UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q



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

For the quarterly period ended September 30, 2011



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

For the transition period from to

Commission File Number 1-12298 (Regency Centers Corporation)

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

REGENCY CENTERS CORPORATION

REGENCY CENTERS, L.P.

(Exact name of registrant as specified in its charter)



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

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

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

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

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

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

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

Regency Centers Corporation:



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

Regency Centers, L.P.:



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

Indicate by check mark whether the registrant is a shell company.

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

The number of shares outstanding of the Regency Centers Corporation’s voting common stock was 89,914,839 as of November 4, 2011.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the quarter ended September 30, 2011 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 September 30, 2011, 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 3, 4 and 5 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 quarterly reports on Form 10-Q of the Parent Company and the Operating Partnership into this single report provides the following benefits:


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


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


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

Management operates the Parent Company and the Operating Partnership as one business. The management of the Parent Company consists of the same members as the management of the Operating Partnership. These members 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 13% 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, Series 3, 4, and 5 Preferred Units owned by the Parent Company, and Series D Preferred Units owned by institutional investors. The Series D preferred units and 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 3, 4, and 5 Preferred Units owned by the Parent Company are eliminated in consolidation in the accompanying consolidated financial statements of the Parent Company and are classified as preferred units of general partner in the accompanying consolidated financial statements of the Operating Partnership.

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

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

TABLE OF CONTENTS



		Form 10-Q Report Page

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements

Regency Centers Corporation:

	Consolidated Balance Sheets as of September 30, 2011 and December 31, 2010	1

	Consolidated Statements of Operations for the periods ended September 30, 2011 and 2010	2

	Consolidated Statements of Equity and Comprehensive Income (Loss) for the nine months ended September 30, 2011 and 2010	3

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010	4

Regency Centers, L.P.:

	Consolidated Balance Sheets as of September 30, 2011 and December 31, 2010	6

	Consolidated Statements of Operations for the periods ended September 30, 2011 and 2010	7

	Consolidated Statements of Capital and Comprehensive Income (Loss) for the nine months ended September 30, 2011 and 2010	8

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010	9

	Notes to Consolidated Financial Statements	11

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	35

Item 4.	Controls and Procedures	35

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 3.	Defaults Upon Senior Securities	36

Item 4.	(Removed and Reserved)	36

Item 5.	Other Information	36

Item 6.	Exhibits	37

SIGNATURES		39


Item 1.	Financial Statements

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

September 30, 2011 and December 31, 2010

(in thousands, except share data)



		2011		2010
Assets		(unaudited)
Real estate investments at cost:
Land	$	1,167,152		1,093,700
Buildings and improvements		2,462,234		2,284,522
Properties in development		521,945		610,932
		4,151,331		3,989,154
Less: accumulated depreciation		769,829		700,878
		3,381,502		3,288,276
Investments in real estate partnerships		425,460		428,592
Net real estate investments		3,806,962		3,716,868
Cash and cash equivalents		21,195		22,460
Accounts receivable, net of allowance for doubtful accounts of $3,862 and $4,819 at September 30, 2011 and December 31, 2010, respectively		29,243		36,600
Straight-line rent receivable, net of allowance of $2,087 and $1,396 at September 30, 2011 and December 31, 2010, respectively		48,327		45,241
Notes receivable		35,931		35,931
Deferred costs, less accumulated amortization of $68,656 and $69,158 at September 30, 2011 and December 31, 2010, respectively		70,006		63,165
Acquired lease intangible assets, less accumulated amortization of $14,562 and $13,996 at September 30, 2011 and December 31, 2010, respectively		26,855		18,219
Trading securities held in trust, at fair value		20,683		20,891
Other assets		36,419		35,164
Total assets	$	4,095,621		3,994,539
Liabilities and Equity
Liabilities:
Notes payable	$	1,965,340		2,084,469
Unsecured line of credit		85,000		10,000
Accounts payable and other liabilities		114,873		138,196
Acquired lease intangible liabilities, less accumulated accretion of $4,399 and $11,010 at September 30, 2011 and December 31, 2010, respectively		13,694		6,682
Tenants’ security and escrow deposits and prepaid rent		19,240		10,790
Total liabilities		2,198,147		2,250,137
Commitments and contingencies
Equity:
Stockholders’ equity:
Preferred stock, $.01 par value per share, 30,000,000 shares authorized; 11,000,000 Series 3-5 shares issued and outstanding at September 30, 2011 and December 31, 2010 with liquidation preferences of $25 per share		275,000		275,000
Common stock $.01 par value per share, 150,000,000 shares authorized; 89,913,234 and 81,886,872 shares issued at September 30, 2011 and December 31, 2010, respectively		899		819
Treasury stock at cost, 334,188 and 347,482 shares held at September 30, 2011 and December 31, 2010, respectively		(15,028	)	(16,175	)
Additional paid in capital		2,278,753		2,039,612
Accumulated other comprehensive loss		(73,800	)	(80,885	)
Distributions in excess of net income		(629,626	)	(533,194	)
Total stockholders’ equity		1,836,198		1,685,177
Noncontrolling interests:
Series D preferred units, aggregate redemption value of $50,000 at September 30, 2011 and December 31, 2010		49,158		49,158
Exchangeable operating partnership units, aggregate redemption value of $6,259 and $7,483 at September 30, 2011 and December 31, 2010, respectively		(917	)	(762	)
Limited partners’ interests in consolidated partnerships		13,035		10,829
Total noncontrolling interests		61,276		59,225
Total equity		1,897,474		1,744,402
Total liabilities and equity	$	4,095,621		3,994,539

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)



