 7 1 0 0 2 , 5 3 7 7 , 8 1 1 2 9 , 7 1 0 0 3 , 4 9 9 0 , 1 1 5 8 8 , 3 0 7 1 , 2 7 8 2 , 2 4 6 8 , 3 2 7 8 , 3 6 9 4 , 1 — ) 9 0 3 ( 4 8 1 4 4 2 — 2 7 7 7 8 7 1 1 2 1 3 3 2 3 4 7 6 2 , 5 4 0 2 0 5 2 9 2 2 , 0 1 6 4 2 , 1 ) 5 4 ( 8 8 3 1 6 6 3 2 8 2 3 , 1 3 9 3 — 7 5 2 8 1 4 — 1 8 4 ) 1 0 8 , 5 ( ) 3 3 9 ( 0 3 8 , 2 4 3 4 5 4 1 3 1 4 1 0 , 2 7 1 7 , 7 8 9 8 , 3 0 8 5 , 5 1 5 4 4 , 0 1 0 5 7 , 2 1 5 3 2 , 2 1 3 8 6 , 1 0 7 9 , 1 2 6 1 , 2 1 3 2 1 , 2 2 4 8 0 , 8 9 8 1 , 8 5 4 5 , 5 9 5 4 , 9 1 6 8 , 0 1 4 6 4 , 5 1 9 6 1 , 7 3 2 3 1 , 8 5 2 2 , 4 4 7 2 8 , 5 2 6 0 9 , 1 6 9 5 6 , 7 1 8 4 6 , 6 5 5 9 , 2 1 1 3 1 , 4 1 4 8 8 , 5 5 6 7 , 2 2 3 2 , 7 8 9 2 , 3 7 8 7 , 7 6 3 2 3 6 8 , 1 7 8 4 , 1 6 9 3 , 2 4 1 7 , 1 1 4 3 4 , 3 0 0 3 , 1 2 1 4 , 4 1 7 3 8 2 , 1 6 4 8 , 2 1 1 1 5 , 7 2 0 6 0 , 4 0 8 2 , 4 7 5 0 , 4 0 0 2 , 1 9 6 2 , 3 0 6 5 , 8 3 8 8 5 4 9 , 2 1 5 4 2 , 7 1 0 0 2 , 5 3 7 7 , 8 1 1 2 9 , 7 1 0 0 3 , 4 9 9 0 , 1 1 5 8 8 , 3 9 9 7 , 4 7 8 2 , 2 0 4 8 , 3 2 7 8 , 3 6 9 4 , 1 l l i M n i w r E t a s p o h S k e e r C s n h o J t a s p o h S k e e r C l i a u Q t a s p o h S e g a l l i V y a B h t u o S a z a l P e r u t a n g i S e r a u q S y r w o L h t u o S g n i s s o r C t n i o P h t u o S r e t n e c h t u o S g n i s s o r C t e e r t S e t a t S e k r a t S e g a l l i V r e w o l f w a r t S g n i s s o r C t s a o c n u S 5 0 2 e d i s y n n u S h c n a R h o r t S t e k r a M e n r u o b s a n a T g n i s s o r C a r a j a s s a T r e t n e C e g d i R h c e T e g d i R g n i l r e t S l l a w e n o t S a z a l P y t i C n i w T e r a u q S n w o T t c i r t s i D n w o t p U s k a e P n i w T s d a o r s s o r C a i c n e l a V e g a l l i V a r u t n e V k r a p r i A e e L t a e g a l l i V r e t n e C e n w o T n o t l a W a z a l P y b e l l e W r e t n e C e g a l l i V c i a t s a C t a e n i V V I e g a l l i V a t s i V r e t n e C r e k l a W 118 5 5 9 , 3 7 4 3 6 1 , 7 2 1 , 3 9 4 7 , 2 8 7 2 1 9 , 9 0 9 , 3 0 0 8 , 2 1 — — 3 9 4 , 7 — — — — — 0 1 7 , 0 4 — — — — — — — 4 5 4 , 9 4 0 0 , 0 1 4 0 5 , 0 1 5 3 1 , 2 1 1 2 8 , 5 1 3 9 , 4 2 1 5 4 , 6 1 7 6 4 , 9 3 5 7 2 , 3 7 7 9 , 4 5 8 7 4 , 0 1 6 3 0 , 5 8 4 1 , 0 1 6 3 2 , 1 1 3 2 6 , 9 ) 5 3 7 , 2 ( 7 6 0 , 2 9 1 s e g a g t r o M t s o C l a t o T f o t e N d e t a l u m u c c A n o i t a i c e r p e D . . P L , S R E T N E C Y C N E G E R D N A N O I T A R O P R O C S R E T N E C Y C N E G E R n o i t a i c e r p e D d e t a l u m u c c A d n a e t a t s E l a e R d e t a d i l o s n o C - I I I e l u d e h c S 2 1 0 2 , 1 3 r e b m e c e D ) s d n a s u o h t n i ( t s o C l a t o T t s o C l a i t i n I d e t a l u m u c c A n o i t a i c e r p e D l a t o T d l e h s e i t r e p o r P e l a S r o f & g n i d l i u B s t n e m e v o r p m I d n a L t s o C d e z i l a t i p a C o t ) 2 ( t n e u q e s b u S n o i t i s i u q c A & g n i d l i u B s t n e m e v o r p m I d n a L ) 1 ( s r e t n e C g n i p p o h S 1 3 9 , 4 8 1 3 , 2 6 6 5 , 3 8 4 6 , 1 7 4 8 , 3 7 1 7 , 0 1 4 7 5 , 4 4 8 0 , 6 0 4 9 , 1 2 7 7 , 3 6 3 4 , 5 7 6 9 , 2 3 1 7 , 2 9 1 8 , 7 4 5 5 , 3 9 9 9 , 2 — 5 8 3 , 4 1 2 2 3 , 2 1 0 7 0 , 4 1 3 8 7 , 3 1 8 6 6 , 9 8 4 6 , 5 3 5 2 0 , 1 2 1 5 5 , 5 4 5 1 2 , 5 9 4 7 , 8 5 4 1 9 , 5 1 3 0 0 , 8 1 6 8 , 2 1 5 5 0 , 9 1 7 7 1 , 3 1 4 6 2 7 6 0 , 2 9 1 — — — — — — — — — — — — — — — — — — 4 4 3 , 2 1 2 8 4 , 6 9 7 9 , 0 1 1 8 4 , 8 1 1 8 , 7 5 0 6 , 8 2 6 9 4 , 1 1 6 1 4 , 5 2 1 7 0 , 3 5 9 7 , 6 5 6 7 2 , 3 1 2 8 5 , 6 1 6 3 , 7 4 3 4 , 1 1 4 6 2 7 7 6 , 9 7 6 0 , 2 9 1 1 4 0 , 2 0 4 8 , 5 1 9 0 , 3 2 0 3 , 5 7 5 8 , 1 3 4 0 , 7 9 2 5 , 9 5 3 1 , 0 2 4 4 1 , 2 4 5 9 , 1 8 3 6 , 2 1 2 4 , 1 0 0 5 , 5 1 2 6 , 7 0 0 5 , 3 — — 3 1 2 3 2 7 ) 7 4 0 , 1 ( 8 0 2 9 3 2 0 1 4 , 1 0 0 1 7 1 3 2 4 9 2 5 3 0 0 3 6 6 1 6 1 4 9 8 3 4 6 2 1 3 1 , 2 1 9 5 7 , 5 1 5 7 , 1 1 3 7 2 , 8 2 7 5 , 7 5 9 1 , 7 2 7 9 3 , 1 1 1 0 3 , 5 2 9 6 0 , 3 1 0 5 , 6 5 1 4 2 , 3 1 4 8 2 , 6 5 9 1 , 7 8 1 0 , 1 1 8 8 2 , 9 1 4 0 , 2 0 4 8 , 5 6 6 3 , 3 2 0 3 , 5 7 5 8 , 1 3 4 0 , 7 9 2 5 , 9 3 3 9 , 9 1 4 4 1 , 2 4 5 9 , 1 8 3 6 , 2 9 1 4 , 1 0 0 5 , 5 1 2 6 , 7 0 0 5 , 3 ) 9 1 6 , 6 8 8 ( 6 8 8 , 8 7 0 , 1 ) 0 0 2 ( 3 5 2 , 4 9 6 , 2 9 5 6 , 5 1 2 , 1 ) 8 