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United States

SECURITIES AND EXCHANGE COMMISSION

Washington DC 20549



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FORM 10-Q



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(Mark One)

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

For the quarterly period ended September 30, 2006

-or-



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

For the transition period from  to

Commission File Number 0-24763



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REGENCY CENTERS, L.P.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 59-3429602                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)

121 West Forsyth Street, Suite 200

Jacksonville, Florida 32202

(Address of principal executive offices) (Zip
Code)

(904) 598-7000

(Registrants telephone number, including area code)

Unchanged

(Former name, former address and former fiscal year,

if changed since last report)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act



|(Check | One):    Large accelerated filer  x    Accelerated filer ̈Non-accelerated filer ̈
|------ | -------------------------------------------------------------------------------

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x



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##### Table of Contents

TABLE OF CONTENTS



|                                                                                                                |  |                     
|--------------------------------------------------------------------------------------------------------------- |  | --------------------
|                                                                                                                |  | Form 10-QReport Page
|PART I 
FINANCIAL INFORMATION                                                                                  |  |                     
|                                                                                                                | 
|Item 1.
Financial Statements                                                                                    |  |                     
|                                                                                                                | 
|Consolidated Balance Sheets as of September 30, 2006 and December 31, 2005                                      |  | 1                   
|                                                                                                                | 
|Consolidated Statements of Operations for the three months ended September 30, 2006 and 2005                    |  | 2                   
|                                                                                                                | 
|Consolidated Statements of Operations for the nine months ended September 30, 2006 and 2005                     |  | 3                   
|                                                                                                                | 
|Consolidated Statement of Changes in Partners Capital and Comprehensive Income (Loss) as of September 30, 2006 |  | 4                   
|                                                                                                                | 
|Consolidated Statements of Cash Flows for the nine months ended September 30, 2006 and 2005                     |  | 5                   
|                                                                                                                | 
|Notes to Consolidated Financial Statements                                                                      |  | 7                   
|                                                                                                                | 
|Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations                   |  | 32                  
|                                                                                                                | 
|Item 3.
Quantitative and Qualitative Disclosures about Market Risk                                              |  | 51                  
|                                                                                                                | 
|Item 4.
Controls and Procedures                                                                                 |  | 52                  
|                                                                                                                | 
|PART II 
OTHER INFORMATION                                                                                     |  |                     
|                                                                                                                | 
|Item 1.
Legal Proceedings                                                                                       |  | 53                  
|                                                                                                                | 
|Item 1A.
Risk Factors                                                                                           |  | 53                  
|                                                                                                                | 
|Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds                                             |  | 53                  
|                                                                                                                | 
|Item 3.
Defaults Upon Senior Securities                                                                         |  | 53                  
|                                                                                                                | 
|Item 4.
Submission of Matters to a Vote of Security Holders                                                     |  | 53                  
|                                                                                                                | 
|Item 5.
Other Information                                                                                       |  | 53                  
|                                                                                                                | 
|Item 6.
Exhibits                                                                                                |  | 53                  
|                                                                                                                | 
|SIGNATURE                                                                                                       |  | 54                  



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##### Table of Contents

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

September 30, 2006 and December 31, 2005

(in thousands, except unit data)



|                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | --------- | - | ---- | --------- | -
|                                                                                                                                                                                                                                                                  |  | 2006        |           |   | 2005 |          
|                                                                                                                                                                                                                                                                  |  | (unaudited) |           |   |      |          
|Assets                                                                                                                                                                                                                                                            |  |             |           |   |      |           |  
|Real estate investments at cost:                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|Land                                                                                                                                                                                                                                                              |  | $           | 829,285   |   |      | 853,275   |  
|Buildings and improvements                                                                                                                                                                                                                                        |  |             | 1,953,135 |   |      | 1,926,297 |  
|                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|                                                                                                                                                                                                                                                                  |  |             | 2,782,420 |   |      | 2,779,572 |  
|Less: accumulated depreciation                                                                                                                                                                                                                                    |  |             | 421,650   |   |      | 380,613   |  
|                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|                                                                                                                                                                                                                                                                  |  |             | 2,360,770 |   |      | 2,398,959 |  
|Properties in development                                                                                                                                                                                                                                         |  |             | 682,646   |   |      | 413,677   |  
|Operating properties held for sale                                                                                                                                                                                                                                |  |             | 27,366    |   |      | 36,567    |  
|Investments in real estate partnerships                                                                                                                                                                                                                           |  |             | 426,494   |   |      | 545,617   |  
|                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|Net real estate investments                                                                                                                                                                                                                                       |  |             | 3,497,276 |   |      | 3,394,820 |  
|                                                                                                                                                                                                                                                                  |  |            
|Cash and cash equivalents                                                                                                                                                                                                                                         |  |             | 38,360    |   |      | 42,458    |  
|Notes receivable                                                                                                                                                                                                                                                  |  |             | 21,916    |   |      | 46,473    |  
|Tenant receivables, net of allowance for uncollectible accounts of $3,916 and $3,849 at September 30, 2006 and December 31, 2005,
respectively                                                                                                                    |  |             | 54,727    |   |      | 56,878    |  
|Deferred costs, less accumulated amortization of $37,938 and $31,846 at September 30, 2006 and December 31, 2005,
respectively                                                                                                                                    |  |             | 40,217    |   |      | 41,657    |  
|Acquired lease intangible assets, less accumulated amortization of $9,597 and $6,593 at September 30, 2006 and December 31, 2005,
respectively                                                                                                                    |  |             | 13,229    |   |      | 10,182    |  
|Other assets                                                                                                                                                                                                                                                      |  |             | 38,113    |   |      | 23,747    |  
|                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|                                                                                                                                                                                                                                                                  |  | $           | 3,703,838 |   |      | 3,616,215 |  
|                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|Liabilities and Partners Capital                                                                                                                                                                                                                                 |  |             |           |   |      |           |  
|Liabilities:                                                                                                                                                                                                                                                      |  |             |           |   |      |           |  
|Notes payable                                                                                                                                                                                                                                                     |  |             | 1,456,377 |   |      | 1,451,942 |  
|Notes payable for properties held for sale                                                                                                                                                                                                                        |  |             | 14,590    |   |      |          |  
|Unsecured line of credit                                                                                                                                                                                                                                          |  |             | 158,000   |   |      | 162,000   |  
|Accounts payable and other liabilities                                                                                                                                                                                                                            |  |             | 146,893   |   |      | 110,800   |  
|Acquired lease intangible liabilities, net                                                                                                                                                                                                                        |  |             | 8,156     |   |      | 4,207     |  
|Tenants security and escrow deposits                                                                                                                                                                                                                             |  |             | 10,839    |   |      | 10,276    |  
|                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|Total liabilities                                                                                                                                                                                                                                                 |  |             | 1,794,855 |   |      | 1,739,225 |  
|                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|Limited partners interest in consolidated partnerships                                                                                                                                                                                                           |  |             | 17,834    |   |      | 11,088    |  
|                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|Partners Capital:                                                                                                                                                                                                                                                |  |             |           |   |      |           |  
|Series D preferred units, par value $100: 500,000 units issued and outstanding at September 30, 2006 and December 31,
2005                                                                                                                                        |  |             | 49,158    |   |      | 49,158    |  
|Preferred units of general partner, $.01 par value per unit, 30,000,000 units authorized; 3,000,000 and 800,000 units issued and outstanding
at both September 30, 2006 and December 31, 2005 with liquidation preferences of $25 and $250 per unit, respectively |  |             | 275,000   |   |      | 275,000   |  
|General partner; 68,886,061 and 67,966,343 units outstanding at September 30, 2006 and December 31, 2005,
respectively                                                                                                                                            |  |             | 1,563,047 |   |      | 1,525,517 |  
|Limited partners; 768,019 and 1,252,140 units outstanding at September 30, 2006 and December 31, 2005, respectively                                                                                                                                               |  |             | 17,278    |   |      | 27,919    |  
|Accumulated other comprehensive loss                                                                                                                                                                                                                              |  |             | (13,334   | ) |      | (11,692   | )
|                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|Total partners capital                                                                                                                                                                                                                                           |  |             | 1,891,149 |   |      | 1,865,902 |  
|                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|Commitments and contingencies                                                                                                                                                                                                                                     |  |             |           |   |      |           |  
|                                                                                                                                                                                                                                                                  |  | $           | 3,703,838 |   |      | 3,616,215 |  
|                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  

See accompanying notes to consolidated financial statements.



1



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##### Table of Contents

REGENCY CENTERS, L.P.

Consolidated Statements of Operations

For the three months ended September 30, 2006 and 2005

(in thousands, except per unit data)

(unaudited)



|                                                                                         |  |      |         |   |      |        |  
|---------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | ------ | -
|                                                                                         |  | 2006 |         |   | 2005 |       
|Revenues:                                                                                |  |      |         |   |      |        |  
|Minimum rent                                                                             |  | $    | 75,783  |   |      | 70,635 |  
|Percentage rent                                                                          |  |      | 1,002   |   |      | 847    |  
|Recoveries from tenants                                                                  |  |      | 22,942  |   |      | 19,455 |  
|Management, acquisition and other fees                                                   |  |      | 5,327   |   |      | 3,326  |  
|Equity in income (loss) of investments in real estate partnerships                       |  |      | 578     |   |      | (3,953 | )
|                                                                                         |  |      |         |   |      |        |  
|Total revenues                                                                           |  |      | 105,632 |   |      | 90,310 |  
|                                                                                         |  |      |         |   |      |        |  
|Operating expenses:                                                                      |  |      |         |   |      |        |  
|Depreciation and amortization                                                            |  |      | 21,989  |   |      | 19,710 |  
|Operating and maintenance                                                                |  |      | 13,022  |   |      | 12,732 |  
|General and administrative                                                               |  |      | 10,765  |   |      | 9,148  |  
|Real estate taxes                                                                        |  |      | 10,653  |   |      | 9,791  |  
|Other expenses, net                                                                      |  |      | (825    | ) |      | 204    |  
|                                                                                         |  |      |         |   |      |        |  
|Total operating expenses                                                                 |  |      | 55,604  |   |      | 51,585 |  
|                                                                                         |  |      |         |   |      |        |  
|Other expense (income)                                                                   |  |      |         |   |      |        |  
|Interest expense, net of interest income of $864 and $627 in 2006 and 2005, respectively |  |      | 20,121  |   |      | 22,727 |  
|Gain on sale of operating properties and properties in development                       |  |      | (15,414 | ) |      | (3,751 | )
|                                                                                         |  |      |         |   |      |        |  
|Total other expense (income)                                                             |  |      | 4,707   |   |      | 18,976 |  
|                                                                                         |  |      |         |   |      |        |  
|Income before minority interests                                                         |  |      | 45,321  |   |      | 19,749 |  
|                                                                                         |  |     
|Minority interest of limited partners                                                    |  |      | (16     | ) |      | (45    | )
|                                                                                         |  |      |         |   |      |        |  
|Income from continuing operations                                                        |  |      | 45,305  |   |      | 19,704 |  
|                                                                                         |  |     
|Discontinued operations:                                                                 |  |      |         |   |      |        |  
|Operating income from discontinued operations                                            |  |      | 404     |   |      | 2,086  |  
|Gain on sale of operating properties and properties in development                       |  |      | 27      |   |      | 13,819 |  
|                                                                                         |  |      |         |   |      |        |  
|Income from discontinued operations                                                      |  |      | 431     |   |      | 15,905 |  
|                                                                                         |  |      |         |   |      |        |  
|Net income                                                                               |  |      | 45,736  |   |      | 35,609 |  
|                                                                                         |  |     
|Preferred unit distributions                                                             |  |      | (5,850  | ) |      | (7,449 | )
|                                                                                         |  |      |         |   |      |        |  
|Net income for common unit holders                                                       |  | $    | 39,886  |   |      | 28,160 |  
|                                                                                         |  |      |         |   |      |        |  
|Income per common unit - basic:                                                          |  |      |         |   |      |        |  
|Continuing operations                                                                    |  | $    | 0.56    |   |      | 0.18   |  
|Discontinued operations                                                                  |  |      | 0.01    |   |      | 0.24   |  
|                                                                                         |  |      |         |   |      |        |  
|Net income for common unit holders per unit                                              |  | $    | 0.57    |   |      | 0.42   |  
|                                                                                         |  |      |         |   |      |        |  
|Income per common unit - diluted:                                                        |  |      |         |   |      |        |  
|Continuing operations                                                                    |  | $    | 0.56    |   |      | 0.18   |  
|Discontinued operations                                                                  |  |      | 0.01    |   |      | 0.23   |  
|                                                                                         |  |      |         |   |      |        |  
|Net income for common unit holders per unit                                              |  | $    | 0.57    |   |      | 0.41   |  
|                                                                                         |  |      |         |   |      |        |  

See accompanying notes to consolidated financial statements.



