REGRegency Centers

Summary of Significant Accounting Policies Goodwill, page 91 1. We note your qualitative approach for the impairment review of goodwill consists of an assessment of whether the property’s fair value is less than its carrying amount. Please clarify for us how you determined it was appropriate to consider the property’s fair value, as opposed to the corresponding reporting unit’s fair value including goodwill.

Rest of the question

Please refer to paragraph 3A of ASC 350-20-35.

Regency conducts its impairment reviews in accordance with Intangibles - Goodwill and Other Topic of the FASB ASC 350. Regency will clarify the description of its impairment review process by using the following language in its future filings. The underlined words reflect the changes from the prior description.

Goodwill represents the excess of the purchase price consideration for the Equity One merger over the fair value of the assets acquired and liabilities assumed, and reflects expected synergies from combining Regency's and Equity One's operations.

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The Company accounts for goodwill in accordance with the Intangibles - Goodwill and Other Topic of the FASB ASC 350, and allocates its goodwill to its reporting units, which have been determined to be at the individual property level. The Company performs an impairment evaluation of its goodwill at least annually, in November of each year, or more frequently as triggers occur.

The goodwill impairment evaluation may be completed through a qualitative or quantitative approach. Under a qualitative approach, the impairment review for goodwill consists of an assessment of whether it is more-likely-than-not that the reporting unit's fair value is less than its carrying value, including goodwill. If a qualitative approach indicates it is more likely-than-not that the estimated carrying value of a reporting unit (including goodwill) exceeds its fair value, or if the Company chooses to bypass the qualitative approach for any reporting unit, the Company will perform the quantitative approach described below.

AUSTIN

BOSTON

CHICAGO

DALLAS

DENVER

DETROIT

HOUSTON

JACKSONVILLE

LOS ANGELES

MADISON

MEXICO CITY

MIAMI

MILWAUKEE

NEW YORK

ORLANDO

SACRAMENTO

SAN DIEGO

SAN FRANCISCO

SILICON VALLEY

TALLAHASSEE

TAMPA

WASHINGTON, D.C.

BRUSSELS

TOKYO

The quantitative approach consists of estimating the fair value of each reporting unit using discounted projected future cash flows and comparing those estimated fair values with the carrying values, which include the allocated goodwill. If the estimated fair value is less than the carrying value, the Company would then recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

If you should have any additional questions, please contact me at (904) 633-8913.

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We note that your highlights include a bullet point for the non-GAAP measure Same property Net Operating Income. In future filings, please revise to include the comparable GAAP measure within your highlights. Reference is made to Question 102.10 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016.

In future filings, the Company will include a comparable GAAP measure within any highlights that include the non-GAAP measure – Same Property Net Operating Income. Read in the reply ↗

Notwithstanding the above, please label this measure “as adjusted” in future filings if this measure continues to include pre-acquisition results.

In future filings, the Company will label any measure "as adjusted" if such measure includes results from Equity One prior to the Company's merger. Read in the reply ↗

We note your adjustments for same property NOI related to non-ownership periods of Equity One here and on page 48 of your Form 10-Q for the period ended March 31, 2017. Please tell us how you determined the adjustments including any adjustments you made to the extent you received the information from third parties.

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Identify within your response each specific financial statement line item that includes pre-acquisition information and the amount of the adjustment made to each line item that relates to preacquisition results.

In the Company's reconciliation of Same Property NOI, the Company did not include any adjustments to the financial statement line items to reflect results from Equity One prior to its merger. The Company simply included "NOI from Equity One prior to merger" as a separate line item. The Company derived this information from the accounting records of Equity One and did not adjust such information. Equity One's financial information for the three month period ended March 31, 2016 and the two month period ended February 28, 2017 was subject to a limited internal review by the Company.

Rest of the answer

In future periodic filings, the Company will include disclosure as to the source of the pre-acquisition operating results and whether or not such results were audited or reviewed by the Company's auditors.

If you should have any additional questions, please contact me at (904) 633-8913.

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We note on page 2 of the opinion of Foley & Lardner LLP that the opinion has assumed that “Equity One will receive an opinion of counsel, on which the Company may rely, to the effect that, at all times since Equity One’s taxable year ended December 31, 1995 and through the Closing Date, Equity One has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the

Rest of the question

Code and its actual method of operation has enabled Equity One to meet, through the Effective Time of the Merger, the requirements for qualification and taxation as a REIT under the Code.” Please file this opinion of counsel to Equity One as an exhibit to your registration statement or remove this assumption from Foley & Lardner LLP’s opinion. Please see Staff Legal Bulletin No. 19 and Securities Act Rule 436(f).

In response to the Staff’s comment, Foley & Lardner LLP’s opinion has been revised and re-filed as Exhibit 8.3 to Amendment No. 2 and Kirkland & Ellis LLP’s opinion regarding Equity One’s qualification as a REIT has been filed as Exhibit 8.4 to Amendment No. 2.

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We hope that the foregoing, and the revisions to the Registration Statement, have been responsive to the Staff’s comments. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 403-1234 or by email at AOEmmerich@wlrk.com. Read in the reply ↗