Condensed Consolidating Financial Information | Condensed Consolidating Financial Information Many of our subsidiaries that are 100% owned, either directly or indirectly, have guaranteed our indebtedness under our unsecured senior notes, term loans and revolving credit facility. The guarantees are joint and several and full and unconditional. The following statements set forth consolidating financial information with respect to guarantors of our unsecured senior notes: Condensed Consolidating Balance Sheet As of June 30, 2016 Equity One, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated (In thousands) ASSETS Properties, net $ 129,764 $ 1,478,364 $ 1,476,836 $ (77 ) $ 3,084,887 Investment in affiliates 2,659,479 — — (2,659,479 ) — Other assets 54,735 100,380 197,425 (30,957 ) 321,583 TOTAL ASSETS $ 2,843,978 $ 1,578,744 $ 1,674,261 $ (2,690,513 ) $ 3,406,470 LIABILITIES Total notes payable $ 1,037,374 $ 25,544 $ 327,064 $ (30,534 ) $ 1,359,448 Other liabilities 8,132 60,551 180,367 (500 ) 248,550 TOTAL LIABILITIES 1,045,506 86,095 507,431 (31,034 ) 1,607,998 EQUITY 1,798,472 1,492,649 1,166,830 (2,659,479 ) 1,798,472 TOTAL LIABILITIES AND EQUITY $ 2,843,978 $ 1,578,744 $ 1,674,261 $ (2,690,513 ) $ 3,406,470 Condensed Consolidating Balance Sheet As of December 31, 2015 Equity One, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated (In thousands) ASSETS Properties, net $ 137,695 $ 1,495,211 $ 1,435,613 $ (83 ) $ 3,068,436 Investment in affiliates 2,899,538 — — (2,899,538 ) — Other assets 229,368 91,902 803,076 (816,879 ) 307,467 TOTAL ASSETS $ 3,266,601 $ 1,587,113 $ 2,238,689 $ (3,716,500 ) $ 3,375,903 LIABILITIES Total notes payable $ 1,683,262 $ 42,903 $ 401,157 $ (760,600 ) $ 1,366,722 Other liabilities 19,333 62,995 213,064 (56,362 ) 239,030 TOTAL LIABILITIES 1,702,595 105,898 614,221 (816,962 ) 1,605,752 EQUITY 1,564,006 1,481,215 1,624,468 (2,899,538 ) 1,770,151 TOTAL LIABILITIES AND EQUITY $ 3,266,601 $ 1,587,113 $ 2,238,689 $ (3,716,500 ) $ 3,375,903 Condensed Consolidating Statement of Comprehensive Income for the three months ended June 30, 2016 Equity One, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated (In thousands) Total revenue $ 5,809 $ 48,025 $ 38,697 $ — $ 92,531 Equity in subsidiaries' earnings 36,630 — — (36,630 ) — Total costs and expenses 10,677 25,705 23,535 (227 ) 59,690 INCOME BEFORE OTHER INCOME AND 31,762 22,320 15,162 (36,403 ) 32,841 Other income and (expense) (10,296 ) (314 ) (68 ) (250 ) (10,928 ) INCOME BEFORE INCOME TAXES 21,466 22,006 15,094 (36,653 ) 21,913 Income tax provision of taxable REIT subsidiaries — (36 ) (295 ) — (331 ) NET INCOME 21,466 21,970 14,799 (36,653 ) 21,582 Other comprehensive loss (616 ) — (116 ) — (732 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO EQUITY ONE, INC. $ 20,850 $ 21,970 $ 14,683 $ (36,653 ) $ 20,850 Condensed Consolidating Statement of Comprehensive Income for the three months ended June 30, 2015 Equity One, Inc. Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminating Entries Consolidated (In thousands) Total revenue $ 5,726 $ 46,408 $ 38,601 $ — $ 90,735 Equity in subsidiaries' earnings 51,462 — — (51,462 ) — Total costs and expenses 10,873 22,745 21,020 (265 ) 54,373 INCOME BEFORE OTHER INCOME AND 46,315 23,663 17,581 (51,197 ) 36,362 Other income and (expense) (19,053 ) (31 ) 12,720 (250 ) (6,614 ) INCOME BEFORE INCOME TAXES 27,262 23,632 30,301 (51,447 ) 29,748 Income tax provision of taxable REIT subsidiaries — (13 ) (174 ) — (187 ) NET INCOME 27,262 23,619 30,127 (51,447 ) 29,561 Other comprehensive income 1,031 — 208 — 1,239 COMPREHENSIVE INCOME 28,293 23,619 30,335 (51,447 ) 30,800 Comprehensive income attributable to — — (2,507 ) — (2,507 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO EQUITY ONE, INC. $ 28,293 $ 23,619 $ 27,828 $ (51,447 ) $ 28,293 Condensed Consolidating Statement of Comprehensive Income for the six months ended June 30, 2016 Equity One, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminating Entries Consolidated (In thousands) Total revenue $ 12,180 $ 95,547 $ 79,281 $ — $ 187,008 Equity in subsidiaries' earnings 80,402 — — (80,402 ) — Total costs and expenses 21,705 52,797 44,915 (489 ) 118,928 INCOME BEFORE OTHER INCOME AND 70,877 42,750 34,366 (79,913 ) 68,080 Other income and (expense) (28,596 ) 2,402 2,033 (500 ) (24,661 ) INCOME BEFORE INCOME TAXES 42,281 45,152 36,399 (80,413 ) 43,419 Income tax provision of taxable REIT subsidiaries — (66 ) (705 ) — (771 ) NET INCOME 42,281 45,086 35,694 (80,413 ) 42,648 Other comprehensive loss (7,430 ) — (367 ) — (7,797 ) COMPREHENSIVE INCOME ATTRIBUTABLE $ 34,851 $ 45,086 $ 35,327 $ (80,413 ) $ 34,851 Condensed Consolidating Statement of Comprehensive Income for the six months ended June 30, 2015 Equity One, Non- Eliminating Entries Consolidated (In thousands) Total revenue $ 11,410 $ 91,456 $ 76,348 $ — $ 179,214 Equity in subsidiaries' earnings 93,921 — — (93,921 ) — Total costs and expenses 21,143 44,906 41,801 (542 ) 107,308 INCOME BEFORE OTHER INCOME AND 84,188 46,550 34,547 (93,379 ) 71,906 Other income and (expense) (49,070 ) (681 ) 18,565 (500 ) (31,686 ) INCOME BEFORE INCOME TAXES 35,118 45,869 53,112 (93,879 ) 40,220 Income tax benefit (provision) of taxable REIT — 221 (372 ) — (151 ) NET INCOME 35,118 46,090 52,740 (93,879 ) 40,069 Other comprehensive (loss) income (1,540 ) — 58 — (1,482 ) COMPREHENSIVE INCOME 33,578 46,090 52,798 (93,879 ) 38,587 Comprehensive income attributable to — — (5,009 ) — (5,009 ) COMPREHENSIVE INCOME ATTRIBUTABLE $ 33,578 $ 46,090 $ 47,789 $ (93,879 ) $ 33,578 Condensed Consolidating Statement of Cash Flows for the six months ended June 30, 2016 Equity One, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidated (In thousands) Net cash (used in) provided by operating activities $ (36,348 ) $ 69,801 $ 59,299 $ 92,752 INVESTING ACTIVITIES: Acquisition of income producing property — — (30,000 ) (30,000 ) Additions to income producing properties (510 ) (3,232 ) (3,857 ) (7,599 ) Additions to construction in progress (506 ) (19,447 ) (16,297 ) (36,250 ) Proceeds from sale of operating properties 7,191 9,289 — 16,480 Increase in deferred leasing costs and lease intangibles (378 ) (2,383 ) (793 ) (3,554 ) Investment in joint ventures (302 ) — — (302 ) Distributions from joint ventures — — 752 752 Repayments from subsidiaries, net 103,922 (36,898 ) (67,024 ) — Net cash provided by (used in) investing activities 109,417 (52,671 ) (117,219 ) (60,473 ) FINANCING ACTIVITIES: Repayments of mortgage notes payable — (17,130 ) (40,793 ) (57,923 ) Borrowings under mortgage notes payable — — 100,435 100,435 Net repayments under revolving credit facility (45,000 ) — — (45,000 ) Borrowing under senior notes payable 100,000 — — 100,000 Repayment of senior notes payable (106,455 ) — — (106,455 ) Payment of deferred financing costs (309 ) — (1,722 ) (2,031 ) Proceeds from issuance of common stock 54,332 — — 54,332 Repurchase of common stock (511 ) — — (511 ) Stock issuance costs (965 ) — — (965 ) Dividends paid to stockholders (62,633 ) — — (62,633 ) Net cash (used in) provided by financing activities (61,541 ) (17,130 ) 57,920 (20,751 ) Net increase in cash and cash equivalents 11,528 — — 11,528 Cash and cash equivalents at beginning of the period 21,353 — — 21,353 Cash and cash equivalents at end of the period $ 32,881 $ — $ — $ 32,881 Condensed Consolidating Statement of Cash Flows for the six months ended June 30, 2015 Equity One, Inc. Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidated (In thousands) Net cash (used in) provided by operating activities $ (50,829 ) $ 65,322 $ 70,493 $ 84,986 INVESTING ACTIVITIES: Additions to income producing properties (1,367 ) (4,705 ) (3,532 ) (9,604 ) Acquisition of land — (750 ) — (750 ) Additions to construction in progress (4,755 ) (19,229 ) (11,079 ) (35,063 ) Proceeds from sale of operating properties — 4,526 — 4,526 Increase in deferred leasing costs and lease intangibles (546 ) (1,754 ) (1,243 ) (3,543 ) Investment in joint ventures (253 ) — (23,611 ) (23,864 ) Advances to joint ventures — — (71 ) (71 ) Distributions from joint ventures — — 1,395 1,395 Collection of development costs tax credit — 1,542 — 1,542 Repayments from subsidiaries, net 48,109 (43,800 ) (4,309 ) — Net cash provided by (used in) investing activities 41,188 (64,170 ) (42,450 ) (65,432 ) FINANCING ACTIVITIES: Repayments of mortgage notes payable — (1,152 ) (21,822 ) (22,974 ) Net borrowings under revolving credit facility 42,000 — — 42,000 Repayment of senior notes payable (110,122 ) — — (110,122 ) Payment of deferred financing costs (10 ) — — (10 ) Proceeds from issuance of common stock 124,812 — — 124,812 Repurchase of common stock (269 ) — — (269 ) Stock issuance costs (624 ) — — (624 ) Dividends paid to stockholders (55,978 ) — — (55,978 ) Purchase of noncontrolling interests — — (1,216 ) (1,216 ) Distributions to noncontrolling interests — — (5,005 ) (5,005 ) Net cash used in financing activities (191 ) (1,152 ) (28,043 ) (29,386 ) Net decrease in cash and cash equivalents (9,832 ) — — (9,832 ) Cash and cash equivalents at beginning of the period 27,469 — — 27,469 Cash and cash equivalents at end of the period $ 17,637 $ — $ — $ 17,637 |