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REGENCY CENTERS, L.P.

Consolidated Statements of Operations

For the nine months ended September 30, 2006 and 2005

(in thousands, except per unit data)

(unaudited)



|                                                                                             |  |      |         |   |      |         |  
|-------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | ------- | -
|                                                                                             |  | 2006 |         |   | 2005 |        
|Revenues:                                                                                    |  |      |         |   |      |         |  
|Minimum rent                                                                                 |  | $    | 224,080 |   |      | 207,921 |  
|Percentage rent                                                                              |  |      | 1,930   |   |      | 1,641   |  
|Recoveries from tenants                                                                      |  |      | 64,461  |   |      | 59,452  |  
|Management, acquisition and other fees                                                       |  |      | 24,728  |   |      | 23,493  |  
|Equity in income (loss) of investments in real estate partnerships                           |  |      | 995     |   |      | (616    | )
|                                                                                             |  |      |         |   |      |         |  
|Total revenues                                                                               |  |      | 316,194 |   |      | 291,891 |  
|                                                                                             |  |      |         |   |      |         |  
|Operating expenses:                                                                          |  |      |         |   |      |         |  
|Depreciation and amortization                                                                |  |      | 64,164  |   |      | 58,691  |  
|Operating and maintenance                                                                    |  |      | 37,461  |   |      | 37,596  |  
|General and administrative                                                                   |  |      | 32,398  |   |      | 27,203  |  
|Real estate taxes                                                                            |  |      | 32,508  |   |      | 29,247  |  
|Other expenses                                                                               |  |      | 4,565   |   |      | 2,167   |  
|                                                                                             |  |      |         |   |      |         |  
|Total operating expenses                                                                     |  |      | 171,096 |   |      | 154,904 |  
|                                                                                             |  |      |         |   |      |         |  
|Other expense (income)                                                                       |  |      |         |   |      |         |  
|Interest expense, net of interest income of $3,414 and $1,671 in 2006 and 2005, respectively |  |      | 59,197  |   |      | 64,637  |  
|Gain on sale of operating properties and properties in development                           |  |      | (40,687 | ) |      | (13,890 | )
|                                                                                             |  |      |         |   |      |         |  
|Total other expense (income)                                                                 |  |      | 18,510  |   |      | 50,747  |  
|                                                                                             |  |      |         |   |      |         |  
|Income before minority interests                                                             |  |      | 126,588 |   |      | 86,240  |  
|                                                                                             |  |     
|Minority interest of limited partners                                                        |  |      | (4,791  | ) |      | (203    | )
|                                                                                             |  |      |         |   |      |         |  
|Income from continuing operations                                                            |  |      | 121,797 |   |      | 86,037  |  
|                                                                                             |  |     
|Discontinued operations:                                                                     |  |      |         |   |      |         |  
|Operating income from discontinued operations                                                |  |      | 1,284   |   |      | 7,268   |  
|Gain on sale of operating properties and properties in development                           |  |      | 34,010  |   |      | 30,552  |  
|                                                                                             |  |      |         |   |      |         |  
|Income from discontinued operations                                                          |  |      | 35,294  |   |      | 37,820  |  
|                                                                                             |  |      |         |   |      |         |  
|Net income                                                                                   |  |      | 157,091 |   |      | 123,857 |  
|                                                                                             |  |     
|Preferred unit distributions                                                                 |  |      | (17,550 | ) |      | (18,999 | )
|                                                                                             |  |      |         |   |      |         |  
|Net income for common unit holders                                                           |  | $    | 139,541 |   |      | 104,858 |  
|                                                                                             |  |      |         |   |      |         |  
|Income per common unit - basic:                                                              |  |      |         |   |      |         |  
|Continuing operations                                                                        |  | $    | 1.50    |   |      | 1.01    |  
|Discontinued operations                                                                      |  |      | 0.51    |   |      | 0.59    |  
|                                                                                             |  |      |         |   |      |         |  
|Net income for common unit holders per unit                                                  |  | $    | 2.01    |   |      | 1.60    |  
|                                                                                             |  |      |         |   |      |         |  
|Income per common unit - diluted:                                                            |  |      |         |   |      |         |  
|Continuing operations                                                                        |  | $    | 1.49    |   |      | 1.01    |  
|Discontinued operations                                                                      |  |      | 0.51    |   |      | 0.58    |  
|                                                                                             |  |      |         |   |      |         |  
|Net income for common unit holders per unit                                                  |  | $    | 2.00    |   |      | 1.59    |  
|                                                                                             |  |      |         |   |      |         |  

See accompanying notes to consolidated financial statements.



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REGENCY CENTERS, L.P.

Consolidated Statement of Changes in Partners Capital and Comprehensive Income
(Loss)

For the nine months ended September 30, 2006

(in thousands)

(unaudited)



|                                                                                      |  |                 |        |   |                                          |           |   |                 |         |   |                                            |         |   |                       |           |  
|------------------------------------------------------------------------------------- |  | --------------- | ------ | - | ---------------------------------------- | --------- | - | --------------- | ------- | - | ------------------------------------------ | ------- | - | --------------------- | --------- | -
|                                                                                      |  | Preferred Units |        |   | General PartnerPreferred andCommon Units |           |   | LimitedPartners |         |   | AccumulatedOtherComprehensiveIncome (Loss) |         |   | TotalPartnersCapital |          
|Balance at December 31, 2005                                                          |  | $               | 49,158 |   |                                          | 1,800,517 |   |                 | 27,919  |   |                                            | (11,692 | ) |                       | 1,865,902 |  
|Comprehensive income:                                                                 |  |                 |        |   |                                          |           |   |                 |         |   |                                            |         |   |                       |           |  
|Net income                                                                            |  |                 | 2,794  |   |                                          | 152,132   |   |                 | 2,165   |   |                                            |        |   |                       | 157,091   |  
|Amortization of loss on derivative instruments                                        |  |                 |       |   |                                          |          |   |                 |        |   |                                            | 979     |   |                       | 979       |  
|                                                                                      |  |                 |        |   |                                         
|Change in fair value of derivative instruments                                        |  |                 |       |   |                                          |          |   |                 |        |   |                                            | (2,621  | ) |                       | (2,621    | )
|                                                                                      |  |                 |        |   |                                          |           |   |                 |         |   |                                            |         |   |                       |           |  
|Total comprehensive income                                                            |  |                 |        |   |                                          |           |   |                 |         |   |                                            |         |   |                       | 155,449   |  
|Cash distributions to partners                                                        |  |                 |       |   |                                          | (122,278  | ) |                 | (1,845  | ) |                                            |        |   |                       | (124,123  | )
|Preferred unit distribution                                                           |  |                 | (2,794 | ) |                                          | (14,756   | ) |                 |        |   |                                            |        |   |                       | (17,550   | )
|Regency Restricted Stock issued, net of amortization                                  |  |                 |       |   |                                          | 12,538    |   |                 |        |   |                                            |        |   |                       | 12,538    |  
|Common Units issued as a result of common stock issued by Regency, net of repurchases |  |                 |       |   |                                          | (1,067    | ) |                 |        |   |                                            |        |   |                       | (1,067    | )
|Common Units exchanged for common stock of Regency                                    |  |                 |       |   |                                          | 20,506    |   |                 | (20,506 | ) |                                            |        |   |                       |          |  
|Reallocation of limited partners interest                                            |  |                 |       |   |                                          | (9,545    | ) |                 | 9,545   |   |                                            |        |   |                       |          |  
|                                                                                      |  |                 |        |   |                                          |           |   |                 |         |   |                                            |         |   |                       |           |  
|Balance at September 30, 2006                                                         |  | $               | 49,158 |   |                                          | 1,838,047 |   |                 | 17,278  |   |                                            | (13,334 | ) |                       | 1,891,149 |  
|                                                                                      |  |                 |        |   |                                          |           |   |                 |         |   |                                            |         |   |                       |           |  

See accompanying notes to consolidated financial statements.



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##### Table of Contents

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2006 and 2005

(in thousands)

(unaudited)



|                                                                                    |  |      |          |   |      |          |  
|----------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | -------- | -
|                                                                                    |  | 2006 |          |   | 2005 |         
|Cash flows from operating activities:                                               |  |      |          |   |      |          |  
|Net income                                                                          |  | $    | 157,091  |   |      | 123,857  |  
|Adjustments to reconcile net income to net cash provided by operating activities:   |  |      |          |   |      |          |  
|Depreciation and amortization                                                       |  |      | 65,152   |   |      | 63,614   |  
|Deferred loan cost and debt premium amortization                                    |  |      | 2,830    |   |      | 1,917    |  
|Stock based compensation                                                            |  |      | 12,845   |   |      | 15,148   |  
|Minority interest of limited partners                                               |  |      | 4,791    |   |      | 203      |  
|Equity in (income) loss of investments in real estate partnerships                  |  |      | (995     | ) |      | 616      |  
|Net gain on sale of properties                                                      |  |      | (74,697  | ) |      | (47,728  | )
|Provision for loss on operating properties                                          |  |      | 500      |   |      |         |  
|Distributions from operations of investments in real estate partnerships            |  |      | 24,205   |   |      | 16,782   |  
|Changes in assets and liabilities:                                                  |  |      |          |   |      |          |  
|Tenant receivables                                                                  |  |      | 2,151    |   |      | 3,092    |  
|Deferred leasing costs                                                              |  |      | (5,693   | ) |      | (5,119   | )
|Other assets                                                                        |  |      | (17,110  | ) |      | (11,248  | )
|Accounts payable and other liabilities                                              |  |      | (7,439   | ) |      | (8,609   | )
|Above and below market lease intangibles, net                                       |  |      | (995     | ) |      | (715     | )
|Tenants security and escrow deposits                                               |  |      | 562      |   |      | 67       |  
|                                                                                    |  |      |          |   |      |          |  
|Net cash provided by operating activities                                           |  |      | 163,198  |   |      | 144,567  |  
|                                                                                    |  |      |          |   |      |          |  
|Cash flows from investing activities:                                               |  |      |          |   |      |          |  
|Acquisition of operating real estate                                                |  |      | (19,337  | ) |      |         |  
|Development of real estate including land acquired                                  |  |      | (305,446 | ) |      | (216,622 | )
|Proceeds from sale of real estate investments                                       |  |      | 308,354  |   |      | 149,912  |  
|Repayment of notes receivable, net                                                  |  |      | 14,753   |   |      | 3,751    |  
|Investments in real estate partnerships                                             |  |      | (15,772  | ) |      | (405,693 | )
|Distributions received from investments in real estate partnerships                 |  |      | 11,178   |   |      | 23,958   |  
|                                                                                    |  |      |          |   |      |          |  
|Net cash used in investing activities                                               |  |      | (6,270   | ) |      | (444,694 | )
|                                                                                    |  |      |          |   |      |          |  
|Cash flows from financing activities:                                               |  |      |          |   |      |          |  
|Net proceeds from Common Units issued as a result of Common Stock issued by Regency |  |      | 2,791    |   |      | 203,333  |  
|Redemption of preferred units                                                       |  |      |         |   |      | (54,000  | )
|(Distributions) contributions from limited partners in consolidated partnerships    |  |      | (2,326   | ) |      | 25       |  
|Distributions to preferred unit holders                                             |  |      | (11,700  | ) |      | (17,603  | )
|Cash distributions to partners                                                      |  |      | (121,236 | ) |      | (108,670 | )
|Repayment of unsecured line of credit, net                                          |  |      | (4,000   | ) |      | (75,000  | )
|Repayment of notes payable                                                          |  |      | (21,208  | ) |      | (36,908  | )
|Scheduled principal payments                                                        |  |      | (3,338   | ) |      | (4,262   | )
|Deferred loan costs                                                                 |  |      | (9       | ) |      | (3,158   | )
|                                                                                    |  |      |          |   |      |          |  
|Net cash (used in) provided by financing activities                                 |  |      | (161,026 | ) |      | 236,040  |  
|                                                                                    |  |      |          |   |      |          |  
|Net decrease in cash and cash equivalents                                           |  |      | (4,098   | ) |      | (64,087  | )
|                                                                                    |  |     
|Cash and cash equivalents at beginning of the period                                |  |      | 42,458   |   |      | 95,320   |  
|                                                                                    |  |      |          |   |      |          |  
|Cash and cash equivalents at end of the period                                      |  | $    | 38,360   |   |      | 31,233   |  
|                                                                                    |  |      |          |   |      |          |  