6 8 , 5 4 8 ( 9 3 0 , 1 9 4 , 3 1 4 7 , 4 6 2 , 1 $ e r a u q S n w o T n o t g n i l l e W s n o m m o C k o o r b t s e W a z a l P k r a P t s e W a z a l P r e t s e h c t s e W e s a h c t s e W r e t n e C d n a a z a l P e k a l t s e W e g a l l i V e g d i r t s e W e g a l l i V d o o w t s e W l a v i t s e F w o l l i W k a O e t i h W r e t n e C g n i p p o h S t f o r c d o o W I e s a h P a z a l P r e l l i m d n i W d o o w e g n a R d n a n e m d o o W y u N n a V n a m d o o W t n e m p o l e v e D n i s e i t r e p o r P s t e s s A d l e H y l e t a r o p r o C l a r t n e C e d i s d o o W . s t s o c l a i t i n i e h t o t t n e u q e s b u s s r e f s n a r t t n e m p o l e v e d d n a d e d r o c e r s s o l r o f n o i s i v o r p , d l o s s l e c r a p - t u o e d u l c n i d l u o c n o i t i s i u q c a o t t n e u q e s b u s d e z i l a t i p a c s t s o c r o f e c n a l a b e v i t a g e n e h T . d e r i u q c a s a w y t r e p o r p g n i t a r e p o h c a e r a e y d n a n o i t a c o l c i h p a r g o e g r o f s e i t r e p o r P . 2 m e t I e e S ) 1 ( ) 2 ( . m r i f g n i t n u o c c a c i l b u p d e r e t s i g e r t n e d n e p e d n i f o t r o p e r g n i y n a p m o c c a e e S 119 REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P. Schedule III - Consolidated Real Estate and Accumulated Depreciation, continued December 31, 2012 (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 $3.4 billion at December 31, 2012. The changes in total real estate assets for the years ended December 31, 2012, 2011, and 2010 are as follows: Balance, beginning of year Developed or acquired properties Improvements Sale of properties Provision for impairment Balance, end of year 2012 2011 2010 $ $ 4,101,912 324,142 38,005 (491,438) (62,709) 3,909,912 3,989,154 198,836 21,727 (92,872) (14,933) 4,101,912 3,933,778 93,759 18,772 (14,503) (42,652) 3,989,154 The changes in accumulated depreciation for the years ended December 31, 2012, 2011, and 2010 are as follows: Balance, beginning of year Depreciation for year Sale of properties Provision for impairment Balance, end of year 2012 2011 2010 $ $ 791,619 104,087 (104,748) (8,209) 782,749 700,878 107,932 (14,101) (3,090) 791,619 622,163 99,554 (2,052) (18,787) 700,878 See accompanying report of independent registered public accounting firm. 120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, the Parent Company's management concluded that its internal control over financial reporting was effective as of December 31, 2012. 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 2012 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 Securities Exchange Act of 1934, as amended (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 121 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. 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, the Operating Partnership's management concluded that its internal control over financial reporting was effective as of December 31, 2012. 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 2012 and that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting. Item 9B. Other Information Not applicable Item 10. Directors, Executive Officers, and Corporate Governance PART III Information concerning the directors of Regency is incorporated herein by reference to Regency's 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 its 2013 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). Audit Committee, Independence, Financial Experts. Incorporated herein by reference to Regency's 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 with respect to its 2013 Annual Meeting of Stockholders. Compliance with Section 16(a) of the Exchange Act. Information concerning filings under Section 16(a) of the Exchange Act by the directors or executive officers of Regency is incorporated herein by reference to Regency's 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 its 2013 Annual Meeting of Stockholders. 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. 122 Item 11. Executive Compensation Incorporated herein by reference to Regency's 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 its 2013 Annual Meeting of Stockholders. