Biggest changeAlso, 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. /s/ KPMG LLP Jacksonville, Florida February 17, 2023 73 RE GENCY CENTERS CORPORATION Consolidated Balance Sheets December 31, 2022 and 2021 (in thousands, except share data) 2022 2021 Assets Net real estate investments: Real estate assets, at cost (note 1) $ 11,858,064 11,495,581 Less: accumulated depreciation 2,415,860 2,174,963 Real estate assets, net 9,442,204 9,320,618 Investments in real estate partnerships (note 4) 350,377 372,591 Net real estate investments 9,792,581 9,693,209 Properties held for sale — 25,574 Cash, cash equivalents, and restricted cash, including $ 2,310 and $ 1,930 of restricted cash at December 31, 2022 and 2021, respectively (note 1) 68,776 95,027 Tenant and other receivables (note 1) 188,863 153,091 Deferred leasing costs, less accumulated amortization of $ 117,137 and $ 117,878 at December 31, 2022 and 2021, respectively 68,945 65,741 Acquired lease intangible assets, less accumulated amortization of $ 338,053 and $ 312,186 at December 31, 2022 and 2021, respectively (note 6) 197,745 212,707 Right of use assets, net 275,513 280,783 Other assets (note 5) 267,797 266,431 Total assets $ 10,860,220 10,792,563 Liabilities and Equity Liabilities: Notes payable (note 9) $ 3,726,754 3,718,944 Accounts payable and other liabilities 317,259 322,271 Acquired lease intangible liabilities, less accumulated amortization of $ 193,315 and $ 172,293 at December 31, 2022 and 2021, respectively (note 6) 354,204 363,276 Lease liabilities 213,722 215,788 Tenants’ security, escrow deposits and prepaid rent 70,242 62,352 Total liabilities 4,682,181 4,682,631 Commitments and contingencies (note 16) — — Equity: Stockholders’ equity (note 12): Common stock $ 0.01 par value per share, 220,000,000 shares authorized; 171,124,593 and 171,213,008 shares issued at December 31, 2022 and 2021, respectively 1,711 1,712 Treasury stock at cost, 465,415 and 427,901 shares held at December 31, 2022 and 2021, respectively ( 24,461 ) ( 22,758 ) Additional paid-in capital 7,877,152 7,883,458 Accumulated other comprehensive income (loss) 7,560 ( 10,227 ) Distributions in excess of net income ( 1,764,977 ) ( 1,814,814 ) Total stockholders’ equity 6,096,985 6,037,371 Noncontrolling interests (note 12): Exchangeable operating partnership units, aggregate redemption value of $ 46,340 and $ 56,844 at December 31, 2022 and 2021, respectively 34,489 35,447 Limited partners’ interests in consolidated partnerships (note 1) 46,565 37,114 Total noncontrolling interests 81,054 72,561 Total equity 6,178,039 6,109,932 Total liabilities and equity $ 10,860,220 10,792,563 See accompanying notes to Consolidated Financial Statements. 74 RE GENCY CENTERS CORPORATION Consolidated Statements of Operations For the years ended December 31, 2022, 2021, and 2020 (in thousands, except per share data) 2022 2021 2020 Revenues: Lease income $ 1,187,452 1,113,368 980,166 Other property income 10,719 12,456 9,508 Management, transaction, and other fees 25,851 40,337 26,501 Total revenues 1,224,022 1,166,161 1,016,175 Operating expenses: Depreciation and amortization 319,697 303,331 345,900 Property operating expense 196,148 184,553 170,073 Real estate taxes 149,795 142,129 143,004 General and administrative 79,903 78,218 75,001 Other operating expenses 6,166 5,751 12,642 Total operating expenses 751,709 713,982 746,620 Other expense (income): Interest expense, net 146,186 145,170 156,678 Goodwill impairment — — 132,128 Provision for impairment of real estate — 84,389 18,536 Gain on sale of real estate, net of tax ( 109,005 ) ( 91,119 ) ( 67,465 ) Early extinguishment of debt — — 21,837 Net investment loss (income) 6,921 ( 5,463 ) ( 5,307 ) Total other expense (income) 44,102 132,977 256,407 Income from operations before equity in income of investments in real estate partnerships 428,211 319,202 13,148 Equity in income of investments in real estate partnerships (note 4) 59,824 47,086 34,169 Net income 488,035 366,288 47,317 Noncontrolling interests: Exchangeable operating partnership units ( 2,105 ) ( 1,615 ) ( 203 ) Limited partners’ interests in consolidated partnerships ( 3,065 ) ( 3,262 ) ( 2,225 ) Income attributable to noncontrolling interests ( 5,170 ) ( 4,877 ) ( 2,428 ) Net income attributable to common stockholders $ 482,865 361,411 44,889 Income per common share - basic (note 15) $ 2.82 2.12 0.27 Income per common share - diluted (note 15) $ 2.81 2.12 0.26 See accompanying notes to Consolidated Financial Statements. 