		Three months ended					Nine months ended
		September 30,					September 30,
		2011		2010			2011		2010
Revenues:
Minimum rent	$	90,129		86,486		$	268,169		257,389
Percentage rent		430		400			1,488		1,023
Recoveries from tenants and other income		28,248		27,383			83,040		83,150
Management, transaction, and other fees		6,940		6,524			26,993		22,974
Total revenues		125,747		120,793			379,690		364,536
Operating expenses:
Depreciation and amortization		33,166		30,181			100,006		92,324
Operating and maintenance		18,101		17,147			55,106		51,521
General and administrative		11,671		17,761			43,801		45,734
Real estate taxes		13,533		13,788			42,163		42,267
Provision for doubtful accounts		326		248			2,534		2,634
Other expenses (income)		1,901		2,380			1,737		4,071
Total operating expenses		78,698		81,505			245,347		238,551
Other expense (income):
Interest expense, net of interest income		30,867		32,209			92,297		91,972
Gain on sale of properties in development		—		(479	)		—		(1,044	)
Provision for impairment		6,362		—			6,362		—
Loss (income) from deferred compensation plan		2,283		(1,398	)		1,395		(1,026	)
Gain on derivative instruments		—		(2,341	)		—		(1,419	)
Total other expense (income)		39,512		27,991			100,054		88,483
Income before equity in income (loss) of investments in real estate partnerships		7,537		11,297			34,289		37,502
Equity in income (loss) of investments in real estate partnerships		4,825		2,102			4,788		(8	)
Income from continuing operations		12,362		13,399			39,077		37,494
Discontinued operations, net:
Operating (loss) income		(142	)	470			210		756
Gain on sale of operating properties and properties in development		2,321		4			2,321		6,767
Income from discontinued operations		2,179		474			2,531		7,523
Net income		14,541		13,873			41,608		45,017
Noncontrolling interests:
Preferred units		(931	)	(931	)		(2,794	)	(2,794	)
Exchangeable operating partnership units		(27	)	(34	)		(77	)	(155	)
Limited partners’ interests in consolidated partnerships		(154	)	(95	)		(425	)	(271	)
Net income attributable to noncontrolling interests		(1,112	)	(1,060	)		(3,296	)	(3,220	)
Net income attributable to controlling interests		13,429		12,813			38,312		41,797
Preferred stock dividends		(4,919	)	(4,919	)		(14,756	)	(14,756	)
Net income attributable to common stockholders	$	8,510		7,894		$	23,556		27,041
Income per common share - basic:
Continuing operations	$	0.07		0.09		$	0.23		0.24
Discontinued operations		0.02		0.01			0.03		0.09
Net income attributable to common stockholders	$	0.09		0.10		$	0.26		0.33
Income per common share - diluted:
Continuing operations	$	0.07		0.09		$	0.23		0.23
Discontinued operations		0.02		—			0.03		0.09
Net income attributable to common stockholders	$	0.09		0.09		$	0.26		0.32

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity and Comprehensive Income (Loss)

For the nine months ended September 30, 2011 and 2010

(in thousands, except per share data)

(unaudited)



														Noncontrolling Interests
		Preferred Stock	Common Stock	Treasury Stock		Additional Paid In Capital		Accumulated Other Comprehensive Loss		Distributions in Excess of Net Income		Total Stockholders’ Equity		Preferred Units		Exchangeable Operating Partnership Units		Limited Partners’ Interest in Consolidated Partnerships		Total Noncontrolling Interests		Total Equity
Balance at December 31, 2009	$	275,000	815	(16,509	)	2,024,883		(49,973	)	(371,837	)	1,862,379		49,158		7,321		11,748		68,227		1,930,606
Comprehensive income:
Net income		—	—	—		—		—		41,797		41,797		2,794		155		271		3,220		45,017
Amortization of loss on derivative instruments		—	—	—		—		3,202		—		3,202		—		7		—		7		3,209
Change in fair value of derivative instruments		—	—	—		—		(36,472	)	—		(36,472	)	—		(84	)	—		(84	)	(36,556	)
Total comprehensive income												8,527								3,143		11,670
Deferred compensation plan, net		—	—	506		(384	)	—		—		122		—		—		—		—		122
Restricted stock issued, net of amortization		—	—	—		5,138		—		—		5,138		—		—		—		—		5,138
Common stock redeemed for taxes withheld for stock based compensation, net		—	—	—		(1,338	)	—		—		(1,338	)	—		—		—		—		(1,338	)
Common stock issued for dividend reinvestment plan		—	1	—		1,593		—		—		1,594		—		—		—		—		1,594
Common stock issued for stock offerings, net of issuance costs		—	3	—		7,308		—		—		7,311		—		(7,311	)	—		(7,311	)	—
Contributions from partners		—	—	—		—		—		—		—		—		—		161		161		161
Distributions to partners		—	—	—		—		—		—		—		—		—		(1,363	)	(1,363	)	(1,363	)
Cash dividends declared:
Preferred stock/unit		—	—	—		—		—		(14,756	)	(14,756	)	(2,794	)	—		—		(2,794	)	(17,550	)
Common stock/unit ($1.3875 per share)		—	—	—		—		—		(113,033	)	(113,033	)	—		(373	)	—		(373	)	(113,406	)
Balance at September 30, 2010	$	275,000	819	(16,003	)	2,037,200		(83,243	)	(457,829	)	1,755,944		49,158		(285	)	10,817		59,690		1,815,634

Balance at December 31, 2010	$	275,000	819	(16,175	)	2,039,612		(80,885	)	(533,194	)	1,685,177		49,158		(762	)	10,829		59,225		1,744,402
Comprehensive income:
Net income		—	—	—		—		—		38,312		38,312		2,794		77		425		3,296		41,608
Amortization of loss on derivative instruments		—	—	—		—		7,085		—		7,085		—		14		—		14		7,099
Total comprehensive income												45,397								3,310		48,707
Deferred compensation plan, net		—	—	1,147		16,696		—		—		17,843		—		—		—		—		17,843
Restricted stock issued, net of amortization		—	—	—		8,087		—		—		8,087		—		—		—		—		8,087
Common stock redeemed for taxes withheld for stock based compensation, net		—	—	—		(1,752	)	—		—		(1,752	)							—		(1,752	)
Common stock issued for dividend reinvestment plan		—	—	—		821		—		—		821		—		—		—		—		821
Common stock issued for stock offerings, net of issuance costs		—	80	—		215,289		—		—		215,369		—		—		—		—		215,369
Contributions from partners		—	—	—		—		—		—		—		—		—		2,646		2,646		2,646
Distributions to partners		—	—	—		—		—		—		—		—		—		(865	)	(865	)	(865	)
Cash dividends declared:
Preferred stock/unit		—	—	—		—		—		(14,756	)	(14,756	)	(2,794	)	—		—		(2,794	)	(17,550	)
Common stock/unit ($1.3875 per share)		—	—	—		—		—		(119,988	)	(119,988	)	—		(246	)	—		(246	)	(120,234	)
Balance at September 30, 2011	$	275,000	899	(15,028	)	2,278,753		(73,800	)	(629,626	)	1,836,198		49,158		(917	)	13,035		61,276		1,897,474