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##### Table of Contents

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2006 and 2005

(in thousands)



|                                                                                                                                                             |  |      |        |      |       
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | ------ | ---- | ------
|                                                                                                                                                             |  | 2006 |        | 2005
|Supplemental disclosure of cash flow information - cash paid for interest (net of capitalized interest of $16,931 and $8,887 in 2006 and 2005,
respectively) |  | $    | 73,987 |      | 75,384
|                                                                                                                                                             |  |      |        |      |       
|Supplemental disclosure of non-cash transactions:                                                                                                            |  |      |        |      |       
|                                                                                                                                                             |  |     
|Regency common stock issued for partnership units exchanged                                                                                                  |  | $    | 20,506 |      | 5,848 
|                                                                                                                                                             |  |      |        |      |       
|Mortgage loans assumed for the acquisition of real estate                                                                                                    |  | $    | 44,000 |      |      
|                                                                                                                                                             |  |      |        |      |       
|Real estate contributed as investments in real estate partnerships                                                                                           |  | $    | 7,573  |      | 7,684 
|                                                                                                                                                             |  |      |        |      |       
|Notes receivable taken in connection with out parcel sales                                                                                                   |  | $    | 2,401  |      |      
|                                                                                                                                                             |  |      |        |      |       
|Change in fair value of derivative instrument                                                                                                                |  | $    | 2,621  |      |      
|                                                                                                                                                             |  |      |        |      |       
|Regency common stock issued for dividend reinvestment plan                                                                                                   |  | $    | 2,886  |      | 2,061 
|                                                                                                                                                             |  |      |        |      |       

See accompanying notes to consolidated financial statements.



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##### Table of Contents

Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006





|1. | Summary of Significant Accounting Policies
|-- | ------------------------------------------



| | (a) | Organization and Principles of Consolidation
| | --- | --------------------------------------------

General

Regency Centers Corporation (Regency or the Company) began its operations as a Real Estate
Investment Trust (REIT) in 1993, and is the managing general partner of its operating partnership, Regency Centers, L.P. (RCLP or the Partnership). Regency currently owns approximately 99% of the outstanding
common partnership units (Units) of the Partnership. Regency engages in the ownership, management, leasing, acquisition, and development of retail shopping centers through the Partnership, and has no other assets or liabilities other
than through its investment in the Partnership. At September 30, 2006, the Partnership directly owned 216 retail shopping centers and held partial interests in an additional 183 retail shopping centers through investments in joint ventures.

Consolidation

The accompanying consolidated financial statements include the accounts of the Partnership and its wholly owned subsidiaries, and joint ventures in which the Partnership has a majority ownership or controlling interest. The equity interests
of third parties held in the Partnership or its majority owned joint ventures are included in the consolidated financial statements as preferred units, exchangeable operating partnership units or limited partners interest in consolidated
partnerships. All significant inter-company balances and transactions have been eliminated in the consolidated financial statements.

Investments in joint ventures not controlled by the Partnership (Unconsolidated Joint Ventures) are accounted for under the equity method. The Partnership has evaluated its investment in the Unconsolidated Joint Ventures and has
concluded that they are not variable interest entities as defined in the Financial Accounting Standards Board (FASB) Interpretation No. 46(R) Consolidation of Variable Interest Entities (FIN 46R). The other
venture partners in the Unconsolidated Joint Ventures have significant ownership rights, including approval over operating budgets and strategic plans, capital spending, sale or financing, and admission of new partners; therefore, the Partnership
has concluded that the equity method of accounting is appropriate for these interests which do not require consolidation under EITF Issue No. 04-5 Determining Whether a General Partner, or the General Partners as a Group, Controls a
Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights. Under the equity method of accounting, investments in the Unconsolidated Joint Ventures are initially recorded at cost, and subsequently increased for
additional contributions and allocations of income and reduced for distributions received and allocation of losses. These investments are included in the consolidated financial statements as Investments in Real Estate Partnerships.

Ownership of the Company

Regency has a single class of common stock outstanding and three series of preferred stock outstanding (Series 3, 4, and 5 Preferred Stock). The dividends on the Series 3, 4, and 5 Preferred Stock are cumulative and payable in arrears on or
before the last day of each calendar quarter. The Company owns corresponding Series 3, 4, and 5 preferred unit interests (Series 3, 4, and 5 Preferred Units) in the Partnership that entitle the Company to income and distributions from
the Partnership in amounts equal to the dividends paid on the Companys Series 3, 4, and 5 Preferred Stock.



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##### Table of Contents

Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



| | (a) | Organization and Principles of Consolidation (continued)
| | --- | --------------------------------------------------------

Ownership of the Operating Partnership

The Partnerships capital includes general and limited
common partnership Units, Series 3, 4, and 5 Preferred Units owned by the Company, and Series D Preferred Units owned by institutional investors. At September 30, 2006, the Company owned approximately 99% or 68,886,061 Partnership Units of the
total 69,654,080 Partnership Units outstanding. Each outstanding common Partnership Unit not owned by the Company is exchangeable for one share of Regency common stock. Net income and distributions of the Partnership are allocable first to the
Preferred Units, and the remaining amounts to the general and limited partners Units in accordance with their ownership percentage. The Series 3, 4, and 5 Preferred Units owned by the Company are eliminated in consolidation.



| | (b) | Revenues
| | --- | --------

The Partnership leases space to tenants under
agreements with varying terms. Leases are accounted for as operating leases with minimum rent recognized on a straight-line basis over the term of the lease regardless of when payments are due. Accrued rents are included in tenant receivables. As
part of the leasing process, the Partnership may provide the lessee with an allowance for the construction of leasehold improvements. Leasehold improvements are capitalized as part of the building and recorded as tenant improvements and depreciated
over the shorter of the useful life of the improvements or the lease term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Partnership is not considered the owner of the
improvements, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of rental revenue. Factors considered during this evaluation include, among others, who holds legal title to the improvements, and
other controlling rights provided by the lease agreement (e.g. unilateral control of the tenant space during the build-out process). Determination of the accounting for a tenant allowance is made on a case-by-case basis, considering the facts and
circumstances of the individual tenant lease. Lease revenue recognition commences when the lessee is given possession of the leased space upon completion of tenant improvements when the Partnership is the owner of the leasehold improvements;
however, when the leasehold improvements are owned by the tenant, the lease inception date is when the tenant obtains possession of the leased space for purposes of constructing its leasehold improvements.

Substantially all of the lease agreements contain provisions that provide for additional rents based on tenants' sales volume (contingent or percentage
rent) and reimbursement of the tenants' share of real estate taxes, insurance and common area maintenance (CAM) costs. Percentage rents are recognized when the tenants achieve the specified targets as defined in their lease agreements.
Recovery of real estate taxes, insurance and CAM costs are recognized as the respective costs are incurred in accordance with the lease agreements.

The Partnership accounts for profit recognition on sales of real estate in accordance with Statement of Financial Accounting Standards (SFAS) Statement No. 66, Accounting for Sales of Real Estate. In summary,
profits from sales will not be recognized by the Partnership unless a sale has been consummated; the buyers initial and continuing investment is adequate to demonstrate a commitment to pay for the property; the Partnership has transferred to
the buyer the usual risks and rewards of ownership; and the Partnership does not have substantial continuing involvement with the property.



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##### Table of Contents

Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



| | (b) | Revenues (continued)
| | --- | --------------------

The Partnership has been engaged by
joint ventures to provide asset, property management and leasing services for such ventures shopping centers. The fees are market based and generally calculated as a percentage of either revenues earned or the estimated values of the
properties managed, and are recognized as services are provided.



| | (c) | Real Estate Investments
| | --- | -----------------------

Land, buildings and improvements
are recorded at cost. All specifically identifiable costs related to development activities are capitalized into properties in development on the consolidated balance sheets. The capitalized costs include pre-development costs essential to the
development of the property, development costs, construction costs, interest costs, real estate taxes, and direct employee costs incurred during the period of development.

The Partnership incurs costs prior to land acquisition including contract deposits, as well as legal, engineering and other external professional fees related to evaluating the feasibility of developing a shopping
center. These pre-development costs are included in properties in development. If the Partnership determines that the development of a particular shopping center is no longer probable, any related pre-development costs previously incurred are
immediately expensed. At September 30, 2006 and December 31, 2005, the Partnership had capitalized pre-development costs of $20.3 million and $12.2 million, respectively of which $7.7 million and $5.3 million, respectively were refundable
deposits.

The Partnerships method of capitalizing interest is based upon applying its weighted average borrowing rate to that portion
of the actual development costs expended. The Partnership ceases cost capitalization when the property is available for occupancy upon substantial completion of tenant improvements. In no event would the Partnership capitalize interest on the
project beyond 12 months after substantial completion of the building shell.

Maintenance and repairs that do not improve or extend the
useful lives of the respective assets are recorded in operating and maintenance expense.

Depreciation is computed using the straight-line
method over estimated useful lives of up to 40 years for buildings and improvements, term of lease for tenant improvements, and three to seven years for furniture and equipment.

The Partnership and the Unconsolidated Joint Ventures allocate the purchase price of assets acquired (net tangible and identifiable intangible assets) and
liabilities assumed based on their relative fair values at the date of acquisition pursuant to the provisions of SFAS No. 141, Business Combinations (Statement 141). Statement 141 provides guidance on allocating a
portion of the purchase price of a property to intangible assets. The Partnership's methodology for this allocation includes estimating an as-if vacant fair value of the physical property, which is allocated to land, building and
improvements. The difference between the purchase price and the as-if vacant fair value is allocated to intangible assets. There are three categories of intangible assets to be considered: (i) value of in-place leases,
(ii) above and below-market value of in-place leases and (iii) customer relationship value.

The value of in-place leases is
estimated based on the value associated with the costs avoided in originating leases compared to the acquired in-place leases as well as the value associated with lost rental and recovery revenue during the assumed lease-up period. The value of
in-place leases is amortized to expense over the remaining initial term of the respective leases.



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##### Table of Contents

Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



| | (c) | Real Estate Investments (continued)
| | --- | -----------------------------------

Above-market and
below-market in-place lease values for acquired properties are recorded based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management's estimate of fair
market lease rates for the comparable in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The value of above-market leases is amortized as a reduction of minimum rent over the remaining terms of the
respective leases. The value of below-market leases is accreted as an increase to minimum rent over the remaining terms of the respective leases, including renewal options.

The Partnership allocates no value to customer relationship intangibles if it has pre-existing business relationships with the major retailers in the
acquired property since they provide no incremental value over the Partnership's existing relationships.

The Partnership follows the
provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (Statement 144). In accordance with Statement 144, the Partnership classifies an operating property as held-for-sale when it
determines that the property is available for immediate sale in its present condition, the property is being actively marketed for sale and management is reasonably certain that a sale will be consummated. Operating properties held-for-sale are
carried at the lower of cost or fair value less costs to sell. Depreciation and amortization are suspended during the held-for-sale period. The operations of properties held-for-sale are reclassified into discontinued operations for all periods
presented.