75 REG ENCY CENTERS CORPORATION Consolidated Statements of Comprehensive Income For the years ended December 31, 2022, 2021, and 2020 (in thousands) 2022 2021 2020 Net income $ 488,035 366,288 47,317 Other comprehensive income (loss): Effective portion of change in fair value of derivative instruments: Effective portion of change in fair value of derivative instruments 20,061 5,391 ( 19,187 ) Reclassification adjustment of derivative instruments included in net income 833 4,141 11,262 Unrealized (loss) gain on available-for-sale securities ( 1,309 ) ( 405 ) 320 Other comprehensive income (loss) 19,585 9,127 ( 7,605 ) Comprehensive income 507,620 375,415 39,712 Less: comprehensive income attributable to noncontrolling interests: Net income attributable to noncontrolling interests 5,170 4,877 2,428 Other comprehensive income (loss) attributable to noncontrolling interests 1,798 729 ( 977 ) Comprehensive income attributable to noncontrolling interests 6,968 5,606 1,451 Comprehensive income attributable to the Company $ 500,652 369,809 38,261 See accompanying notes to Consolidated Financial Statements. 76 REG ENCY CENTERS CORPORATION Consolidated Statements of Equity For the years ended December 31, 2022, 2021, and 2020 (in thousands, except per share data) 77 Stockholders' Equity Noncontrolling Interests Common Stock Treasury Stock Additional Paid In Capital Accumulated Other Comprehensive Loss Distributions in Excess of Net Income Total Stockholders’ Equity Exchangeable Operating Partnership Units Limited Partners’ Interest in Consolidated Partnerships Total Noncontrolling Interests Total Equity Balance at December 31, 2019 $ 1,676 ( 23,199 ) 7,654,930 ( 11,997 ) ( 1,408,062 ) 6,213,348 36,100 40,513 76,613 6,289,961 Net income — — — — 44,889 44,889 203 2,225 2,428 47,317 Other comprehensive (loss) income: Other comprehensive loss before reclassifications — — — ( 17,589 ) — ( 17,589 ) ( 79 ) ( 1,199 ) ( 1,278 ) ( 18,867 ) Amounts reclassified from accumulated other comprehensive income — — — 10,961 — 10,961 50 251 301 11,262 Deferred compensation plan, net — ( 1,237 ) 1,237 — — — — — — — Restricted stock issued, net of amortization 2 — 14,246 — — 14,248 — — — 14,248 Common stock repurchased for taxes withheld for stock based compensation, net — — ( 5,059 ) — — ( 5,059 ) — — — ( 5,059 ) Common stock issued under dividend reinvestment plan — — 1,139 — — 1,139 — — — 1,139 Common stock issued, net of issuance costs 19 — 125,589 — — 125,608 — — — 125,608 Contributions from partners — — — — — — — 606 606 606 Issuance of exchangeable operating partnership units — — — — — — 1,275 — 1,275 1,275 Distributions to partners — — — — — — — ( 4,888 ) ( 4,888 ) ( 4,888 ) Cash dividends declared: Common stock/unit ($ 2.380 per share) — — — — ( 402,633 ) ( 402,633 ) ( 1,822 ) — ( 1,822 ) ( 404,455 ) Balance at December 31, 2020 $ 1,697 ( 24,436 ) 7,792,082 ( 18,625 ) ( 1,765,806 ) 5,984,912 35,727 37,508 73,235 6,058,147 Net income — — — — 361,411 361,411 1,615 3,262 4,877 366,288 Other comprehensive income: Other comprehensive income before reclassifications — — — 4,603 — 4,603 23 360 383 4,986 Amounts reclassified from accumulated other comprehensive income — — — 3,795 — 3,795 17 329 346 4,141 Deferred compensation plan, net — 1,678 ( 1,603 ) — — 75 — — — 75 Restricted stock issued, net of amortization 2 — 12,650 — — 12,652 — — — 12,652 Common stock repurchased for taxes withheld for stock based compensation, net — — ( 3,553 ) — — ( 3,553 ) — — — ( 3,553 ) Common stock issued under dividend reinvestment plan — — 1,286 — — 1,286 — — — 1,286 Common stock issued for partnership units exchanged — — 99 — — 99 ( 99 ) — ( 99 ) — Common stock issued, net of issuance costs 13 — 82,497 — — 82,510 — — — 82,510 Distributions to partners — — — — — — — ( 4,345 ) ( 4,345 ) ( 4,345 ) Cash dividends declared: Common