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2011 and 2010

(in thousands)

(unaudited)



		2011		2010
Cash flows from operating activities:
Net income	$	41,608		45,017
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		100,518		93,309
Amortization of deferred loan cost and debt premium		9,205		5,410
Accretion of above and below market lease intangibles, net		(704	)	(961	)
Stock-based compensation, net of capitalization		7,363		4,812
Equity in income (loss) of investments in real estate partnerships		(4,788	)	8
Net gain on sale of properties		(1,973	)	(7,836	)
Provision for doubtful accounts		2,547		2,510
Provision for impairment		6,699		—
Distribution of earnings from operations of investments in real estate partnerships		34,557		32,248
Settlement of derivative instruments		—		(26,761	)
Gain on derivative instruments		—		(1,419	)
Deferred compensation (income) expense		(3,204	)	3,003
Realized gain on trading securities held in trust		(209	)	(346	)
Unrealized loss (gain) on trading securities held in trust		1,582		(699	)
Changes in assets and liabilities:
Accounts receivable		2,977		431
Straight-line rent receivables, net		(3,257	)	(4,544	)
Deferred leasing costs		(6,588	)	(9,926	)
Other assets		(4,741	)	(2,775	)
Accounts payable and other liabilities		(5,241	)	(911	)
Tenants’ security and escrow deposits and prepaid rent		8,489		(118	)
Net cash provided by operating activities		184,840		130,452
Cash flows from investing activities:
Acquisition of operating real estate		(70,629	)	(10,058	)
Development of real estate including acquisition of land		(57,195	)	(40,790	)
Proceeds from sale of real estate investments		18,348		34,408
Investments in real estate partnerships		(194,560	)	(231,800	)
Distributions received from investments in real estate partnerships		149,490		79,838
Dividends on trading securities held in trust		134		162
Acquisition of trading securities held in trust		(10,356	)	(9,476	)
Proceeds from sale of trading securities held in trust		9,057		8,847
Net cash used in investing activities		(155,711	)	(168,869	)
Cash flows from financing activities:
Net proceeds from common stock issuance		215,369		—
Proceeds from sale of treasury stock		2,114		1,431
Distributions to limited partners in consolidated partnerships, net		(551	)	(1,334	)
Distributions to exchangeable operating partnership unit holders		(246	)	(373	)
Distributions to preferred unit holders		(2,794	)	(2,794	)
Dividends paid to common stockholders		(119,170	)	(111,440	)
Dividends paid to preferred stockholders		(14,756	)	(14,756	)
Repayment of fixed rate unsecured notes		(161,691	)	(130,445	)
Proceeds from issuance of fixed rate unsecured notes, net		—		148,949
Proceeds from line of credit		385,000		220,000
Repayment of line of credit		(310,000	)	(110,000	)
Proceeds from notes payable		1,863		4,879
Repayment of notes payable		(15,650	)	(21,354	)
Scheduled principal payments		(3,900	)	(3,679	)
Payment of loan costs		(5,982	)	(1,306	)
Net cash used in financing activities		(30,394	)	(22,222	)
Net decrease in cash and cash equivalents		(1,265	)	(60,639	)
Cash and cash equivalents at beginning of the period		22,460		99,477
Cash and cash equivalents at end of the period	$	21,195		38,838

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2011 and 2010

(in thousands)

(unaudited)



		2011	2010
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $1,293 and $4,325 in 2011 and 2010, respectively)	$	92,103	96,240
Supplemental disclosure of non-cash transactions:
Common stock issued for partnership units exchanged	$	—	7,311
Real estate received through distribution in kind	$	47,512	—
Mortgage loans assumed through distribution in kind	$	28,760	—
Mortgage loans assumed for the acquisition of operating real estate	$	31,186	7,881
Real estate received through foreclosure on notes receivable	$	—	990
Change in fair value of derivative instruments	$	—	28,363
Common stock issued for dividend reinvestment plan	$	821	1,594
Stock-based compensation capitalized	$	930	499
Contributions from limited partners in consolidated partnerships, net	$	2,332	132
Common stock issued for dividend reinvestment in trust	$	476	482
Contribution of stock awards into trust	$	1,117	1,128
Distribution of stock held in trust	$	—	51

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

September 30, 2011 and December 31, 2010

(in thousands, except unit data)