In accordance with Statement 144, when the Partnership sells a property and will not have continuing involvement after
disposition, the operations and cash flows of the property are eliminated and its operations and gain on sale are reported in discontinued operations so that the operations and cash flows are clearly distinguished. Once classified in discontinued
operations, these properties are eliminated from ongoing operations. Prior periods are also represented to reflect the operations of these properties as discontinued operations. When the Partnership sells operating properties to its joint ventures
or to third parties, and it will have continuing involvement, the operations and gains on sales are included in income from continuing operations.

The Partnership reviews its real estate portfolio for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable based upon expected undiscounted cash flows from the property. The
Partnership determines impairment by comparing the propertys carrying value to an estimate of fair value based upon varying methods such as i) estimating future cash flows, ii) determining resale values by market, or iii) applying a
capitalization rate to net operating income using prevailing rates in a given market. These methods of determining fair value can fluctuate significantly as a result of a number of factors, including changes in the general economy of those markets
in which the Partnership operates, tenant credit quality and demand for new retail stores. In the event that the carrying amount of a property is not recoverable and exceeds its fair value, the Partnership will write down the asset to fair value for
held-and-used assets and to fair value less costs to sell for held-for-sale assets. During the second quarter, the Partnership established a provision for loss of $500,000 to adjust an operating property sold in the third
quarter to its estimated fair value. The provision for loss on properties subsequently sold to third parties is included as part of discontinued operations.



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##### Table of Contents

Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



| | (d) | Income Taxes
| | --- | ------------

The Partnerships taxable income and
loss is reported by its partners, of which the Company as general partner and 99% owner, is allocated its proportionate share of tax attributes.

The Company believes it qualifies, and intends to continue to qualify, as a REIT under the Internal Revenue Code (the Code). As a REIT, the Company will generally not be subject to federal income tax, provided that distributions
to its stockholders are at least equal to REIT taxable income.

Earnings and profits, which determine the taxability of dividends to
stockholders, differs from net income reported for financial reporting purposes primarily because of differences in depreciable lives and cost bases of the shopping centers, as well as other timing differences.

Regency Realty Group, Inc. (RRG), a wholly-owned subsidiary of RCLP, is a Taxable REIT Subsidiary as defined in Section 856(l) of the
Code. RRG is subject to federal and state income taxes and files separate tax returns. During the nine months ended September 30, 2006 and 2005, the Companys provision for federal and state income taxes was approximately $1.6 million and
$4.0 million, respectively.



| | (e) | Deferred Costs
| | --- | --------------

Deferred costs include deferred leasing
costs and deferred loan costs, net of accumulated amortization. Such costs are amortized over the periods through lease expiration or loan maturity, respectively. Deferred leasing costs consist of internal and external commissions associated with
leasing the Partnerships shopping centers. Net deferred leasing costs were $31.2 million and $30.6 million at September 30, 2006 and December 31, 2005, respectively. Deferred loan costs consist of initial direct and incremental costs
associated with financing activities. Net deferred loan costs were $9.0 million and $11.1 million at September 30, 2006 and December 31, 2005, respectively.



| | (f) | Earnings per Unit and Treasury Stock
| | --- | ------------------------------------

Basic net income per
unit is computed based upon the weighted average number of common units outstanding during the period. Diluted net income per unit also includes common unit equivalents for stock options, restricted stock and exchangeable operating partnership
units, if dilutive. See note 11 for the calculation of earnings per unit (EPU).

Repurchases of the Companys common stock
are recorded at cost and are reflected as Treasury stock in the consolidated statement of stockholders equity and comprehensive income (loss) and recorded in General Partner Preferred and Common Units of the Partnerships consolidated
statement of changes in partners capital and comprehensive income (loss). Outstanding shares do not include treasury shares. Concurrent with the Treasury stock repurchases by Regency, the Partnership repurchases the same amount of general
partnership units from Regency.



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##### Table of Contents

Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



| | (g) | Cash and Cash Equivalents
| | --- | -------------------------

Any instruments which have an
original maturity of 90 days or less when purchased are considered cash equivalents. Cash distributions of normal operating earnings from investments in real estate partnerships are included in cash flows from operations in the consolidated
statements of cash flows. Cash distributions from the sale or loan proceeds from the placement of debt on a property included in investments in real estate partnerships is included in cash flows from investing activities in the consolidated
statements of cash flows.



| | (h) | Estimates
| | --- | ---------

The preparation of financial statements in
conformity with U.S. generally accepted accounting principles requires the Partnership'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.



| | (i) | Stock-Based Compensation
| | --- | ------------------------

Regency grants stock-based
compensation to its employees, all of which are employed by the Partnership. When Regency issues common shares as compensation, it receives a comparable number of common units from the Partnership including stock options. Regency is committed to
contribute to the Partnership all proceeds from the exercise of stock options or other stock-based awards granted under Regency's Long-Term Omnibus Plan. Accordingly, Regency's ownership in the Partnership will increase based on the amount of
proceeds contributed to the Partnership for the common units it receives. As a result of the issuance of common units to Regency for stock-based compensation, the Partnership accounts for stock-based compensation in the same manner as Regency.

On December 16, 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (Statement
123(R)), which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation (Statement 123). Statement 123(R) supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued
to Employees (Opinion 25) and generally, the approach is similar to that described in Statement 123. However, Statement 123(R) requires all share-based payments to employees, including grants of employee stock options, be
recognized in the consolidated statements of operations based on their fair values and pro-forma disclosure is no longer an alternative. Statement 123(R) was effective for fiscal years beginning after December 31, 2005, however the Partnership
elected early adoption effective January 1, 2005. As permitted by Statement 123(R), the Partnership applied the modified prospective method in which compensation cost is recognized beginning with the effective date (a) based on
the requirements of Statement 123(R) for all share-based payments granted after the effective date and (b) based on the requirements of Statement 123 for all awards granted to employees prior to the effective date of Statement 123(R) that
remain unvested on the effective date. See Note 10 for further discussion.



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##### Table of Contents

Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



| | (j) | Segment Reporting
| | --- | -----------------

The Partnerships business is
investing in retail shopping centers through direct ownership or through joint ventures. The Partnership actively manages its portfolio of retail shopping centers and may from time to time make decisions to sell lower performing properties or
developments not meeting its long-term investment objectives. The proceeds from sales are reinvested into higher quality retail shopping centers through acquisitions or new developments, which management believes will meet its planned rate of
return. It is managements intent that all retail shopping centers will be owned or developed for investment purposes. The Partnerships revenue and net income are generated from the operation of its investment portfolio. The Partnership
also earns fees from third parties for services provided to manage and lease retail shopping centers owned through joint ventures.

The
Partnerships portfolio is located throughout the United States; however, management does not distinguish or group its operations on a geographical basis for purposes of allocating resources or measuring performance. The Partnership reviews
operating and financial data for each property on an individual basis, therefore, the Partnership defines an operating segment as its individual properties. No individual property constitutes more than 10% of the Partnerships combined revenue,
net income or assets, and thus the individual properties have been aggregated into one reportable segment based upon their similarities with regard to both the nature and economics of the centers, tenants and operational processes, as well as
long-term average financial performance. In addition, no single tenant accounts for 10% or more of revenue and none of the shopping centers are located outside the United States.



| | (k) | Derivative Financial Instruments
| | --- | --------------------------------

The Partnership adopted
SFAS No. 133 Accounting for Derivative Instruments and Hedging Activities (Statement 133) as amended by SFAS No. 149. Statement 133 requires that all derivative instruments be recorded on the balance sheet at their
fair value. Gains or losses resulting from changes in the values of those derivatives are accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. The Partnerships use of derivative financial
instruments is normally to mitigate its interest rate risk on a related financial instrument or forecasted transaction through the use of interest rate swaps.

Statement 133 requires that changes in fair value of derivatives that qualify as cash flow hedges be recognized in other comprehensive income (OCI) while the ineffective portion of the derivatives
change in fair value be recognized immediately in earnings. Upon the settlement of a hedge, gains and losses associated with the transaction are recorded in OCI and amortized over the underlying term of the hedge transaction. Historically all of the
Partnerships derivative instruments have qualified for hedge accounting.

To determine the fair value of derivative instruments, the
Partnership uses standard market conventions and techniques such as discounted cash flow analysis, option pricing models and termination costs at each balance sheet date. All methods of assessing fair value result in a general approximation of
value, and such value may never actually be realized. See Note 8 for further discussion.



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##### Table of Contents

Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



| | (l) | Financial Instruments with Characteristics of Both Liabilities and Equity
| | --- | -------------------------------------------------------------------------

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity (Statement 150). Statement 150 affects the
accounting for certain financial instruments, which requires companies having consolidated entities with specified termination dates to treat minority owners interests in such entities as liabilities in an amount based on the fair value of the
entities. Although Statement 150 was originally effective July 1, 2003, the FASB has indefinitely deferred certain provisions related to classification and measurement requirements for mandatory redeemable financial instruments that become
subject to Statement 150 solely as a result of consolidation, including minority interests of entities with specified termination dates.

At
September 30, 2006, the Partnership held a majority interest in two consolidated entities with specified termination dates of 2017 and 2049. The minority owners interests in these entities will be settled upon termination by distribution
or transfer of either cash or specific assets of the underlying entities. The estimated fair value of minority interests in entities with specified termination dates was approximately $7.9 million at September 30, 2006 as compared to their
carrying value of $1.3 million. The Partnership has no other financial instruments that are affected by Statement 150.



| | (m) | Recent Accounting Pronouncements
| | --- | --------------------------------

In September 2006, the
SECs staff issued Staff Accounting Bulletin (SAB) No. 108 Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. This Bulletin provides guidance on the
consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. The guidance in this Bulletin must be applied to financial reports covering the first fiscal year ending
after November 15, 2006. The Partnership is currently evaluating the guidance in this Bulletin.

In September 2006, the FASB issued
Statement No. 157 Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This
Statement applies to accounting pronouncements that require or permit fair value measurements, except for share-based payments transactions under FASB Statement No. 123. This Statement is effective for financial statements issued for fiscal
years beginning after November 15, 2007. As Statement No. 157 does not require any new fair value measurements or remeasurements of previously computed fair values, the Partnership does not believe adoption of this Statement will have a
material effect on its financial statements.

In July 2006, the FASB issued FASB Staff Position (FSP) No. FAS 13-2,
Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction, that will become effective after fiscal years beginning December 15, 2006. This FSP
addresses how a change in the timing of cash flows relating to income taxes generated by a leveraged lease affects the accounting of that lease by the lessor. The Partnership currently has no leveraged lease transactions.



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##### Table of Contents

Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



| | (m) | Recent Accounting Pronouncements (continued)
| | --- | --------------------------------------------

In July
2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting and reporting for
uncertainties in income tax law. This Interpretation prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax
returns. The Partnership will adopt this Interpretation in the first quarter of 2007. The cumulative effects, if any, of applying this Interpretation will be recorded as an adjustment to retained earnings as of the beginning of the period
of adoption. The Partnership has begun the process of evaluating the expected effect of FIN 48 and the adoption is not expected to have a material effect on the Partnerships consolidated financial statements.

In April 2006, the FASB issued FSP FIN 46(R)-6, Determining the Variability to Be Considered in Applying FASB Interpretation No. 46(R),
which became effective beginning third quarter of 2006. FSP FIN No. 46(R)-6 clarifies that the variability to be considered in applying Interpretation 46(R) shall be based on an analysis of the design of the variable interest entity. The
adoption of this FSP has not had a material effect on the Partnerships consolidated financial statements.