stock/unit ($ 2.410 per share) — — — — ( 410,419 ) ( 410,419 ) ( 1,836 ) — ( 1,836 ) ( 412,255 ) Balance at December 31, 2021 $ 1,712 ( 22,758 ) 7,883,458 ( 10,227 ) ( 1,814,814 ) 6,037,371 35,447 37,114 72,561 6,109,932 78 Stockholders' Equity Noncontrolling Interests Common Stock Treasury Stock Additional Paid In Capital Accumulated Other Comprehensive Loss Distributions in Excess of Net Income Total Stockholders’ Equity Exchangeable Operating Partnership Units Limited Partners’ Interest in Consolidated Partnerships Total Noncontrolling Interests Total Equity Balance at December 31, 2021 $ 1,712 ( 22,758 ) 7,883,458 ( 10,227 ) ( 1,814,814 ) 6,037,371 35,447 37,114 72,561 6,109,932 Net income — — — — 482,865 482,865 2,105 3,065 5,170 488,035 Other comprehensive income Other comprehensive income before reclassifications — — — 17,008 — 17,008 80 1,664 1,744 18,752 Amounts reclassified from accumulated other comprehensive income — — — 779 — 779 5 49 54 833 Deferred compensation plan, net — ( 1,703 ) 1,702 — — ( 1 ) — — — ( 1 ) Restricted stock issued, net of amortization 2 — 16,665 — — 16,667 — — — 16,667 Common stock repurchased for taxes withheld for stock based compensation, net — — ( 5,858 ) — — ( 5,858 ) — — — ( 5,858 ) Common stock repurchased and retired ( 13 ) — ( 75,406 ) — — ( 75,419 ) — — — ( 75,419 ) Common stock issued under dividend reinvestment plan — — 524 — — 524 — — — 524 Common stock issued for partnership units exchanged — — 1,275 — — 1,275 ( 1,275 ) — ( 1,275 ) — Common stock issued, net of issuance costs 10 — 61,274 — — 61,284 — — — 61,284 Reallocation of noncontrolling interest, net of transaction costs — — ( 6,482 ) — — ( 6,482 ) — 6,266 6,266 ( 216 ) Contributions from partners — — — — — — — 13,223 13,223 13,223 Distributions to partners — — — — — — — ( 14,816 ) ( 14,816 ) ( 14,816 ) Cash dividends declared: Common stock/unit ($ 2.525 per share) — — — — ( 433,028 ) ( 433,028 ) ( 1,873 ) — ( 1,873 ) ( 434,901 ) Balance at December 31, 2022 $ 1,711 ( 24,461 ) 7,877,152 7,560 ( 1,764,977 ) 6,096,985 34,489 46,565 81,054 6,178,039 See accompanying notes to Consolidated Financial Statements. 79 REG ENCY CENTERS CORPORATION Consolidated Statements of Cash Flows For the years ended December 31, 2022, 2021, and 2020 (in thousands) 2022 2021 2020 Cash flows from operating activities: Net income $ 488,035 366,288 47,317 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 319,697 303,331 345,900 Amortization of deferred loan costs and debt premiums 5,799 6,003 9,023 (Accretion) and amortization of above and below market lease intangibles, net ( 20,995 ) ( 22,936 ) ( 40,540 ) Stock-based compensation, net of capitalization 16,521 12,515 13,581 Equity in income of investments in real estate partnerships ( 59,824 ) ( 47,086 ) ( 34,169 ) Gain on sale of real estate, net of tax ( 109,005 ) ( 91,119 ) ( 67,465 ) Provision for impairment of real estate — 84,389 18,536 Goodwill impairment — — 132,128 Early extinguishment of debt — — 21,837 Distribution of earnings from investments in real estate partnerships 61,416 71,934 47,703 Settlement of derivative instrument — ( 2,472 ) — Deferred compensation (revenue) expense ( 6,128 ) 4,572 4,668 Realized and unrealized loss (gain) on investments 7,040 ( 5,348 ) ( 5,519 ) Changes in assets and liabilities: Tenant and other receivables ( 35,274 ) ( 24,869 ) 16,944 Deferred leasing costs ( 10,801 ) ( 6,966 ) ( 6,973 ) Other assets 1,292 ( 1,226 ) ( 1,200 ) Accounts payable and other liabilities ( 9,088 ) 6,677 997 Tenants’ security, escrow deposits and prepaid rent 7,130 5,701 ( 3,650 ) Net cash provided by operating activities 655,815 659,388 499,118 Cash flows from investing activities: Acquisition of operating real estate, net of cash acquired of $ 3,061 and $ 2,991 in 2022 and 2021, respectively ( 169,639 ) ( 392,051 ) ( 16,767 ) Real estate development and capital improvements ( 195,418 ) ( 177,631 ) ( 180,804 ) Proceeds from sale of real estate 143,133 206,193 189,444 Proceeds from property insurance casualty claims — — 7,957 Collection (issuance) of notes receivable, net 1,823 ( 20 ) ( 1,340 ) Investments in real estate partnerships ( 36,266 ) ( 23,476 ) ( 51,440 ) Return