		2011		2010
Assets		(unaudited)
Real estate investments at cost:
Land	$	1,167,152		1,093,700
Buildings and improvements		2,462,234		2,284,522
Properties in development		521,945		610,932
		4,151,331		3,989,154
Less: accumulated depreciation		769,829		700,878
		3,381,502		3,288,276
Investments in real estate partnerships		425,460		428,592
Net real estate investments		3,806,962		3,716,868
Cash and cash equivalents		21,195		22,460
Accounts receivable, net of allowance for doubtful accounts of $3,862 and $4,819 at September 30, 2011 and December 31, 2010, respectively		29,243		36,600
Straight-line rent receivable, net of allowance of $2,087 and $1,396 at September 30, 2011 and December 31, 2010, respectively		48,327		45,241
Notes receivable		35,931		35,931
Deferred costs, less accumulated amortization of $68,656 and $69,158 at September 30, 2011 and December 31, 2010, respectively		70,006		63,165
Acquired lease intangible assets, less accumulated amortization of $14,562 and $13,996 at September 30, 2011 and December 31, 2010, respectively		26,855		18,219
Trading securities held in trust, at fair value		20,683		20,891
Other assets		36,419		35,164
Total assets	$	4,095,621		3,994,539
Liabilities and Capital
Liabilities:
Notes payable	$	1,965,340		2,084,469
Unsecured line of credit		85,000		10,000
Accounts payable and other liabilities		114,873		138,196
Acquired lease intangible liabilities, less accumulated accretion of $4,399 and $11,010 at September 30, 2011 and December 31, 2010, respectively		13,694		6,682
Tenants’ security and escrow deposits and prepaid rent		19,240		10,790
Total liabilities		2,198,147		2,250,137
Commitments and contingencies
Capital:
Partners’ capital:
Series D preferred units, par value $100: 500,000 units issued and outstanding at September 30, 2011 and December 31, 2010		49,158		49,158
Preferred units of general partner, $.01 par value per unit, 11,000,000 units issued and outstanding at September 30, 2011 and December 31, 2010, liquidation preference of $25 per unit		275,000		275,000
General partner; 89,913,234 and 81,886,872 units outstanding at September 30, 2011 and December 31, 2010, respectively		1,634,998		1,491,062
Limited partners; 177,164 units outstanding at September 30, 2011 and December 31, 2010		(917	)	(762	)
Accumulated other comprehensive loss		(73,800	)	(80,885	)
Total partners’ capital		1,884,439		1,733,573
Noncontrolling interests:
Limited partners’ interests in consolidated partnerships		13,035		10,829
Total noncontrolling interests		13,035		10,829
Total capital		1,897,474		1,744,402
Total liabilities and capital	$	4,095,621		3,994,539

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Operations

(in thousands, except per unit data)

(unaudited)



		Three months ended					Nine months ended
		September 30,					September 30,
		2011		2010			2011		2010
Revenues:
Minimum rent	$	90,129		86,486		$	268,169		257,389
Percentage rent		430		400			1,488		1,023
Recoveries from tenants and other income		28,248		27,383			83,040		83,150
Management, transaction, and other fees		6,940		6,524			26,993		22,974
Total revenues		125,747		120,793			379,690		364,536
Operating expenses:
Depreciation and amortization		33,166		30,181			100,006		92,324
Operating and maintenance		18,101		17,147			55,106		51,521
General and administrative		11,671		17,761			43,801		45,734
Real estate taxes		13,533		13,788			42,163		42,267
Provision for doubtful accounts		326		248			2,534		2,634
Other expenses (income)		1,901		2,380			1,737		4,071
Total operating expenses		78,698		81,505			245,347		238,551
Other expense (income):
Interest expense, net of interest income		30,867		32,209			92,297		91,972
Gain on sale of properties in development		—		(479	)		—		(1,044	)
Provision for impairment		6,362		—			6,362		—
Loss (income) from deferred compensation plan		2,283		(1,398	)		1,395		(1,026	)
Gain on derivative instruments		—		(2,341	)		—		(1,419	)
Total other expense (income)		39,512		27,991			100,054		88,483
Income before equity in income (loss) of investments in real estate partnerships		7,537		11,297			34,289		37,502
Equity in income (loss) of investments in real estate partnerships		4,825		2,102			4,788		(8	)
Income from continuing operations		12,362		13,399			39,077		37,494
Discontinued operations, net:
Operating (loss) income		(142	)	470			210		756
Gain on sale of operating properties and properties in development		2,321		4			2,321		6,767
Income from discontinued operations		2,179		474			2,531		7,523
Net income		14,541		13,873			41,608		45,017
Noncontrolling interests:
Limited partners’ interests in consolidated partnerships		(154	)	(95	)		(425	)	(271	)
Net income attributable to noncontrolling interests		(154	)	(95	)		(425	)	(271	)
Net income attributable to controlling interests		14,387		13,778			41,183		44,746
Preferred unit distributions		(5,850	)	(5,850	)		(17,550	)	(17,550	)
Net income attributable to common unit holders	$	8,537		7,928		$	23,633		27,196
Income per common unit - basic
Continuing operations	$	0.07		0.09		$	0.23		0.24
Discontinued operations		0.02		0.01			0.03		0.09
Net income attributable to common unit holders	$	0.09		0.10		$	0.26		0.33
Income per common unit - diluted
Continuing operations	$	0.07		0.09		$	0.23		0.23
Discontinued operations		0.02		—			0.03		0.09
Net income attributable to common unit holders	$	0.09		0.09		$	0.26		0.32

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Capital and Comprehensive Income (Loss)

For the nine months ended September 30, 2011 and 2010

(in thousands)

(unaudited)



		Preferred Units		General Partner Preferred and Common Units		Limited Partners		Accumulated Other Comprehensive Income (Loss)		Total Partners’ Capital		Noncontrolling Interests in Limited Partners’ Interest in Consolidated Partnerships		Total Capital
Balance at December 31, 2009	$	49,158		1,912,352		7,321		(49,973	)	1,918,858		11,748		1,930,606
Comprehensive income:
Net income		2,794		41,797		155		—		44,746		271		45,017
Amortization of loss on derivative instruments		—		—		7		3,202		3,209		—		3,209
Change in fair value of derivative instrument		—		—		(84	)	(36,472	)	(36,556	)	—		(36,556	)
Total comprehensive income		—								11,399				11,670
Deferred compensation plan, net		—		122		—		—		122		—		122
Contributions from partners		—		—		—		—		—		161		161
Distributions to partners		—		(113,033	)	(373	)	—		(113,406	)	(1,363	)	(114,769	)
Preferred unit distributions		(2,794	)	(14,756	)	—		—		(17,550	)	—		(17,550	)
Restricted stock issued by Parent Company, net of amortization		—		5,138		—		—		5,138		—		5,138
Common units issued as a result of common stock issued by Parent Company, net of repurchases		—		256		—		—		256		—		256
Common units exchanged for common stock of Parent Company		—		7,311		(7,311	)	—		—		—		—
Balance at September 30, 2010	$	49,158		1,839,187		(285	)	(83,243	)	1,804,817		10,817		1,815,634