In October 2005, the FASB
issued FSP No. FAS 13-1 Accounting for Rental Costs Incurred during a Construction Period. This FSP requires that rental costs associated with ground or building operating leases incurred during a construction period be recognized as
rental expense. However, FSP No. FAS 13-1 does not address lessees that account for the sale or rental of real estate projects under FASB Statement No. 67 Accounting for Costs and Initial Rental Operations of Real Estate Projects.



| | (n) | Reclassifications
| | --- | -----------------

Certain reclassifications have been
made to the 2005 amounts to conform to classifications adopted in 2006.



|2. | Real Estate Investments
|-- | -----------------------

On April 11, 2006, the
Partnership acquired a shopping center for a purchase price of $63.1 million which includes the assumption of $44.0 million in debt. In accordance with Statement 141, acquired lease itangible assets and acquired lease intangible liabilities of $6.1
million and $5.0 million, respectively were recorded for this acquisition. The acquisition was accounted for as a purchase business combination and the results of its operations are included in the consolidated financial statements from the date of
acquisition.



|3. | Discontinued Operations
|-- | -----------------------

RCLP maintains a conservative
capital structure to fund its growth programs without compromising its investment-grade ratings. This approach is founded on a self-funding business model which utilizes center recycling as a key component and requires ongoing monitoring
of each center to ensure that it meets RCLPs investment standards. This recycling strategy calls for the Partnership to sell properties that do not measure up to its standards and re-deploy the proceeds into new, higher-quality developments
and acquisitions that are expected to generate sustainable revenue growth and more attractive returns.



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##### Table of Contents

Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



|3. | Discontinued Operations (continued)
|-- | -----------------------------------

During the three
months ended September 30, 2006, the Partnership sold one operating property for a gain of $19,583 which is included in discontinued operations and classified four properties as held-for-sale which are included in discontinued operations. The
revenues from properties included in discontinued operations, including properties sold in 2006 and 2005 as well as operating properties held for sale, were $1.3 million and $5.0 million for the three months ended September 30, 2006 and 2005,
respectively. The operating income and gains from properties included in discontinued operations are reported net of minority interest of exchangeable operating partnership units and income taxes as follows (in thousands):



|                             |  |                            |     |                            |    |                  |       |                            |       
|---------------------------- |  | -------------------------- | --- | -------------------------- | -- | ---------------- | ----- | -------------------------- | ------
|                             |  | For the three months ended
|                             |  | September 30, 2006         |     | September 30, 2005        
|                             |  | Operating Income           |     | Gain on Sale of Properties |    | Operating Income |       | Gain on Sale of Properties
|                             |  |                            |     |                           
|                             |  |                            |     |                           
|Operations and gain          |  | $                          | 404 |                            | 27 |                  | 2,121 |                            | 14,341
|Less: Income taxes           |  |                            |    |                            |   |                  | 35    |                            | 522   
|                             |  |                            |     |                            |    |                  |       |                            |       
|Discontinued operations, net |  | $                          | 404 |                            | 27 |                  | 2,086 |                            | 13,819
|                             |  |                            |     |                            |    |                  |       |                            |       

During the nine months ended September 30, 2006, the Partnership sold 100% of its interest in
five properties for net proceeds of $78.9 million. The combined operating income and gains from these properties and properties classified as held-for-sale are included in discontinued operations. The revenues from properties included in
discontinued operations, including properties sold in 2006 and 2005 as well as operating properties held for sale, were $5.2 million and $20.2 million for the nine months ended September 30, 2006 and 2005, respectively. The operating income and
gains from properties included in discontinued operations are reported net of minority interest of exchangeable operating partnership units and income taxes as follows (in thousands):



|                             |  |                           |       |                            |        |                  |       |                            |       
|---------------------------- |  | ------------------------- | ----- | -------------------------- | ------ | ---------------- | ----- | -------------------------- | ------
|                             |  | For the nine months ended
|                             |  | September 30, 2006        |       | September 30, 2005        
|                             |  | Operating Income          |       | Gain on sale of properties |        | Operating Income |       | Gain on sale of Properties
|                             |  |                           |       |                           
|                             |  |                           |       |                           
|Operations and gain          |  | $                         | 1,284 |                            | 34,010 |                  | 7,397 |                            | 33,837
|Less: Income taxes           |  |                           |      |                            |       |                  | 129   |                            | 3,285 
|                             |  |                           |       |                            |        |                  |       |                            |       
|Discontinued operations, net |  | $                         | 1,284 |                            | 34,010 |                  | 7,268 |                            | 30,552
|                             |  |                           |       |                            |        |                  |       |                            |       



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Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



|4. | Investments in Real Estate Partnerships
|-- | ---------------------------------------

The Partnership
accounts for all investments in which it owns 50% or less and does not have a controlling financial interest using the equity method. The Partnership has determined that these investments are not variable interest entities and do not require
consolidation under EITF 04-5, and therefore, subject to the voting interest model in determining its basis of accounting. Major decisions, including property acquisitions and dispositions, financings, annual budgets and dissolution of the ventures
are subject to the approval of all partners. The Partnership's combined investment in these partnerships was $426.5 million and $545.6 million at September 30, 2006 and December 31, 2005, respectively. Any difference between the carrying
amount of these investments and the underlying equity in net assets is amortized to equity in income (loss) of investments in real estate partnerships over the expected useful lives of the properties and other intangible assets which range in lives
from 10 to 40 years. Net income from these partnerships, which includes all operating results, as well as gains and losses on sales of properties within the joint ventures, is allocated to the Partnership in accordance with the respective
partnership agreements. Such allocations of net income are recorded in equity in income (loss) of investments in real estate partnerships in the accompanying consolidated statements of operations.

Investments in real estate partnerships are comprised primarily of joint ventures with three unrelated co-investment partners, as described below. In
addition to the Partnership earning its pro-rata share of net income (loss) in each of the partnerships, these partnerships pay the Partnership fees for asset management, property management, and acquisition and disposition services. During the nine
months ended September 30, 2006 and 2005, the Partnership received fees from these joint ventures of $24.2 million and $22.8 million, respectively.

The Partnership co-invests with the Oregon Public Employees Retirement Fund in three joint ventures (collectively Columbia) in which the Partnership has ownership interests of 20% or 30%. As of
September 30, 2006, Columbia owned 20 shopping centers, had total assets of $557.8 million, and net income of $8.2 million. The Partnerships share of Columbias total assets and net income was $123.8 million and $1.6 million,
respectively. During 2006 Columbia acquired four shopping centers from third parties for $97.0 million. The Partnership contributed $9.6 million for its proportionate share of the purchase price, which was net of $36.4 million of assumed mortgage
debt and $13.3 million of financing obtained by Columbia.

The Partnership co-invests with the California State Teachers' Retirement System
(CalSTRS) in a joint venture called (RegCal) in which the Partnership has an ownership interest of 25%. As of September 30, 2006, RegCal owned eight shopping centers, had total assets of $171.8 million, and net income of
$1.2 million. The Partnerships share of RegCals total assets and net income was $42.9 million and $363,543, respectively. During 2006, RegCal acquired one shopping center from an unrelated party for a purchase price of $26.0 million. The
Partnership contributed $2.6 million for its proportionate share of the purchase price, which was net of financing obtained by RegCal.

The
Partnership co-invests with Macquarie CountryWide Trust of Australia (MCW) in four joint ventures, two in which the Partnership has an ownership interest of 25% (collectively, MCWR I), and two in which it has an ownership
interest of 24.95% (collectively, MCWR II).



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Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



|4. | Investments in Real Estate Partnerships (continued)
|-- | ---------------------------------------------------

As of
September 30, 2006, MCWR I owned 51 shopping centers, had total assets of $734.9 million, and net income of $13.4 million. RCLPs share of MCWR Is total assets and net income was $184.0 million and $4.2 million, respectively. During
2006 MCWR I purchased one shopping center from a third party for $25.0 million. The Partnership contributed $748,466 for its proportionate share of the purchase price, which was net of $12.5 million of assumed mortgage debt and $10.4 million in 1031
proceeds. During 2006, MCWR I sold one shopping center to an unrelated party for $18.2 million for a gain of $5.2 million.

On June 1,
2005, MCWR II closed on the acquisition of a retail shopping center portfolio (the First Washington Portfolio) for a purchase price of approximately $2.8 billion, including the assumption of approximately $68.6 million of mortgage debt
and the issuance of approximately $1.6 billion of new mortgage loans on the properties acquired. The First Washington Portfolio acquisition was accounted for as a purchase business combination by MCWR II. At December 31, 2005, MCWR II was owned
64.95% by an affiliate of MCW, 34.95% by RCLP and 0.1% by Macquarie-Regency Management, LLC (US Manager). US Manager is owned 50% by RCLP and 50% by an affiliate of Macquarie Bank Limited. On January 13, 2006, the Partnership sold a
portion of its investment in MCWR II to MCW which reduced its ownership interest from 35% to

24.95% for net cash of $113.2 million which
is reflected in proceeds from sale of real estate investments in the consolidated statements of cash flows. The proceeds from the sale were used to reduce the unsecured line of credit. At September 30, 2006, MCWR II is owned 75% by MCWs
affiliate, 24.90% by RCLP and 0.1% by US Manager. Including its 50% share of US Manager, RCLPs effective ownership is 24.95% and is reflected as such under the equity method in the accompanying consolidated financial statements.

RCLP was paid an acquisition fee by MCWR II related to the acquisition of the First Washington Portfolio in 2005. RCLP has the ability to receive
additional acquisition fees of approximately $14.2 million (the Contingent Acquisition Fees) subject to achieving certain targeted income levels in 2006 and 2007. The Contingent Acquisition Fees will only be recognized if earned, and the
recognition of income will be limited to that percentage of MCWR II, or 75.05%, of the joint venture not owned by the Partnership. As of September 30, 2006, $9.0 million of the Contingent Acquisition Fees was earned and approximately $6.8
million was recognized by the Partnership.

As of September 30, 2006, MCWR II owned 98 shopping centers, had total assets of $2.7
billion and recorded a net loss of $20.8 million. RCLPs share of MCWR IIs total assets and net loss was $680.7 million and $6.2 million, respectively. As a result of the significant amount of depreciation and amortization expense
recorded by MCWR II in connection with the acquisition of the First Washington Portfolio, the joint venture may continue to report a net loss in future years, but is expected to produce positive cash flow from operations. During 2006, MCWR II
acquired four development properties from the Partnership for a net sales price of $62.4 million and RCLP received cash of $58.4 million. During 2006, MCWR II sold seven shopping centers for $110.9 million to unrelated parties for a gain of $1.7
million.

Recognition of gains from sales to joint ventures is recorded on only that portion of the sales not attributable to the
Partnerships ownership interest. The gains, operations and cash flows are not recorded as discontinued operations because of RCLPs substantial continuing involvement in these shopping centers. Columbia, RegCal, and the joint ventures
with MCW intend to continue to acquire retail shopping centers, some of which they may acquire directly from the Partnership.



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##### Table of Contents

Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



|4. | Investments in Real Estate Partnerships (continued)
|-- | ---------------------------------------------------

For
those properties acquired from third parties, the Partnership is required to contribute its pro-rata share of the purchase price to the partnerships.