of capital from investments in real estate partnerships 48,473 99,945 32,125 Dividends on investment securities 1,113 813 353 Acquisition of investment securities ( 21,112 ) ( 23,971 ) ( 25,155 ) Proceeds from sale of investment securities 21,785 23,846 19,986 Net cash used in investing activities ( 206,108 ) ( 286,352 ) ( 25,641 ) 80 2022 2021 2020 Cash flows from financing activities: Net proceeds from common stock issuance 61,284 82,510 125,608 Repurchase of common shares in conjunction with equity award plans ( 6,447 ) ( 4,083 ) ( 5,512 ) Proceeds from sale of treasury stock 64 96 269 Common shares repurchased through share repurchase program ( 75,419 ) — — Distributions to limited partners in consolidated partnerships, net ( 7,245 ) ( 4,345 ) ( 2,770 ) Distributions to exchangeable operating partnership unit holders ( 1,867 ) ( 1,815 ) ( 1,366 ) Dividends paid to common stockholders ( 428,276 ) ( 403,085 ) ( 300,537 ) Repayment of fixed rate unsecured notes — — ( 300,000 ) Proceeds from issuance of fixed rate unsecured notes, net — — 598,830 Proceeds from unsecured credit facilities 95,000 — 610,000 Repayments of proceeds from unsecured credit facilities, net ( 95,000 ) ( 265,000 ) ( 830,000 ) Repayment of notes payable ( 6,745 ) ( 42,014 ) ( 67,189 ) Scheduled principal payments ( 11,219 ) ( 11,255 ) ( 11,104 ) Payment of loan costs ( 88 ) ( 7,468 ) ( 5,063 ) Early redemption costs — — ( 21,755 ) Net cash used in financing activities ( 475,958 ) ( 656,459 ) ( 210,589 ) Net (decrease) increase in cash, cash equivalents, and restricted cash ( 26,251 ) ( 283,423 ) 262,888 Cash, cash equivalents, and restricted cash at beginning of the year 95,027 378,450 115,562 Cash, cash equivalents, and restricted cash at end of the year $ 68,776 95,027 378,450 Supplemental disclosure of cash flow information: Cash paid for interest (net of capitalized interest of $ 4,166 , $ 4,202 , and $ 4,355 in 2022, 2021, and 2020, respectively) $ 141,359 140,084 151,338 Cash paid for income taxes, net of refunds $ 570 378 1,870 Supplemental disclosure of non-cash transactions: Common stock and exchangeable operating partnership dividends declared but not paid $ 111,709 107,480 101,412 Exchangeable operating partnership units issued for acquisition of real estate $ — — 1,275 Previously held equity investments in real estate assets acquired $ 17,179 ( 4,609 ) 5,986 Mortgage loans assumed by Company with the acquisition of real estate $ 22,779 111,104 16,359 Mortgage loan assumed by purchaser with the sale of real estate $ — — 8,250 Common stock issued by Parent Company for partnership units exchanged $ 1,275 99 — Real estate received in lieu of promote interest $ — 13,589 — Change in fair value of securities $ 1,658 513 315 Change in accrued capital expenditures $ 4,888 10,188 12,166 Common stock issued for dividend reinvestment plan $ 524 1,286 1,139 Stock-based compensation capitalized $ 735 666 1,119 Contributions from (distributions to) limited partners in consolidated partnerships, net $ 5,436 — ( 1,512 ) Reallocation of equity upon acquisition of a limited partner's interest in a consolidated partnership $ 6,266 — — Common stock issued for dividend reinvestment in trust $ 1,126 1,084 819 Contribution of stock awards into trust $ 2,250 1,416 1,524 Distribution of stock held in trust $ 786 3,647 1,052 See accompanying notes to Consolidated Financial Statements. 81 RE GENCY CENTERS, L.P.
Biggest changeAlso, 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. /s/ KPMG LLP Jacksonville, Florida February 16, 2024 65 RE GENCY CENTERS CORPORATION Consolidated Balance Sheets December 31, 2023 and 2022 (in thousands, except share data) 2023 2022 Assets Net real estate investments: Real estate assets, at cost (note 1) $ 13,454,391 11,858,064 Less: accumulated depreciation 2,691,386 2,415,860 Real estate assets, net 10,763,005 9,442,204 Investments in sales-type lease, net 8,705 — Investments in real estate partnerships (note 4) 370,605 350,377 Net real estate investments 11,142,315 9,792,581 Properties held for sale 18,878 — Cash, cash equivalents, and restricted cash, including $ 6,383 and $ 2,310 of restricted cash at December 31, 2023 and 