Balance at December 31, 2010	$	49,158		1,766,062		(762	)	(80,885	)	1,733,573		10,829		1,744,402
Comprehensive income:
Net income		2,794		38,312		77		—		41,183		425		41,608
Amortization of loss on derivative instruments		—		—		14		7,085		7,099		—		7,099
Total comprehensive income										48,282				48,707
Deferred compensation plan, net		—		17,843		—		—		17,843		—		17,843
Contributions from partners		—		—		—		—		—		2,646		2,646
Distributions to partners		—		(119,988	)	(246	)	—		(120,234	)	(865	)	(121,099	)
Preferred unit distributions		(2,794	)	(14,756	)	—		—		(17,550	)	—		(17,550	)
Restricted stock issued by Parent Company, net of amortization		—		8,087		—		—		8,087		—		8,087
Common units issued as a result of common stock issued by Parent Company, net of repurchases		—		214,438		—		—		214,438		—		214,438
Balance at September 30, 2011	$	49,158		1,909,998		(917	)	(73,800	)	1,884,439		13,035		1,897,474

See accompanying notes to consolidated financial statements.

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2011 and 2010

(in thousands)

(unaudited)



		2011		2010
Cash flows from operating activities:
Net income	$	41,608		45,017
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		100,518		93,309
Amortization of deferred loan cost and debt premium		9,205		5,410
Accretion of above and below market lease intangibles, net		(704	)	(961	)
Stock-based compensation, net of capitalization		7,363		4,812
Equity in income (loss) of investments in real estate partnerships		(4,788	)	8
Net gain on sale of properties		(1,973	)	(7,836	)
Provision for doubtful accounts		2,547		2,510
Provision for impairment		6,699		—
Distribution of earnings from operations of investments in real estate partnerships		34,557		32,248
Settlement of derivative instruments		—		(26,761	)
Gain on derivative instruments		—		(1,419	)
Deferred compensation (income) expense		(3,204	)	3,003
Realized gain on trading securities held in trust		(209	)	(346	)
Unrealized loss (gain) on trading securities held in trust		1,582		(699	)
Changes in assets and liabilities:
Accounts receivable		2,977		431
Straight-line rent receivables, net		(3,257	)	(4,544	)
Deferred leasing costs		(6,588	)	(9,926	)
Other assets		(4,741	)	(2,775	)
Accounts payable and other liabilities		(5,241	)	(911	)
Tenants’ security and escrow deposits and prepaid rent		8,489		(118	)
Net cash provided by operating activities		184,840		130,452
Cash flows from investing activities:
Acquisition of operating real estate		(70,629	)	(10,058	)
Development of real estate including acquisition of land		(57,195	)	(40,790	)
Proceeds from sale of real estate investments		18,348		34,408
Investments in real estate partnerships		(194,560	)	(231,800	)
Distributions received from investments in real estate partnerships		149,490		79,838
Dividends on trading securities held in trust		134		162
Acquisition of trading securities held in trust		(10,356	)	(9,476	)
Proceeds from sale of trading securities held in trust		9,057		8,847
Net cash used in investing activities		(155,711	)	(168,869	)
Cash flows from financing activities:
Net proceeds from common units issued as a result of common stock issued by Parent Company		215,369		—
Proceeds from sale of treasury stock		2,114		1,431
Distributions to limited partners in consolidated partnerships, net		(551	)	(1,334	)
Distributions to partners		(119,416	)	(111,813	)
Preferred unit distributions		(17,550	)	(17,550	)
Repayment of fixed rate unsecured notes		(161,691	)	(130,445	)
Proceeds from issuance of fixed rate unsecured notes, net		—		148,949
Proceeds from line of credit		385,000		220,000
Repayment of line of credit		(310,000	)	(110,000	)
Proceeds from notes payable		1,863		4,879
Repayment of notes payable		(15,650	)	(21,354	)
Scheduled principal payments		(3,900	)	(3,679	)
Payment of loan costs		(5,982	)	(1,306	)
Net cash used in financing activities		(30,394	)	(22,222	)
Net decrease in cash and cash equivalents		(1,265	)	(60,639	)
Cash and cash equivalents at beginning of the period		22,460		99,477
Cash and cash equivalents at end of the period	$	21,195		38,838

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2011 and 2010

(in thousands)

(unaudited)



		2011	2010
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $1,293 and $4,325 in 2011 and 2010, respectively)	$	92,103	96,240
Supplemental disclosure of non-cash transactions:
Common stock issued by Parent Company for partnership units exchanged	$	—	7,311
Real estate received through distribution in kind	$	47,512	—
Mortgage loans assumed through distribution in kind	$	28,760	—
Mortgage loans assumed for the acquisition of real estate	$	31,186	7,881
Real estate received through foreclosure on notes receivable	$	—	990
Change in fair value of derivative instruments	$	—	28,363
Common stock issued by Parent Company for dividend reinvestment plan	$	821	1,594
Stock-based compensation capitalized	$	930	499
Contributions from limited partners in consolidated partnerships, net	$	2,332	132
Common stock issued for dividend reinvestment in trust	$	476	482
Contribution of stock awards into trust	$	1,117	1,128
Distribution of stock held in trust	$	—	51

See accompanying notes to consolidated financial statements.

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REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

September 30, 2011

(unaudited)


1.	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 managing general partner of Regency Centers, L.P. (the “Operating Partnership”). The Parent Company currently owns 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 September 30, 2011, the Parent Company, the Operating Partnership and their controlled subsidiaries on a consolidated basis (“the Company” or “Regency”) directly owned 219 retail shopping centers and held partial interests in an additional 148 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 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.

2. Real Estate Investments

The following table provides a summary of shopping centers acquired during the nine months ended September 30, 2011 (in thousands):



Date Purchased	Property Name	City/State		Purchase Price	Debt Assumed, Net of Premiums	Intangible Assets	Intangible Liabilities
6/2/2011	Ocala Corners	Tallahassee, FL	$	11,129	5,937	1,724	2,558
8/18/2011	Oak Shade Town Center	Davis, CA		34,871	12,456	2,320	1,658
9/26/2011	Tech Ridge Center	Austin, TX		55,400	12,793	4,519	936
			$	101,400	31,186	8,563	5,152

During the three and nine months ended September 30, 2011, the Company expensed approximately $491,000 and $707,000, respectively, of acquisition-related costs in connection with these property acquisitions, which are included in other operating expenses in the accompanying Consolidated Statements of Operations. The impact of these acquired properties is not considered significant to the Company's operating results for the nine months ended September 30, 2011.