The Partnerships investments in real estate partnerships as of September 30, 2006 and December 31, 2005 consist of the following (in thousands):



|                                              |  |           |   |  |      |         |      |        
|--------------------------------------------- |  | --------- | - |  | ---- | ------- | ---- | -------
|                                              |  | Ownership |   |  | 2006 |         | 2005
|Macquarie CountryWide-Regency (MCWR I)        |  | 25.00     | % |  | $    | 59,985  |      | 61,375 
|Macquarie CountryWide Direct (MCWR I)         |  | 25.00     | % |  |      | 6,878   |      | 7,433  
|Macquarie CountryWide-Regency II (MCWR II)(1) |  | 24.95     | % |  |      | 237,399 |      | 363,563
|Macquarie CountryWide-Regency III (MCWR II)   |  | 24.95     | % |  |      | 2,040   |      | 606    
|Columbia Regency Retail Partners (Columbia)   |  | 20.00     | % |  |      | 36,050  |      | 36,659 
|Cameron Village LLC (Columbia)                |  | 30.00     | % |  |      | 20,886  |      | 21,633 
|Columbia Regency Partners II (Columbia)       |  | 20.00     | % |  |      | 11,556  |      | 2,093  
|RegCal, LLC (RegCal)                          |  | 25.00     | % |  |      | 17,042  |      | 14,921 
|Other investments in real estate partnerships |  | 50.00     | % |  |      | 34,658  |      | 37,334 
|                                              |  |           |   |  |      |         |      |        
|Total                                         |  |           |   |  | $    | 426,494 |      | 545,617
|                                              |  |           |   |  |      |         |      |        



| | (1) | At December 31, 2005, RCLPs ownership interest in Macquarie CountryWide- Regency II was 35%.
| | --- | ---------------------------------------------------------------------------------------------

Summarized financial information for the unconsolidated investments on a combined basis, is as follows (in thousands):



|                                           |  |                    |           |                   |          
|------------------------------------------ |  | ------------------ | --------- | ----------------- | ---------
|                                           |  | September 30, 2006 |           | December 31, 2005
|                                           |  |                   
|Investment in real estate, net             |  | $                  | 3,978,185 |                   | 3,957,507
|Acquired lease intangible assets, net      |  |                    | 204,850   |                   | 259,033  
|Other assets                               |  |                    | 115,807   |                   | 102,041  
|                                           |  |                    |           |                   |          
|Total assets                               |  | $                  | 4,298,842 |                   | 4,318,581
|                                           |  |                    |           |                   |          
|Notes payable                              |  | $                  | 2,392,064 |                   | 2,372,601
|Acquired lease intangible liabilities, net |  |                    | 72,694    |                   | 86,108   
|Other liabilities                          |  |                    | 74,475    |                   | 75,282   
|Members capital                           |  |                    | 1,759,609 |                   | 1,784,590
|                                           |  |                    |           |                   |          
|Total liabilities and equity               |  | $                  | 4,298,842 |                   | 4,318,581
|                                           |  |                    |           |                   |          

Unconsolidated investments in real estate partnerships had notes payable of $2.4 billion as of
September 30, 2006 and December 31, 2005, and the Partnerships proportionate share of these loans was $599.2 million and $764.2 million, respectively. The loans are primarily non-recourse, but for those that are guaranteed by a joint
venture, RCLPs guarantee does not extend beyond its ownership percentage of the joint venture.



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##### Table of Contents

Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



|4. | Investments in Real Estate Partnerships (continued)
|-- | ---------------------------------------------------

The
revenues and expenses for the unconsolidated investments on a combined basis are summarized as follows (in thousands):



|                              |  |                                         |         |   |                                        |         |   |      |         |   |      |         |  
|----------------------------- |  | --------------------------------------- | ------- | - | -------------------------------------- | ------- | - | ---- | ------- | - | ---- | ------- | -
|                              |  | For the three monthsended September 30, |         |   | For the nine monthsended September 30, |        
|                              |  | 2006                                    |         |   | 2005                                   |         |   | 2006 |         |   | 2005 |        
|Total revenues                |  | $                                       | 103,134 |   |                                        | 103,520 |   |      | 304,950 |   |      | 203,728 |  
|                              |  |                                         |         |   |                                        |         |   |      |         |   |      |         |  
|Operating expenses:           |  |                                         |         |   |                                        |         |   |      |         |   |      |         |  
|Depreciation and amortization |  |                                         | 42,080  |   |                                        | 57,641  |   |      | 130,444 |   |      | 91,471  |  
|Operating and maintenance     |  |                                         | 14,023  |   |                                        | 12,589  |   |      | 41,783  |   |      | 27,669  |  
|General and administrative    |  |                                         | 1,659   |   |                                        | 1,454   |   |      | 5,719   |   |      | 4,354   |  
|Real estate taxes             |  |                                         | 11,733  |   |                                        | 12,464  |   |      | 35,734  |   |      | 23,698  |  
|                              |  |                                         |         |   |                                        |         |   |      |         |   |      |         |  
|Total operating expenses      |  |                                         | 69,495  |   |                                        | 84,148  |   |      | 213,680 |   |      | 147,192 |  
|                              |  |                                         |         |   |                                        |         |   |      |         |   |      |         |  
|Other expense (income):       |  |                                         |         |   |                                        |         |   |      |         |   |      |         |  
|Interest expense, net         |  |                                         | 31,965  |   |                                        | 30,439  |   |      | 93,666  |   |      | 53,251  |  
|(Gain) on sale of real estate |  |                                         | (1,906  | ) |                                        | (837    | ) |      | (6,806  | ) |      | (340    | )
|Other expense (income)        |  |                                         | 88      |   |                                        | 320     |   |      | 236     |   |      | (364    | )
|                              |  |                                         |         |   |                                        |         |   |      |         |   |      |         |  
|Total other expense (income)  |  |                                         | 30,147  |   |                                        | 29,922  |   |      | 87,096  |   |      | 52,547  |  
|                              |  |                                         |         |   |                                        |         |   |      |         |   |      |         |  
|Net income (loss)             |  | $                                       | 3,492   |   |                                        | (10,550 | ) |      | 4,174   |   |      | 3,989   |  
|                              |  |                                         |         |   |                                        |         |   |      |         |   |      |         |  



|5. | Notes Receivable
|-- | ----------------

The Partnership has notes receivables
outstanding of $21.9 million and $46.5 million at September 30, 2006 and December 31, 2005, respectively. The notes bear interest ranging from 6.75% to 8.0% with maturity dates through November 2014.



|6. | Acquired Lease Intangibles
|-- | --------------------------

The Partnership has acquired
lease intangible assets of $13.2 million of which $12.6 million relates to in-place leases at September 30, 2006. These in-place leases have a remaining weighted average amortization period of approximately 6.3 years and the aggregate
amortization expense was approximately $3.0 million and $2.9 million for the nine months ended September 30, 2006 and 2005, respectively. The Partnership has above market lease intangible assets of $658,512 recorded net of a reduction to
minimum rent of $46,370 at September 30, 2006. The remaining weighted average amortization period is approximately 6.8 years. Acquired lease intangible liabilities are all related to below-market rents and recorded net of previously accreted
minimum rent of $3.9 million and $2.9 million at September 30, 2006 and December 31, 2005, respectively. The remaining weighted average accretion period is approximately 7.5 years.



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##### Table of Contents

Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



|7. | Notes Payable and Unsecured Line of Credit
|-- | ------------------------------------------

The
Partnership's outstanding debt at September 30, 2006 and December 31, 2005 consists of the following (in thousands):



|                             |  |      |           |      |          
|---------------------------- |  | ---- | --------- | ---- | ---------
|                             |  | 2006 |           | 2005
|Notes Payable:               |  |      |           |      |          
|Fixed rate mortgage loans    |  | $    | 194,695   |      | 175,403  
|Variable rate mortgage loans |  |      | 77,494    |      | 77,906   
|Fixed rate unsecured loans   |  |      | 1,198,778 |      | 1,198,633
|                             |  |      |           |      |          
|Total notes payable          |  |      | 1,470,967 |      | 1,451,942
|Unsecured Line of Credit     |  |      | 158,000   |      | 162,000  
|                             |  |      |           |      |          
|Total                        |  | $    | 1,628,967 |      | 1,613,942
|                             |  |      |           |      |          

The Partnership has an unsecured revolving line of credit (the Line) with a commitment
of $500 million and the right to expand the Line by an additional $150 million subject to additional lender syndication. The Line has a three-year term which expires in 2007 with a one-year extension at the Partnerships option with an interest
rate of LIBOR plus .75%. At September 30, 2006, the balance on the Line was $158 million. Contractual interest rates on the Line, which are based on LIBOR plus .75%, were 6.125% and 5.125% at September 30, 2006 and December 31, 2005,
respectively.

The spread paid on the Line is dependent upon the Partnership maintaining specific investment-grade ratings. The Partnership
is also required to comply, and is in compliance, with certain financial covenants such as Minimum Net Worth, Total Liabilities to Gross Asset Value (GAV) and Secured Indebtedness to GAV and other covenants customary with this type of
unsecured financing. The Line is used primarily to finance the development of real estate, but is also available for general working-capital purposes.

Mortgage loans are secured by certain real estate properties and may be prepaid, but could be subject to a yield-maintenance premium or prepayment penalty. Mortgage loans are generally due in monthly installments of
interest and principal and mature over various terms through 2017. The Partnership intends to repay mortgage loans at maturity from proceeds from the Line. Variable interest rates on mortgage loans are currently based on LIBOR plus a spread in a
range of 90 to 150 basis points. Fixed interest rates on mortgage loans range from 5.22% to 8.95%.

The fair value of the Partnership's
variable rate notes payable and the Line are considered to approximate fair value, since the interest rates on such instruments re-price based on current market conditions. The fair value of fixed rate loans are estimated using cash flows discounted
at current market rates available to the Partnership for debt with similar terms and average maturities. Fixed rate loans assumed in connection with real estate acquisitions are recorded in the accompanying consolidated financial statements at fair
value. Based on the estimates used by the Partnership, the fair value of notes payable and the Line is approximately $1.6 billion at September 30, 2006.



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Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



|7. | Notes Payable and Unsecured Line of Credit (continued)
|-- | ------------------------------------------------------

As
of September 30, 2006, scheduled principal repayments on notes payable and the Line were as follows (in thousands):



|                                     |  |                            |        |                     |           |               |          
|------------------------------------ |  | -------------------------- | ------ | ------------------- | --------- | ------------- | ---------
|                                     |  | ScheduledPrincipalPayments |        | Term LoanMaturities |           | TotalPayments
|Scheduled Principal Payments by Year |  |                            |        |                     |           |               |          
|Current year                         |  | $                          | 1,041  |                     |          |               | 1,041    
|2007 (includes the Line)             |  |                            | 3,577  |                     | 258,967   |               | 262,544  
|2008                                 |  |                            | 3,429  |                     | 19,620    |               | 23,049   
|2009                                 |  |                            | 3,435  |                     | 53,090    |               | 56,525   
|2010                                 |  |                            | 3,281  |                     | 177,203   |               | 180,484  
|2011                                 |  |                            | 3,289  |                     | 251,115   |               | 254,404  
|Beyond 5 Years                       |  |                            | 8,552  |                     | 840,270   |               | 848,822  
|Unamortized debt premiums            |  |                            |       |                     | 2,098     |               | 2,098    
|                                     |  |                            |        |                     |           |               |          
|Total                                |  | $                          | 26,604 |                     | 1,602,363 |               | 1,628,967
|                                     |  |                            |        |                     |           |               |          



|8. | Derivative Financial Instruments
|-- | --------------------------------

The Partnership is
exposed to capital market risk, such as changes in interest rates. In order to manage the volatility relating to interest rate risk, the Partnership may enter into interest rate hedging arrangements from time to time. The Partnership does not
utilize derivative financial instruments for trading or speculative purposes.

On March 10, 2006, the Partnership entered into four
forward-starting interest rate swaps totaling $396.7 million with fixed rates of 5.399%, 5.415%, 5.399% and 5.415%. The Partnership designated these swaps as cash flow hedges to fix $200 million ten-year fixed rate financing expected to occur in
2010 and $200 million of ten-year fixed rate financing to occur in 2011. The change in fair value of these swaps generated a liability of $2.6 million at September 30, 2006, which is recorded in accounts payable and other liabilities in the
accompanying consolidated balance sheet.

On April 1, 2005, the Partnership entered into three forward-starting interest rate swaps of
approximately $65.6 million each with fixed rates of 5.029%, 5.05% and 5.05% to fix the rate on unsecured notes issued in July 2005. On July 13, 2005, the Partnership settled the swaps with a payment to the counter-parties for $7.3 million.
During 2003, the Partnership entered into two forward-starting interest rate swaps for a total of $144.2 million to fix the rate on a refinancing in April 2004. On March 31, 2004, the Partnership settled these swaps with a payment to the
counter-party for $5.7 million. The adjustment to interest expense that will be recorded in 2006 related to the settlement of these swaps is approximately $1.3 million and the unamortized balance at September 30, 2006 is $10.7 million.