2022, respectively (note 1) 91,354 68,776 Tenant and other receivables (note 1) 206,162 188,863 Deferred leasing costs, less accumulated amortization of $ 124,107 and $ 117,137 at December 31, 2023 and 2022, respectively 73,398 68,945 Acquired lease intangible assets, less accumulated amortization of $ 364,413 and $ 338,053 at December 31, 2023 and 2022, respectively (note 6) 283,375 197,745 Right of use assets, net 328,002 275,513 Other assets (note 5) 283,429 267,797 Total assets $ 12,426,913 10,860,220 Liabilities and Equity Liabilities: Notes payable, net (note 9) $ 4,001,949 3,726,754 Unsecured credit facility (note 9) 152,000 — Accounts payable and other liabilities 358,612 317,259 Acquired lease intangible liabilities, less accumulated amortization of $ 211,067 and $ 193,315 at December 31, 2023 and 2022, respectively (note 6) 398,302 354,204 Lease liabilities 246,063 213,722 Tenants’ security, escrow deposits and prepaid rent 78,052 70,242 Total liabilities 5,234,978 4,682,181 Equity: Shareholders’ equity (note 12): Preferred stock $ 0.01 par value per share, 30,000,000 shares authorized; 9,000,000 shares issued, in the aggregate, in Series A and Series B at December 31, 2023 with liquidation preferences of $ 25 per share and no shares authorized or issued at December 31, 2022 225,000 — Common stock $ 0.01 par value per share, 220,000,000 shares authorized; 184,581,070 and 171,124,593 shares issued at December 31, 2023 and 2022, respectively 1,846 1,711 Treasury stock at cost, 448,140 and 465,415 shares held at December 31, 2023 and 2022, respectively ( 25,488 ) ( 24,461 ) Additional paid-in-capital 8,704,240 7,877,152 Accumulated other comprehensive (loss) income ( 1,308 ) 7,560 Distributions in excess of net income ( 1,871,603 ) ( 1,764,977 ) Total shareholders’ equity 7,032,687 6,096,985 Noncontrolling interests (note 12): Exchangeable operating partnership units, aggregate redemption value of $ 74,199 and $ 46,340 at December 31, 2023 and 2022, respectively 42,195 34,489 Limited partners’ interests in consolidated partnerships (note 1) 117,053 46,565 Total noncontrolling interests 159,248 81,054 Total equity 7,191,935 6,178,039 Total liabilities and equity $ 12,426,913 10,860,220 See accompanying notes to consolidated financial statements. 66 RE GENCY CENTERS CORPORATION Consolidated Statements of Operations For the years ended December 31, 2023, 2022, and 2021 (in thousands, except per share data) 2023 2022 2021 Revenues: Lease income $ 1,283,939 1,187,452 1,113,368 Other property income 11,573 10,719 12,456 Management, transaction, and other fees 26,954 25,851 40,337 Total revenues 1,322,466 1,224,022 1,166,161 Operating expenses: Depreciation and amortization 352,282 319,697 303,331 Property operating expense 229,209 196,148 184,553 Real estate taxes 165,560 149,795 142,129 General and administrative 97,806 79,903 78,218 Other operating expenses 9,459 6,166 5,751 Total operating expenses 854,316 751,709 713,982 Other expense (income): Interest expense, net 154,249 146,186 145,170 Provision for impairment of real estate — — 84,389 Gain on sale of real estate, net of tax ( 661 ) ( 109,005 ) ( 91,119 ) Early extinguishment of debt ( 99 ) — — Net investment (income) loss ( 5,665 ) 6,921 ( 5,463 ) Total other expense 147,824 44,102 132,977 Income from operations before equity in income of investments in real estate partnerships 320,326 428,211 319,202 Equity in income of investments in real estate partnerships (note 4) 50,541 59,824 47,086 Net income 370,867 488,035 366,288 Noncontrolling interests: Exchangeable operating partnership units ( 2,008 ) ( 2,105 ) ( 1,615 ) Limited partners’ interests in consolidated partnerships ( 4,302 ) ( 3,065 ) ( 3,262 ) Income attributable to noncontrolling interests ( 6,310 ) ( 5,170 ) ( 4,877 ) Net income attributable to the Company 364,557 482,865 361,411 Preferred stock dividends ( 5,057 ) — — Net income attributable to common shareholders $ 359,500 482,865 361,411 Income per common share - basic (note 15) $ 2.04 2.82 2.12 Income per common share - diluted (note 15) $ 2.04 2.81 2.12 See accompanying notes to consolidated financial statements. 