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REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

September 30, 2011

(unaudited)

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 will receive $1.0 million for transition services it will continue to provide through 2011, of which $625,000 has been recognized.

3. Discontinued Operations

During the nine months ended September 30, 2011, the Company sold 100% of its ownership interest in three operating properties for net proceeds of $16.3 million. During the nine months ended September 30, 2010, the Company sold 100% of its ownership interest in one operating property and one property in development for net proceeds of $25.5 million. The combined operating income and gain on the sale of these properties were reclassified to discontinued operations. The revenues included in discontinued operations were approximately $2.3 million and $3.6 million for the nine months ended September 30, 2011 and 2010, respectively. 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 in Section 856(l) of the Internal Revenue Code. During the nine months ended September 30, 2011 and 2010, approximately $283,000 of income tax benefit and approximately $26,000 of income tax expense, were allocated to gain on sale of properties in development from discontinued operations, respectively.

4. Income Taxes

Income tax expense (benefit) is included in other operating expenses in the accompanying Consolidated Statements of Operations and consists of the following for the three and nine months ended September 30, 2011 and 2010 (in thousands):



		For the three months ended September 30,				For the nine months ended September 30,
		2011		2010		2011		2010
Income tax expense (benefit) from:
Continuing operations	$	247		846	$	(1,350	)	927
Discontinued operations		(283	)	6		(283	)	26
Total income tax expense (benefit)	$	(36	)	852	$	(1,633	)	953

5. Notes Payable and Unsecured Line of Credit

The Parent Company does not have any indebtedness, but guarantees all of the unsecured debt and 12.8% 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 unsecured public debt is payable semi-annually and the debt 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 6.45%. Fixed interest rates on unsecured public debt range from 4.80% to 7.25% with a weighted average rate of 5.61%. As of September 30, 2011, the Company had two variable rate mortgage loans, one in the amount of $3.8 million with a variable interest rate equal to LIBOR plus 380 basis points maturing on October 1, 2014 and one construction loan with a current balance

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REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

September 30, 2011

(unaudited)

of $8.9 million with a variable interest rate of LIBOR plus 160 basis points maturing on September 1, 2014. On January 18, 2011, the Company paid the maturing balance of $161.7 million of 7.95% ten-year senior unsecured notes from proceeds from the unsecured line of credit.

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 September 30, 2011, management of the Company believes it is in compliance with all financial covenants for its unsecured public debt.

Unsecured Line of Credit

The Company has a $600.0 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 7, 2011 primarily to extend the maturity date, now matures in September 2015, and includes one, one year extension option. The Line has a variable interest rate of LIBOR plus 125 basis points and an annual facility fee of 25 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 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 $85.0 million and $10.0 million at September 30, 2011 and December 31, 2010, 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 September 30, 2011, management of the Company believes it is in compliance with all financial covenants for the Line.

The Company previously had a $113.8 million revolving credit facility under an agreement with Wells Fargo Bank and a syndicate of other banks that matured in February 2011. There was no balance outstanding at December 31, 2010 and the Company did not renew this facility when it matured in February 2011.

The Company’s outstanding debt at September 30, 2011 and December 31, 2010 consists of the following (in thousands):



		2011	2010
Notes payable:
Fixed rate mortgage loans	$	442,860	402,151
Variable rate mortgage loans		12,699	11,189
Fixed rate unsecured loans		1,509,781	1,671,129
Total notes payable		1,965,340	2,084,469
Unsecured line of credit		85,000	10,000
Total	$	2,050,340	2,094,469

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REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

September 30, 2011

(unaudited)

As of September 30, 2011, scheduled principal payments and maturities on notes payable were as follows (in thousands):



Scheduled Principal Payments and Maturities by Year:		Scheduled Principal Payments	Mortgage Loan Maturities	Unsecured Maturities ⁽¹⁾		Total
2011	$	1,757	—	20,000		21,757
2012		6,998	—	192,377		199,375
2013		6,995	16,340	—		23,335
2014		6,481	29,743	150,000		186,224
2015		5,170	46,313	435,000		486,483
Beyond 5 Years		29,348	302,207	800,000		1,131,555
Unamortized debt (discounts)/premiums, net		—	4,207	(2,596	)	1,611
Total	$	56,749	398,810	1,594,781		2,050,340

⁽¹⁾ Includes unsecured public debt and the Line. The Line is included in 2015 maturities and matures in September 2015.

6. Fair Value Measurements

(a) Fair Value of Financial Instruments

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 based on the current market rates available for notes of the same terms and remaining maturities adjusted for customer specific credit risk. The fair value of notes receivable was determined using Level 3 inputs of the fair value hierarchy. Based on the estimates made by the Company, the fair value of notes receivable was $35.2 million at September 30, 2011.

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. The fair value of the trading securities held in trust was $20.7 million and $20.9 million at September 30, 2011 and December 31, 2010, respectively. Changes in the value of trading securities are recorded within loss (income) from deferred compensation plan in the accompanying Consolidated Statements of Operations.

Notes Payable

The fair value of the Company's notes payable is estimated based on the current market rates available to the Company for debt of the same terms and remaining maturities. Fixed rate loans assumed in connection with real estate acquisitions are recorded in the accompanying consolidated financial statements at fair value at the time the property is acquired including those loans assumed in distribution-in-kind liquidations. The fair value of the notes payable was determined using Level 3 inputs of the fair value hierarchy. Based on the estimates used by the Company, the fair value of notes payable was $2.1 billion and $2.2 billion at September 30, 2011 and December 31, 2010, respectively.