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Equity Compensation Plan Information (a) (b) Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights(1) (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (2) 315,924 N/A 315,924 $ $ N/A 52.39 52.39 3,058,399 N/A 3,058,399 Plan Category Equity compensation plans approved by security holders Equity compensation plans not approved by security holders Total (1) The weighted average exercise price excludes stock rights awards, which we sometimes refer to as unvested restricted stock. (2) 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 Regency's 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 its 2013 Annual Meeting of Stockholders. Item 13. Certain Relationships and Related Transactions, and Director Independence Incorporated herein by reference to Regency's 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 its 2013 Annual Meeting of Stockholders. Item 14. Principal Accountant Fees and Services Incorporated herein by reference to Regency's 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 its 2013 Annual Meeting of Stockholders. 123 Item 15. Exhibits and Financial Statement Schedules (a) Financial Statements and Financial Statement Schedules: PART IV Regency Centers Corporation and Regency Centers, L.P. 2012 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). 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) (ii) Equity Distribution Agreement among the Company, Regency Centers, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated dated August 10, 2012; and Equity Distribution Agreement among the Company, Regency Centers, L.P. and J.P. Morgan Securities LLC dated August 10, 2012. 124 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 February 19, 2008). (b) (c) (d) (i) (ii) Amendment designating the preferences, rights and limitations of 10,000,000 shares of 6.625% Series 6 Cumulative Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company's Form 8-A filed on February 14, 2012). Amendment designating the preferences, rights and limitations of 3,000,000 shares of 6.0% Series 7 Cumulative Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company's report on Form 8-K filed on August 16, 2012). Amended and Restated Bylaws of Regency Centers Corporation (incorporated by reference to Exhibit 3.2(b) to the Company's Form 8-K filed on November 7, 2008). 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). Fourth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P., as amended (incorporated by reference to Exhibit 10(m) to the Company's Form 10-K filed on March 12, 2004). (i) (ii) Amendment to Fourth Amended and Restated Agreement of Limited Partnership relating to 6.625% Series 6 Cumulative Redeemable Preferred Units (incorporated by reference to Exhibit 3.2 to the Company's report on Form 8-K filed on February 16, 2012). Amendment to Fourth Amended and Restated Agreement of Limited Partnership relating to 6.0% Series 7 Cumulative Redeemable Preferred Units (incorporated by reference to Exhibit 3.2 to the Company's report on Form 8-K filed on August 16, 2012). 4. Instruments Defining Rights of Security Holders (a) (b) 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 Exhibit 3(d) for provisions of the Partnership Agreement of Regency Centers, L.P. defining rights of security holders. 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). (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). 125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). ~(i) ~(ii) ~(iii) ~(iv) ~(v) ~(vi) 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). 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). 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). 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). 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). 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) ~(c) ~(d) ~(e) ~(f) 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). 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). 2011 Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2011 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 January 3, 2011). 