67 REG ENCY CENTERS CORPORATION Consolidated Statements of Comprehensive Income For the years ended December 31, 2023, 2022, and 2021 (in thousands) 2023 2022 2021 Net income $ 370,867 488,035 366,288 Other comprehensive income: Effective portion of change in fair value of derivative instruments: Effective portion of change in fair value of derivative instruments ( 2,448 ) 20,061 5,391 Reclassification adjustment of derivative instruments included in net income ( 7,536 ) 833 4,141 Unrealized gain (loss) on available-for-sale debt securities 337 ( 1,309 ) ( 405 ) Other comprehensive (loss) income ( 9,647 ) 19,585 9,127 Comprehensive income 361,220 507,620 375,415 Less: comprehensive income attributable to noncontrolling interests: Net income attributable to noncontrolling interests 6,310 5,170 4,877 Other comprehensive (loss) income attributable to noncontrolling interests ( 779 ) 1,798 729 Comprehensive income attributable to noncontrolling interests 5,531 6,968 5,606 Comprehensive income attributable to the Company $ 355,689 500,652 369,809 See accompanying notes to consolidated financial statements. 68 REG ENCY CENTERS CORPORATION Consolidated Statements of Equity For the years ended December 31, 2023, 2022, and 2021 (in thousands, except per share data) Shareholders' Equity Noncontrolling Interests Preferred Stock Common Stock Treasury Stock Additional Paid In Capital Accumulated Other Comprehensive Loss Distributions in Excess of Net Income Total Shareholders’ Equity Exchangeable Operating Partnership Units Limited Partners’ Interest in Consolidated Partnerships Total Noncontrolling Interests Total Equity Balance at December 31, 2020 $ — 1,697 ( 24,436 ) 7,792,082 ( 18,625 ) ( 1,765,806 ) 5,984,912 35,727 37,508 73,235 6,058,147 Net income — — — — — 361,411 361,411 1,615 3,262 4,877 366,288 Other comprehensive income Other comprehensive income before reclassification — — — — 4,603 — 4,603 23 360 383 4,986 Amounts reclassified from accumulated other comprehensive income — — — — 3,795 — 3,795 17 329 346 4,141 Deferred compensation plan, net — — 1,678 ( 1,603 ) — — 75 — — — 75 Restricted stock issued, net of amortization — 2 — 12,650 — — 12,652 — — — 12,652 Common stock repurchased for taxes withheld for stock-based compensation, net — — — ( 3,553 ) — — ( 3,553 ) — — — ( 3,553 ) Common stock issued under dividend reinvestment plan — — — 1,286 — — 1,286 — — — 1,286 Common stock issued for partnership units exchanged — — — 99 — — 99 ( 99 ) — ( 99 ) — Common stock issued, net of issuance costs — 13 — 82,497 — — 82,510 — — — 82,510 Distributions to partners — — — — — — — — ( 4,345 ) ( 4,345 ) ( 4,345 ) Cash dividends declared: Common stock/unit ($ 2.410 per share) — — — — — ( 410,419 ) ( 410,419 ) ( 1,836 ) — ( 1,836 ) ( 412,255 ) Balance at December 31, 2021 $ — 1,712 ( 22,758 ) 7,883,458 ( 10,227 ) ( 1,814,814 ) 6,037,371 35,447 37,114 72,561 6,109,932 Net income — — — — — 482,865 482,865 2,105 3,065 5,170 488,035 Other comprehensive income Other comprehensive income before reclassification — — — — 17,008 — 17,008 80 1,664 1,744 18,752 Amounts reclassified from accumulated other comprehensive income — — — — 779 — 779 5 49 54 833 Deferred compensation plan, net — — ( 1,703 ) 1,702 — — ( 1 ) — — — ( 1 ) Restricted stock issued, net of amortization — 2 — 16,665 — — 16,667 — — — 16,667 Common stock repurchased for taxes withheld for stock-based compensation, net — — — ( 5,858 ) — — ( 5,858 ) — — — ( 5,858 ) Common stock repurchased and retired — ( 13 ) — ( 75,406 ) — — ( 75,419 ) — — — ( 75,419 ) Common stock issued under dividend reinvestment plan — — — 524 — — 524 — — — 524 Common stock issued for partnership units exchanged — — — 1,275 — — 1,275 ( 1,275 ) — ( 1,275 ) — Common stock issued, net of issuance costs — 10 — 61,274 — — 61,284 — — — 61,284 Reallocation of noncontrolling interests, net of transaction costs — — — ( 6,482 ) — — ( 6,482 ) — 6,266 6,266 ( 216 ) Contributions from partners — — — — — — — — 13,223 13,223 13,223 Distributions to partners — — — — — — — — ( 14,816 ) ( 14,816 ) ( 14,816 ) Cash dividends declared: — — — Common stock/unit ($ 2.525 per share) — — — — — ( 433,028 ) ( 433,028 ) ( 1,873 ) — ( 1,873 ) ( 434,901 ) Balance at