Unsecured Line of Credit

The fair value of the Company's Line is estimated based on the interest rates currently offered to the Company by the Company's bankers. Based on the recent amendment to the Line, the Company has determined that fair value approximates carrying value.

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REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

September 30, 2011

(unaudited)

(b) Fair Value Measurements

The following are fair value measurements recorded on a recurring basis as of September 30, 2011 and December 31, 2010, respectively (in thousands):



		Fair Value Measurements as of September 30, 2011
			Quoted Prices in Active Markets for Identical Assets	Significant Other Observable Inputs	Significant Unobservable Inputs
Assets		Balance	(Level 1)	(Level 2)	(Level 3)
Trading securities held in trust	$	20,683	20,683	—	—
Total	$	20,683	20,683	—	—



		Fair Value Measurements as of December 31, 2010
			Quoted Prices in Active Markets for Identical Assets	Significant Other Observable Inputs	Significant Unobservable Inputs
Assets		Balance	(Level 1)	(Level 2)	(Level 3)
Trading securities held in trust		20,891	20,891	—	—
Total	$	20,891	20,891	—	—

The following table presents fair value measurements of assets and liabilities that are measured at fair value on a nonrecurring basis at September 30, 2011:



			Quoted Prices in Active Markets for Identical Assets	Significant Other Observable Inputs	Significant Unobservable Inputs	Total Gains (Losses)
Assets		Balance	(Level 1)	(Level 2)	(Level 3)	Total Gains (Losses)
Long-lived assets held and used
Operating and development properties	$	2,054	—	—	2,054	(6,362	)
Total		2,054	—	—	2,054	(6,362	)

Long-lived assets held and used are comprised primarily of real estate. The provision for impairment recognized during the nine months ended September 30, 2011 related to a single operating property. The triggering event that led to the impairment charges during 2011 was primarily due to economic declines in the shopping center's trade area coupled with significant competition from nearby shopping centers. As a result, the Company evaluated the current fair value of the property and recorded an impairment loss.

Fair value 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. Yield 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 Company has determined that the inputs used to value this long-lived asset falls within Level 3 of the fair value hierarchy.

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REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

September 30, 2011

(unaudited)

7. Equity and Capital

Common Stock of the Parent Company

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 8.0 million shares of common stock. Upon physical settlement of the Forward Equity Offering, the Company received net proceeds of approximately $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.

8. 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 three and nine months ended September 30, 2011 and 2010 (in thousands):



		For the three months ended September 30,					For the nine months ended September 30,
		2011		2010			2011		2010

Restricted stock	$	2,696		1,713		$	8,087		5,138
Directors' fees paid in common stock		72		66			206		173
Less: Amount capitalized		(415	)	(167	)		(930	)	(499	)
Total	$	2,353		1,612		$	7,363		4,812

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.

There were no stock options granted during the nine months ended September 30, 2011. The Company issues new shares to fulfill option exercises from its authorized shares available. The following table reports stock option activity during the nine months ended September 30, 2011:



	Number of Options		Weighted Average Exercise Price	Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding December 31, 2010	442,880	$	51.85	3.5	$	(4,255	)
Less: Exercised	12,561		35.61
Less: Forfeited	26,754		51.43
Less: Expired	12,023		60.18
Outstanding September 30, 2011	391,542	$	52.14	3.2	$	(6,583	)
Vested and expected to vest - September 30, 2011	391,542	$	52.14	3.2	$	(6,583	)
Exercisable September 30, 2011	391,542	$	52.14	3.2	$	(6,583	)

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REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

September 30, 2011

(unaudited)

The following table presents information regarding non-vested option activity during the nine months ended September 30, 2011:



	Non-vested Number of Options		Weighted Average Grant-Date Fair Value
Non-vested at December 31, 2010	2,185	$	8.78
Less: 2011 Vesting	2,185		8.78
Non-vested at September 30, 2011	—	$	—

The following table reports non-vested restricted stock activity during the nine months ended September 30, 2011:



	Number of Shares		Intrinsic Value (in thousands)		Weighted Average Grant Price
Non-vested at December 31, 2010	436,559
Add: Time-based awards granted	128,139			$	42.19
Add: Performance-based awards granted	18,246			$	41.54
Add: Market-based awards granted	165,689			$	41.54
Less: Vested and Distributed	171,292			$	43.08
Less: Forfeited	2,745			$	41.56
Non-vested at September 30, 2011	574,596	$	20,300

The weighted-average grant price for restricted stock granted during the nine months ended September 30, 2011 was $41.81. The total intrinsic value of restricted stock vested during the nine months ended September 30, 2011 was $6.1 million.

As of September 30, 2011, there was $16.3 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 and Comprehensive Income (Loss) of the Parent Company and in general partner preferred and common units in the accompanying Consolidated Statements of Capital and Comprehensive Income (Loss) of the Operating Partnership. This unrecognized compensation cost is expected to be recognized over the next three years, through 2014. The Company issues new restricted stock from its authorized shares available at the date of grant.

9. Non-Qualified Deferred Compensation Plan

The Company maintains a non-qualified deferred compensation plan (“NQDCP”). This plan 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. 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 Company accounts for the NQDCP in accordance with Financial Accounting Standards Board ("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. 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

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REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

September 30, 2011

(unaudited)

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 $20.2 million and $35.0 million at September 30, 2011 and December 31, 2010, 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 rather than general and administrative expense.