2011 Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2011 by and between the Company and Bruce M. Johnson (incorporated by reference to Exhibit 10.3 of the Company's Form 8-K filed on January 3, 2011). 2011 Amended and Restated Severance and Change of Control Agreement dated as of January 1, 2011 by and between the Company and Brian M. Smith (incorporated by reference to Exhibit 10.4 of the Company's Form 8- K filed on January 3, 2011). 126(g) 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). (h) 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) (ii) First Amendment to Term Loan Agreement dated as of June 19, 2012. Second Amendment to Term Loan Agreement dated as of December 19, 2012. (i) (j) (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). Limited Partnership Agreement dated as of December 21, 2006 of RRP Operating, LP (incorporated by reference to Exhibit 10(u) to the Company's Form 10-K filed on February 27, 2007). Equity Distribution Agreement among the Company, the Operating Partnership and Wells Fargo Securities, LLC dated August 10, 2012 (incorporated by reference to the Company's Form 8-K filed on August 10, 2012). 12. Computation of ratios 12.1 Computation of Ratio of Earnings to Fixed Charges 21. 23. Subsidiaries of Regency Centers Corporation. 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. 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. 127 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 128 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. March 1, 2013 REGENCY CENTERS CORPORATION By: /s/ Martin E. Stein, Jr. Martin E. Stein. Jr., Chairman of the Board and Chief Executive Officer March 1, 2013 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 129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. March 1, 2013 March 1, 2013 March 1, 2013 March 1, 2013 March 1, 2013 March 1, 2013 March 1, 2013 March 1, 2013 March 1, 2013 March 1, 2013 March 1, 2013 March 1, 2013 March 1, 2013 /s/ Martin E. Stein, Jr. Martin E. Stein. Jr., Chairman of the Board and Chief Executive Officer /s/ Brian M. Smith Brian M. Smith, President, Chief Operating Officer and Director /s/ Lisa Palmer Lisa Palmer, Executive Vice President, Chief Financial Officer (Principal Financial Officer) /s/ J. Christian Leavitt J. Christian Leavitt, Senior Vice President and Treasurer (Principal Accounting Officer) /s/ Raymond L. Bank Raymond L. Bank, Director /s/ C. Ronald Blankenship C. Ronald Blankenship, Director /s/ A.R. Carpenter A.R. Carpenter, Director /s/ J. Dix Druce J. Dix Druce, Director /s/ Mary Lou Fiala Mary Lou Fiala, Director /s/ David P. O'Connor David P. O'Connor, Director /s/ Douglas S. Luke Douglas S. Luke, Director /s/ John C. Schweitzer John C. Schweitzer, Director /s/ Thomas G. Wattles Thomas G. Wattles, Director 130John C. Schweitzer (2a), (4), (5) President Westgate Corporation Brian M. Smith President and Chief Operating Officer Regency Centers Thomas G. Wattles (1), (3a) Chairman DCT Industrial Trust (1) Audit Committee (2) Compensation Committee (3) Investment Committee (4) Nominating and Corporate Governance Committee (5) Lead Director (a) Committee Chairman Operating Committee Martin E. Stein, Jr. Chairman and Chief Executive Officer Brian M. Smith President and Chief Operating Officer Lisa Palmer Executive Vice President and Chief Financial Officer Dan M. Chandler, III Managing Director, West John S. Delatour Managing Director, Central James D. Thompson Managing Director, East Board of Directors Martin E. Stein, Jr. (3) Chairman and Chief Executive Officer Regency Centers Raymond L. Bank (1), (4) President Raymond L. Bank & Associates, Inc. C. Ronald Blankenship (2), (3) Chairman and Chief Executive Officer Verde Realty A.R. (Pete) Carpenter (1), (2), (4a) Retired Vice Chairman CSX Corporation, Inc. J. Dix Druce, Jr. (1a), (3) President and Chairman National P.E.T. Scan, LLC Mary Lou Fiala (3) Former President and Chief Operating Officer Regency Centers Douglas S. Luke (2) President and Chief Executive Officer HL Capital, Inc. David P. O'Connor (2), (3) Senior Managing Partner High Rise Capital Management, L.P. 

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