All of these swaps qualify for hedge accounting under Statement 133. Realized losses associated with the swaps settled in 2005 and 2003
and unrealized losses associated with the swaps entered into in 2006 have been included in accumulated other comprehensive income (loss) in the Companys consolidated statement of stockholders equity and comprehensive income (loss) and
the Partnerships consolidated statement of changes in partners capital and comprehensive income (loss). The unamortized balance of the realized losses is being amortized as additional interest expense over the ten year terms of the
hedged loans. Unrealized losses will not be amortized until such time that the expected debt issuance is completed in 2010 and 2011 as long as the swaps continue to qualify for hedge accounting.



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##### Table of Contents

Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



|9. | Regencys Stockholders' Equity and Partners Capital
|-- | ----------------------------------------------------



| | (a) | Preferred Units
| | --- | ---------------

At September 30, 2006 and
December 31, 2005, the face value of the Series D Preferred Units was $50 million with a fixed distribution rate of 7.45% and recorded on the accompanying consolidated balance sheets net of original issuance costs.

On August 1, 2005, the Partnership redeemed the $30 million Series E Preferred Units and expensed related issuance costs of $762,180. On
September 7, 2005, the Partnership redeemed the $24 million Series F Preferred Units and expensed their related issuance costs of $634,201. The redemptions were funded from the net proceeds from issuing common stock related to a Forward Sale
Agreement as discussed further below.

Terms and conditions for the Series D Preferred Units outstanding as of September 30, 2006 and
December 31, 2005 are summarized as follows:



|                  |  |                    |  |                   |  |                        |  |                           
|----------------- |  | ------------------ |  | ----------------- |  | ---------------------- |  | --------------------------
|Units Outstanding |  | Amount Outstanding |  | Distribution Rate |  | Callable byPartnership |  | Exchangeable by Unitholder
|500,000           |  | $50,000,000        |  | 7.450%            |  | 09/29/09               |  | 01/01/16                  

The Preferred Units, which may be called by RCLP at par beginning September 29, 2009, have no
stated maturity or mandatory redemption and pay a cumulative, quarterly dividend at a fixed rate. The Preferred Units may be exchanged by the holder for Cumulative Redeemable Preferred Stock (Preferred Stock) at an exchange rate of one
share for one unit. The Preferred Units and the related Preferred Stock are not convertible into common stock of the Company.



| | (b) | Preferred Units of General Partner and Regency Preferred Stock
| | --- | --------------------------------------------------------------

Terms and conditions of the three series of Preferred stock outstanding as of September 30, 2006 and December 31, 2005 are summarized as follows:



|         |  |                   |  |                  |  |                       |             |                   |       |   |                    |         
|-------- |  | ----------------- |  | ---------------- |  | --------------------- | ----------- | ----------------- | ----- | - | ------------------ | --------
|Series   |  | SharesOutstanding |  | DepositaryShares |  | LiquidationPreference |             | Distribution Rate |       |   | Callable byCompany
|Series 3 |  | 300,000           |  | 3,000,000        |  | $                     | 75,000,000  |                   | 7.450 | % |                    | 04/03/08
|Series 4 |  | 500,000           |  | 5,000,000        |  |                       | 125,000,000 |                   | 7.250 | % |                    | 08/31/09
|Series 5 |  | 3,000,000         |  |                 |  |                       | 75,000,000  |                   | 6.700 | % |                    | 08/02/10
|         |  |                   |  |                  |  |                       |             |                   |       |   |                    |         
|         |  | 3,800,000         |  | 8,000,000        |  | $                     | 275,000,000 |                   |       |   |                    |         
|         |  |                   |  |                  |  |                       |             |                   |       |   |                    |         

In 2005, the Company issued 3 million shares, or $75 million, of 6.70% Series 5 Preferred
Stock with a liquidation preference of $25 per share of which the proceeds were used to reduce the balance of the Line. The Series 3 and 4 depositary shares, which have a liquidation preference of $25, and the Series 5 preferred shares are
perpetual, are not convertible into common stock of the Company, and are redeemable at par upon Regencys election five years after the issuance date. None of the terms of the Preferred Stock contain



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Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



| | (b) | Preferred Units of General Partner and Regency Preferred Stock (continued)
| | --- | --------------------------------------------------------------------------

any unconditional obligations that would require the Company to redeem the securities at any time or for any purpose. The proceeds from these preferred stock transactions were contributed to the Partnership in
exchange for 300,000 shares of Series 3 Preferred Units, 500,000 of Series 4 Preferred Units and 3,000,000 of Series 5 Preferred Units which were issued to and held by Regency with terms exactly the same as the Series 3, Series 4 and Series 5
Cumulative Redeemable Preferred Stock.



| | (c) | Common Stock
| | --- | ------------

On April 5, 2005, the Company entered
into an agreement to sell 4,312,500 shares of its common stock to an affiliate of Citigroup Global Markets Inc. ("Citigroup") at $46.60 per share, in connection with a forward sale agreement (the "Forward Sale Agreement"). On August 1, 2005,
the Company issued 3,782,500 shares to Citigroup for net proceeds of approximately $175.5 million and on September 7, 2005, the remaining 530,000 shares were issued for net proceeds of $24.4 million. The proceeds from the sale were used to
reduce the unsecured line of credit and redeem the Series E and Series F Preferred Units.



|10. | Stock-Based Compensation
|--- | ------------------------

The Partnership recorded
stock-based compensation expense as follows, the components of which are further described below (in thousands):



|                 |  |                                        |       |                                       |       |      |        |      |       
|---------------- |  | -------------------------------------- | ----- | ------------------------------------- | ----- | ---- | ------ | ---- | ------
|                 |  | For the threemonths endedSeptember 30, |       | For the ninemonths endedSeptember 30,
|                 |  | 2006                                   |       | 2005                                  |       | 2006 |        | 2005
|Restricted stock |  | $                                      | 4,136 |                                       | 4,447 |      | 12,538 |      | 13,709
|Stock options    |  |                                        | 240   |                                       | 825   |      | 720    |      | 1,080 
|                 |  |                                        |       |                                       |       |      |        |      |       
|Total            |  | $                                      | 4,376 |                                       | 5,272 |      | 13,258 |      | 14,789
|                 |  |                                        |       |                                       |       |      |        |      |       

The recorded amounts of stock-based compensation expense represent amortization of deferred
compensation related to share based payments in accordance with Statement 123(R). Compensation expense that is specifically identifiable to development activities is capitalized to the associated development project and is included above.

The Company has a Long-Term Omnibus Plan (the Plan) under which the Board of Directors may grant stock options and other
stock-based awards to officers, directors and other key employees. The Plan allows the Company to issue up to 5.0 million shares in the form of common stock or stock options, but limits the issuance of common stock excluding stock options to no
more than 2.75 million shares. At September 30, 2006, there were approximately 1.4 million shares available for grant under the Plan either through options or restricted stock. The Plan also limits outstanding awards to no more than
12% of outstanding common stock.

Stock options are granted under the Plan with an exercise price equal to the stocks fair market
value at the date of grant. All stock options granted have ten-year lives, contain vesting terms of one to five years from the date of grant and some have dividend equivalent rights. Stock options granted prior to 2005 also contained
reload rights, which allowed an option holder to receive new options each time existing options were exercised if the existing options were exercised under specific criteria provided for in the Plan. In January 2005, the Company acquired
the reload rights of existing stock options from the option holders by granting 771,645 options to 37 employees for an exercise price of $51.36,



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Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



|10. | Stock-Based Compensation (continued)
|--- | ------------------------------------

the fair value on
the date of grant, and granted 7,906 restricted shares to 11 employees representing value of $363,664, substantially canceling all of the reload rights on existing stock options. These stock options and restricted shares vest
25% per year and are expensed over a four-year period beginning in 2005 in accordance with Statement 123(R). The stock option reload right buy-out program was not offered to the non-employee directors. Options granted under the reload buy-out
plan do not earn dividend equivalents.

The fair value of each option award is estimated on the date of grant using the
Black-Scholes-Merton closed-form (Black Scholes) option valuation model that uses the assumptions noted in the following table. Expected volatilities are based on historical volatility of the Company's stock and other factors. The
Company uses historical data and other factors to estimate option exercises and employee terminations within the valuation model. The expected term of options granted is derived from the output of the option valuation model and represents the period
of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The Partnership believes that the use of the Black-Scholes model meets the fair value measurement objectives of Statement 123(R) and reflects all
substantive characteristics of the instruments being valued. The following table represents the assumptions used for the Black-Scholes option-pricing model for options granted during the following periods:



|                                                  |  |              |      |   |               |      |   |                  |      |  
|------------------------------------------------- |  | ------------ | ---- | - | ------------- | ---- | - | ---------------- | ---- | -
|                                                  |  | June 30,2006 |      |   | March 31,2006 |      |   | December 31,2005 |     
|Per share weighted average value of stock options |  | $            | 8.31 |   |               | 8.62 |   |                  | 5.91 |  
|Expected dividend yield                           |  |              | 3.8  | % |               | 3.6  | % |                  | 4.3  | %
|Risk-free interest rate                           |  |              | 5.1  | % |               | 4.8  | % |                  | 3.7  | %
|Expected volatility                               |  |              | 19.0 | % |               | 21.0 | % |                  | 18.0 | %
|Expected life in years                            |  |              | 3.0  |   |               | 2.3  |   |                  | 4.4  |  

No options were granted during the three month period ending September 30, 2006.



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Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



|10. | Stock-Based Compensation (continued)
|--- | ------------------------------------

The following table
reports stock option activity during the nine month period ended September 30, 2006:



|                                 |  |                  |   |  |                              |       |                                    |     |                              |   |       
|-------------------------------- |  | ---------------- | - |  | ---------------------------- | ----- | ---------------------------------- | --- | ---------------------------- | - | ------
|                                 |  | Number ofOptions |   |  | WeightedAverageExercisePrice |       | RemainingContractualTerm(in years) |     | IntrinsicValue(in thousands)
|OutstandingDecember 31, 2005    |  | 2,024,900        |   |  | $                            | 47.91 |                                    |     |                              |   |       
|Reload option                    |  | 7,014            |   |  |                              | 67.04 |                                    |     |                              |   |       
|Exercised                        |  | (577,425         | ) |  |                              | 47.23 |                                    |     |                              | $ | 10,235
|                                 |  |                  |   |  |                              |       |                                    |     |                              |   |       
|Outstanding  March 31, 2006     |  | 1,454,489        |   |  |                              | 48.27 |                                    | 8.3 |                              |   |       
|Reload option                    |  | 596              |   |  |                              | 62.70 |                                    |     |                              |   |       
|Exercised                        |  | (24,058          | ) |  |                              | 42.48 |                                    |     |                              | $ | 487   
|Forfeited                        |  | (13,283          | ) |  |                              | 51.36 |                                    |     |                              |   |       
|                                 |  |                  |   |  |                              |       |                                    |     |                              |   |       
|Outstanding  June 30, 2006      |  | 1,417,744        |   |  |                              | 48.35 |                                    | 8.0 |                              |   | 19,568
|Exercised                        |  | (12,878          | ) |  |                              | 42.37 |                                    |     |                              | $ | 314   
|                                 |  |                  |   |  |                              |       |                                    |     |                              |   |       
|Outstanding  September 30, 2006 |  | 1,404,866        |   |  | $                            | 48.40 |                                    | 7.7 |                              | $ | 28,599
|                                 |  |                  |   |  |                              |       |                                    |     |                              |   |       
|ExercisableSeptember 30, 2006   |  | 839,415          |   |  | $                            | 46.41 |                                    | 7.3 |                              | $ | 18,760
|                                 |  |                  |   |  |                              |       |                                    |     |                              |   |       



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Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



|10. | Stock-Based Compensation (continued)
|--- | ------------------------------------

The following table
presents information regarding unvested option activity during the period ended September 30, 2006:



|                                 |  |                            |  |                                     |     
|-------------------------------- |  | -------------------------- |  | ----------------------------------- | ----
|                                 |  | Non-vestedNumber ofOptions |  | WeightedAverageGrant-DateFair Value
|Non-vested at December 31, 2005  |  | 779,145                    |  | $                                   | 5.86
|Less: 2006 Vesting               |  | 200,411                    |  |                                     | 5.75
|Less: Forfeited                  |  | 13,283                     |  |                                     | 5.90
|                                 |  |                            |  |                                     |     
|Non-vested at September 30, 2006 |  | 565,451                    |  | $                                   | 5.90
|                                 |  |                            |  |                                     |     

As of September 30, 2006, there was $2.2 million of total unrecognized compensation cost
related to non-vested stock options granted under the Plan. That cost is expected to be recognized through 2008.