December 31, 2022 $ — $ 1,711 ( 24,461 ) 7,877,152 7,560 ( 1,764,977 ) 6,096,985 34,489 46,565 81,054 6,178,039 69 Shareholders' Equity Noncontrolling Interests Preferred Stock Common Stock Treasury Stock Additional Paid In Capital Accumulated Other Comprehensive Loss Distributions in Excess of Net Income Total Shareholders’ Equity Exchangeable Operating Partnership Units Limited Partners’ Interest in Consolidated Partnerships Total Noncontrolling Interests Total Equity Balance at December 31, 2022 $ — 1,711 ( 24,461 ) 7,877,152 7,560 ( 1,764,977 ) 6,096,985 34,489 46,565 81,054 6,178,039 Net income — — — — — 364,557 364,557 2,008 4,302 6,310 370,867 Other comprehensive loss Other comprehensive income before reclassification — — — — ( 2,063 ) — ( 2,063 ) ( 9 ) ( 39 ) ( 48 ) ( 2,111 ) Amounts reclassified from accumulated other comprehensive loss — — — — ( 6,805 ) — ( 6,805 ) ( 39 ) ( 692 ) ( 731 ) ( 7,536 ) Adjustment for noncontrolling interests in the Operating Partnership — — — 13,518 — — 13,518 ( 13,518 ) — ( 13,518 ) — Deferred compensation plan, net — — ( 1,027 ) 1,027 — — — — — — — Restricted stock issued, net of amortization — 2 — 20,439 — — 20,441 — — — 20,441 Common stock repurchased for taxes withheld for stock-based compensation, net — — — ( 7,074 ) — — ( 7,074 ) — — — ( 7,074 ) Common stock repurchased and retired — ( 3 ) — ( 20,003 ) — — ( 20,006 ) — — — ( 20,006 ) Repurchase of exchangeable operating partnership units — — — — — — — ( 9,163 ) — ( 9,163 ) ( 9,163 ) Common stock issued under dividend reinvestment plan — — — 622 — — 622 — — — 622 Common stock issued for partnership units exchanged — — — 198 — — 198 ( 198 ) — ( 198 ) — Common stock issued, net of issuance costs — 136 — 818,361 — — 818,497 — — — 818,497 Issuance of exchangeable operating partnership units — — — — — — — 31,253 — 31,253 31,253 Issuance of preferred stock 225,000 — — — — — 225,000 — — — 225,000 Contributions from partners — — — — — — — — 74,730 74,730 74,730 Distributions to partners — — — — — — — — ( 7,813 ) ( 7,813 ) ( 7,813 ) Cash dividends declared: Preferred stock/unit — — — — — ( 5,057 ) ( 5,057 ) — — — ( 5,057 ) Common stock/unit ($ 2.620 per share) — — — — — ( 466,126 ) ( 466,126 ) ( 2,628 ) — ( 2,628 ) ( 468,754 ) Balance at December 31, 2023 $ 225,000 1,846 ( 25,488 ) 8,704,240 ( 1,308 ) ( 1,871,603 ) 7,032,687 42,195 117,053 159,248 7,191,935 See accompanying notes to consolidated financial statements. 70 REG ENCY CENTERS CORPORATION Consolidated Statements of Cash Flows For the years ended December 31, 2023, 2022, and 2021 (in thousands) 2023 2022 2021 Cash flows from operating activities: Net income $ 370,867 488,035 366,288 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 352,282 319,697 303,331 Amortization of deferred loan costs and debt premiums 8,252 5,799 6,003 Accretion of above and below market lease intangibles, net ( 29,130 ) ( 20,995 ) ( 22,936 ) Stock-based compensation, net of capitalization 20,075 16,521 12,515 Equity in income of investments in real estate partnerships ( 50,541 ) ( 59,824 ) ( 47,086 ) Gain on sale of real estate, net of tax ( 661 ) ( 109,005 ) ( 91,119 ) Provision for impairment of real estate, net of tax — — 84,389 Early extinguishment of debt ( 99 ) — — Distribution of earnings from investments in real estate partnerships 66,531 61,416 71,934 Settlement of derivative instruments — — ( 2,472 ) Deferred compensation expense (income) 4,782 ( 6,128 ) 4,572 Realized and unrealized (gain) loss on investments ( 5,571 ) 7,040 ( 5,348 ) Changes in assets and liabilities: Tenant and other receivables ( 13,904 ) ( 35,274 ) ( 24,869 ) Deferred leasing costs ( 11,156 ) ( 10,801 ) ( 6,966 ) Other assets 3,028 1,292 ( 1,226 ) Accounts payable and other liabilities 5,152 ( 9,088 ) 6,677 Tenants’ security, escrow deposits and prepaid rent ( 316 ) 7,130 5,701 Net cash provided by operating activities 719,591 655,815 659,388 Cash flows from investing activities: Acquisition of operating real estate, net of cash acquired of $ 0 , $ 3,061 and $ 2,991 in 2023, 2022 and 2021, respectively ( 45,386 ) ( 169,639 ) ( 392,051 ) Acquisition of UBP, net of cash acquired of $ 14,143 ( 82,389 ) — — Real estate