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REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

September 30, 2011

(unaudited)

10. Earnings per Share and Unit

Parent Company Earnings per Share

The following summarizes the calculation of basic and diluted earnings per share for the periods ended September 30, 2011 and 2010, respectively (in thousands except per share data):



		Three months ended			Nine months ended
		2011	2010		2011	2010
Numerator:
Income from continuing operations	$	12,362	13,399	$	39,077	37,494
Discontinued operations		2,179	474		2,531	7,523
Net income		14,541	13,873		41,608	45,017
Less: Preferred stock dividends		4,919	4,919		14,756	14,756
Less: Noncontrolling interests		1,112	1,060		3,296	3,220
Net income attributable to common stockholders		8,510	7,894		23,556	27,041
Less: Dividends paid on unvested restricted stock		187	158		560	474
Net income attributable to common stockholders - basic		8,323	7,736		22,996	26,567
Add: Dividends paid on Treasury Method restricted stock		5	—		33	—
Net income for common stockholders - diluted	$	8,328	7,736	$	23,029	26,567
Denominator:
Weighted average common shares outstanding for basic EPS		89,506	81,167		87,245	81,017
Incremental shares to be issued under unvested restricted stock		11	—		24	—
Incremental shares under Forward Equity Offering		—	1,410		565	1,340
Weighted average common shares outstanding for diluted EPS		89,517	82,577		87,834	82,357
Income per common share – basic
Continuing operations	$	0.07	0.09	$	0.23	0.24
Discontinued operations		0.02	0.01		0.03	0.09
Net income attributable to common stockholders	$	0.09	0.10	$	0.26	0.33
Income per common share – diluted
Continuing operations	$	0.07	0.09	$	0.23	0.23
Discontinued operations		0.02	—		0.03	0.09
Net income attributable to common stockholders	$	0.09	0.09	$	0.26	0.32

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 three months ended September 30, 2011 and 2010 were 177,164 and 189,164, respectively. Weighted average Exchangeable Operating Partnership units outstanding for the nine months ended September 30, 2011 and 2010 were 177,164 and 298,330, respectively.

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REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

September 30, 2011

(unaudited)

Operating Partnership Earnings per Unit

The following summarizes the calculation of basic and diluted earnings per unit for the periods ended September 30, 2011 and 2010, respectively (in thousands except per unit data):



		Three months ended			Nine months ended
		2011	2010		2011	2010
Numerator:
Income from continuing operations	$	12,362	13,399	$	39,077	37,494
Discontinued operations		2,179	474		2,531	7,523
Net income		14,541	13,873		41,608	45,017
Less: Preferred unit distributions		5,850	5,850		17,550	17,550
Less: Noncontrolling interests		154	95		425	271
Net income attributable to common unit holders		8,537	7,928		23,633	27,196
Less: Dividends paid on unvested restricted stock		187	158		560	474
Net income attributable to common unit holders - basic		8,350	7,770		23,073	26,722
Add: Dividends paid on Treasury Method restricted stock		5	—		33	—
Net income for common unit holders - diluted	$	8,355	7,770	$	23,106	26,722
Denominator:
Weighted average common units outstanding for basic EPU		89,683	81,356		87,422	81,316
Incremental units to be issued under unvested restricted stock		11	—		24	—
Incremental units under Forward Equity Offering		—	1,410		565	1,340
Weighted average common units outstanding for diluted EPU		89,694	82,766		88,011	82,656
Income per common unit – basic
Continuing operations	$	0.07	0.09	$	0.23	0.24
Discontinued operations		0.02	0.01		0.03	0.09
Net income attributable to common unit holders	$	0.09	0.10	$	0.26	0.33
Income per common unit – diluted
Continuing operations	$	0.07	0.09	$	0.23	0.23
Discontinued operations		0.02	—		0.03	0.09
Net income attributable to common unit holders	$	0.09	0.09	$	0.26	0.32

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REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

September 30, 2011

(unaudited)

11. 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. 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 estimates the cost associated with remediating all of its environmental obligations at September 30, 2011 and December 31, 2010 to be $2.8 million and $2.9 million, respectively, all of which has been accrued in accounts payable and other liabilities on the accompanying Consolidated Balance Sheets. 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 $60.0 million which reduces the credit availability under the Line. The Company also has stand alone letters of credit with other banks. These letters of credit are primarily issued as collateral to facilitate the construction of development projects. As of September 30, 2011 and December 31, 2010, the Company had $3.9 million and $5.3 million letters of credit outstanding, respectively.

12. Subsequent Events

Pursuant to FASB ASC Topic 855, Subsequent Events, we have evaluated subsequent events and transactions that occurred after the September 30, 2011 unaudited consolidated balance sheet date for potential recognition or disclosure in our consolidated financial statements.

On October 5, 2011, the Company sold the office building portion of the Paseo Del Sol operating property, for proceeds of approximately $4.8 million.

On October 19, 2011, the Company assigned its 50%ownership interest in an investment in a real estate partnership to the other partner for proceeds of approximately $8.3 million.

On October 28, 2011, the Company sold one operating property, Chapel Hill Centre, for proceeds of approximately $7.3 million.


Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 anticipated 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 industry and markets in which Regency Centers Corporation (the “Parent Company”) and Regency Centers, L.P. (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 or develop many of our properties; consequences of any armed conflict or terrorist attack against the United States; and the ability to obtain governmental approvals. For additional information, see “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2010. 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.

Overview

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 are focused on achieving total shareholder returns in excess of REIT shopping center averages, and sustaining growth in our net asset value and our earnings over an extended period of time. We plan to achieve these goals through owning, operating, and investing in a high-quality portfolio of primarily grocery-anchored shopping centers that are tenanted by market-dominant grocers, category-leading anchors, specialty retailers, and restaurants located in areas with above average household incomes and population densities. 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 September 30, 2011, we directly owned 219 shopping centers located in 24 states representing 23.8 million square feet of gross leasable area (“GLA”). Through co-investment partnerships, we own partial ownership interests in 148 shopping centers located in 23 states and the District of Columbia representing 18.6 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, side-shop retailers, and restaurants, including 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. Increasing occupancy in our shopping centers to historical levels and achieving positive rental rate growth are key objectives of our strategic plan.

At September 30, 2011 and December 31, 2010, the consolidated operating shopping centers were 92.6% leased. We currently expect rental rates to decline moderately in isolated markets as we release vacant space, or renew expiring leases, where the previous tenant's rental rates were above market.

We continue to closely 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 expect these weaker tenants to continue moving out of our shopping centers during the remainder of 2011 and 2012, which will provide us the opportunity to lease these vacancies to financially stronger tenants that will contribute to the overall success of our shopping centers. We also evaluate consumer preferences, shopping behaviors and demographics to anticipate both challenges and opportunities in the changing retailing industry.

REGENCY CENTERS LP 10-Q