development and capital improvements ( 232,855 ) ( 195,418 ) ( 177,631 ) Proceeds from sale of real estate 11,167 143,133 206,193 Issuance of notes receivable ( 4,000 ) — ( 20 ) Collection of notes receivable 4,000 1,823 — Investments in real estate partnerships ( 13,119 ) ( 36,266 ) ( 23,476 ) Return of capital from investments in real estate partnerships 11,308 48,473 99,945 Dividends on investment securities 1,283 1,113 813 Acquisition of investment securities ( 7,990 ) ( 21,112 ) ( 23,971 ) Proceeds from sale of investment securities 16,003 21,785 23,846 Net cash used in investing activities ( 341,978 ) ( 206,108 ) ( 286,352 ) Cash flows from financing activities: Net proceeds from common stock issuance ( 33 ) 61,284 82,510 Repurchase of common shares in conjunction with equity award plans ( 7,662 ) ( 6,447 ) ( 4,083 ) Common shares repurchased through share repurchase program ( 20,006 ) ( 75,419 ) — Proceeds from sale of treasury stock 103 64 96 Contributions from limited partners in consolidated partnerships 10,238 — — Distributions to limited partners in consolidated partnerships ( 7,813 ) ( 7,245 ) ( 4,345 ) Distributions to exchangeable operating partnership unit holders ( 2,368 ) ( 1,867 ) ( 1,815 ) Redemption of exchangeable operating partnership units ( 9,163 ) — — Dividends paid to common shareholders ( 453,065 ) ( 428,276 ) ( 403,085 ) Dividends paid to preferred shareholders ( 3,413 ) — — Proceeds from unsecured credit facilities 557,000 95,000 — Repayment of unsecured credit facilities ( 405,000 ) ( 95,000 ) ( 265,000 ) Proceeds from notes payable 59,500 — — Repayment of notes payable ( 61,592 ) ( 6,745 ) ( 42,014 ) Scheduled principal payments ( 11,235 ) ( 11,219 ) ( 11,255 ) Payment of loan costs ( 526 ) ( 88 ) ( 7,468 ) Net cash used in financing activities ( 355,035 ) ( 475,958 ) ( 656,459 ) Net change in cash, cash equivalents, and restricted cash 22,578 ( 26,251 ) ( 283,423 ) Cash, cash equivalents, and restricted cash at beginning of the year 68,776 95,027 378,450 Cash, cash equivalents, and restricted cash at end of the year $ 91,354 68,776 95,027 71 2023 2022 2021 Supplemental disclosure of cash flow information: Cash paid for interest (net of capitalized interest of $ 5,695 , $ 4,166 , and $ 4,202 in 2023, 2022, and 2021, respectively) $ 147,176 141,359 140,084 Cash paid for income taxes, net of refunds $ 933 570 378 Supplemental disclosure of non-cash transactions: Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid $ 126,683 111,709 107,480 Previously held equity investments in real estate assets acquired $ — 17,179 ( 4,609 ) Mortgage loans assumed by Company with the acquisition of real estate $ 98 22,779 111,104 Right of use assets obtained in exchange for new operating lease liabilities $ 36,577 — — Sale of leased asset in exchange for net investment in sales-type lease $ 8,510 — — UBP Acquisition: Notes payable assumed in acquisition, at fair value $ 284,706 — — Noncontrolling interest assumed in acquisition, at fair value $ 64,492 — — Common stock exchanged for UBP shares $ 818,530 — — Preferred stock exchanged for UBP shares $ 225,000 — — Common stock issued for partnership units exchanged $ 199 1,275 99 Exchangeable operating partnership units issued for acquisition of real estate $ 31,253 — — Real estate received in lieu of promote interest $ — — 13,589 Change in accrued capital expenditures $ 8,877 4,888 10,188 Common stock issued under dividend reinvestment plan $ 622 524 1,286 Stock-based compensation capitalized $ 954 735 666 Contributions to investments in real estate partnerships $ 920 — — Contributions from limited partners in consolidated partnerships, net $ — 5,436 — Reallocation of equity upon acquisition of a limited partner's interest in a consolidated partnership $ — 6,266 — Adjustment for noncontrolling interests in the operating partnership $ — — — Common stock issued for dividend reinvestment in trust $ 1,193 1,126 1,084 Contribution of stock awards into trust $ 2,080 2,250 1,416 Distribution of stock held in trust $ 2,245 786 3,647 Change in fair value of securities $ 338 1,658 513 See accompanying notes to consolidated financial statements. 72 RE GENCY CENTERS, L.P.