The Company grants
restricted stock under the Plan to its employees as a form of long-term compensation and retention. The terms of each grant vary depending upon the participants responsibilities and position within the Company. The Companys stock grants
to date can be categorized into three types: (a) 4-year vesting, (b) performance-based vesting, and (c) 8-year cliff vesting.



| |  |  | The four-year vesting grants vest 25% per year beginning in the year of grant. These grants are not subject to future performance measures.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Performance grants are earned subject to future performance measurements, which include individual performance measures, annual growth in earnings, compounded three-year growth in
earnings, and a three-year total shareholder return peer comparison (TSR Grant). Once the performance criteria are met and the actual number of shares earned is determined, certain shares will vest immediately while others will vest over
an additional service period.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The eight-year cliff vesting grants fully vest at the end of the eighth year from the date of grant; however, as a result of the achievement of future performance, primarily growth
in earnings, the vesting of these grants may be accelerated over a shorter term.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Performance grants and 8-year cliff vesting
grants are currently only granted to the Companys senior management. The Company considers the likelihood of meeting the performance criteria based upon managements estimates and analysis of future earnings growth from which it
determines the amounts recognized as expense on a periodic basis. The Company determines the grant date fair value of TSR Grants based upon a Monte Carlo Simulation model. Compensation expense is measured at the grant date and recognized over the
vesting period.



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Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



|10. | Stock-Based Compensation (continued)
|--- | ------------------------------------

As of
September 30, 2006, there was $26.9 million of total unrecognized compensation cost related to non-vested restricted stock granted under the Plan, which is recorded when recognized in additional paid in capital of the Companys
consolidated statement of stockholders equity and comprehensive income (loss) and the general partner preferred and common units column of the Partnerships consolidated statement of changes in partners capital and comprehensive
income (loss). This unrecognized compensation cost will be recognized over the next four years through 2010.

The following table reports
restricted stock activity during the period ended September 30, 2006:



|                               |  |                 |   |  |                              |        |                           |   |      
|------------------------------ |  | --------------- | - |  | ---------------------------- | ------ | ------------------------- | - | -----
|                               |  | Numberof Shares |   |  | IntrinsicValue (inthousands) |        | WeightedAverageGrantPrice
|Unvested at December 31, 2005  |  | 923,765         |   |  |                              |        |                           |   |      
|Shares Granted                 |  | 280,208         |   |  |                              |        |                           | $ | 64.14
|Shares Vested and Distributed  |  | (412,696        | ) |  | $                            | 26,309 |                           |   |      
|Forfeited                      |  | (3,134          | ) |  |                              |        |                           | $ | 39.01
|                               |  |                 |   |  |                              |        |                           |   |      
|Unvested at September 30, 2006 |  | 788,143         |   |  | $                            | 54,193 |                           |   |      
|                               |  |                 |   |  |                              |        |                           |   |      



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Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



|11. | Earnings per Unit
|--- | -----------------

The following summarizes the
calculation of basic and diluted earnings per unit for the three months ended September 30, 2006 and 2005, respectively (in thousands except per unit data):



|                                                                                         |  |      |        |      |       
|---------------------------------------------------------------------------------------- |  | ---- | ------ | ---- | ------
|                                                                                         |  | 2006 |        | 2005
|Numerator:                                                                               |  |      |        |      |       
|Income from continuing operations                                                        |  | $    | 45,305 |      | 19,704
|Discontinued operations                                                                  |  |      | 431    |      | 15,905
|                                                                                         |  |      |        |      |       
|Net income                                                                               |  |      | 45,736 |      | 35,609
|Less: Preferred unit distributions and original issuance costs                           |  |      | 5,850  |      | 7,449 
|                                                                                         |  |      |        |      |       
|Net income for common unit holders                                                       |  |      | 39,886 |      | 28,160
|Less: Dividends paid on unvested restricted stock                                        |  |      | 307    |      | 340   
|                                                                                         |  |      |        |      |       
|Net income for common units holdersbasic                                                |  |      | 39,579 |      | 27,820
|Add: Dividends paid on Treasury Method restricted stock                                  |  |      | 55     |      | 87    
|                                                                                         |  |      |        |      |       
|Net income for common unit holdersdiluted                                               |  | $    | 39,634 |      | 27,907
|                                                                                         |  |      |        |      |       
|                                                                                         |  |     
|Denominator:                                                                             |  |      |        |      |       
|Weighted average common units outstanding for basic EPU                                  |  |      | 69,063 |      | 66,776
|Incremental units to be issued under common stock options using the Treasury method      |  |      | 326    |      | 342   
|Incremental units to be issued under unvested restricted stock using the Treasury method |  |      | 92     |      | 159   
|                                                                                         |  |      |        |      |       
|Weighted average common units outstanding for diluted EPU                                |  |      | 69,481 |      | 67,277
|                                                                                         |  |      |        |      |       
|                                                                                         |  |     
|Income per common unitbasic                                                             |  |      |        |      |       
|Income from continuing operations                                                        |  | $    | 0.56   |      | 0.18  
|Discontinued operations                                                                  |  |      | 0.01   |      | 0.24  
|                                                                                         |  |      |        |      |       
|Net income for common unit holders per unit                                              |  | $    | 0.57   |      | 0.42  
|                                                                                         |  |      |        |      |       
|                                                                                         |  |     
|Income per common unitdiluted                                                           |  |      |        |      |       
|Income from continuing operations                                                        |  | $    | 0.56   |      | 0.18  
|Discontinued operations                                                                  |  |      | 0.01   |      | 0.23  
|                                                                                         |  |      |        |      |       
|Net income for common unit holders per unit                                              |  |      | 0.57   |      | 0.41  
|                                                                                         |  |      |        |      |       

The exchangeable operating partnership units were anti-dilutive to diluted EPU for the three
months ended September 30, 2006 and 2005, therefore, the units and the related minority interest of exchangeable operating partnership units are excluded from the calculation of diluted EPU.



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Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



|11. | Earnings per Unit (continued)
|--- | -----------------------------

The following summarizes
the calculation of basic and diluted earnings per unit for the nine months ended September 30, 2006 and 2005, respectively (in thousands except per unit data):



|                                                                                         |  |      |         |      |        
|---------------------------------------------------------------------------------------- |  | ---- | ------- | ---- | -------
|                                                                                         |  | 2006 |         | 2005
|Numerator:                                                                               |  |      |         |      |        
|Income from continuing operations                                                        |  | $    | 121,797 |      | 86,037 
|Discontinued operations                                                                  |  |      | 35,294  |      | 37,820 
|                                                                                         |  |      |         |      |        
|Net income                                                                               |  |      | 157,091 |      | 123,857
|Less: Preferred unit distributions and original issuance costs                           |  |      | 17,550  |      | 18,999 
|                                                                                         |  |      |         |      |        
|Net income for common unit holders                                                       |  |      | 139,541 |      | 104,858
|Less: Dividends paid on unvested restricted stock                                        |  |      | 922     |      | 1,019  
|                                                                                         |  |      |         |      |        
|Net income for common units holdersbasic                                                |  |      | 138,619 |      | 103,839
|Add: Dividends paid on Treasury Method restricted stock                                  |  |      | 152     |      | 202    
|                                                                                         |  |      |         |      |        
|Net income for common unit holdersdiluted                                               |  | $    | 138,771 |      | 104,041
|                                                                                         |  |      |         |      |        
|                                                                                         |  |     
|Denominator:                                                                             |  |      |         |      |        
|Weighted average common units outstanding for basic EPU                                  |  |      | 68,875  |      | 64,857 
|Incremental units to be issued under common stock options using the Treasury method      |  |      | 309     |      | 217    
|Incremental units to be issued under unvested restricted stock using the Treasury method |  |      | 85      |      | 123    
|Incremental units to be issued under Forward Equity Offering using the Treasury method   |  |      |        |      | 199    
|                                                                                         |  |      |         |      |        
|Weighted average common units outstanding for diluted EPU                                |  |      | 69,269  |      | 65,396 
|                                                                                         |  |      |         |      |        
|                                                                                         |  |     
|Income per common unitbasic                                                             |  |      |         |      |        
|Income from continuing operations                                                        |  | $    | 1.50    |      | 1.01   
|Discontinued operations                                                                  |  |      | 0.51    |      | 0.59   
|                                                                                         |  |      |         |      |        
|Net income for common unit holders per unit                                              |  | $    | 2.01    |      | 1.60   
|                                                                                         |  |      |         |      |        
|                                                                                         |  |     
|Income per common unitdiluted                                                           |  |      |         |      |        
|Income from continuing operations                                                        |  | $    | 1.49    |      | 1.01   
|Discontinued operations                                                                  |  |      | 0.51    |      | 0.58   
|                                                                                         |  |      |         |      |        
|Net income for common unit holders per unit                                              |  | $    | 2.00    |      | 1.59   
|                                                                                         |  |      |         |      |        

The exchangeable operating partnership units were anti-dilutive to diluted EPU for the nine months
ended September 30, 2006 and 2005, therefore, the units and the related minority interest of exchangeable operating partnership units are excluded from the calculation of diluted EPU.



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Regency Centers, L.P.

Notes to Consolidated Financial Statements

September 30, 2006



|12. | Commitments and Contingencies
|--- | -----------------------------

The Partnership 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 Partnerships consolidated
financial position, results of operations or liquidity. The Partnership 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 (USTs). The Partnership believes that the tenants who currently operate dry cleaning plants or gas stations do so in accordance with current laws and regulations. The
Partnership has placed environmental insurance, where possible, on specific properties with known contamination, in order to mitigate its environmental risk. The Partnership monitors the shopping centers containing environmental issues and in
certain cases voluntarily remediates the sites. The Partnership also has legal obligations to remediate certain sites and is in the process of doing so. The Partnership estimates the cost associated with these legal obligations to be approximately
$4.0 million, all of which has been accrued. The Partnership believes that the ultimate disposition of currently known environmental matters will not have a material affect 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 Partnership.



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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 growth in revenues, earnings per share, returns and portfolio value, our debt ratings, our development program
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 (Regency or the Company) and Regency
Centers, L.P. (RCLP or the Partnership) operates, 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 pricing of acquisitions and sales of properties and out-parcels; changes in expected development activity, leasing activity and market rents; timing of acquisitions, development
starts and sales of properties and out-parcels; our inability to exercise voting control over the joint ventures through which we own or develop some of our properties; weather; consequences of any armed conflict or terrorist attack against the
United States; the ability to obtain governmental approvals; and meeting development schedules. For additional information, see Risk Factors in our annual report on Form 10-K for the year ended December 31, 2005. The following
discussion should be read in conjunction with the accompanying Consolidated Financial Statements and Notes thereto of the Partnership appearing elsewhere within.

Overview and Operating Philosophy

Regency is a qualified real estate investment trust (REIT), which began operations in 1993. Our primary operating and investment goal is long-term growth in earnings per share and total shareholder return,
which we hope to achieve by focusing on a strategy of owning, operating and developing high-quality community and neighborhood 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. Regency owns, manages, leases, acquires, and develops our shopping centers through our operating partnership, RCLP, in which we currently own approximately
99% of the outstanding operating partnership units. Regencys operating, investing and financing activities are performed by RCLP, its wholly owned subsidiaries and its joint ventures with third parties.

Currently, we operate and manage a real estate investment portfolio that totals $7.7 billion at cost before depreciation with 399 shopping centers in 28
states and the District of Columbia, including approximately $4.2 billion in real estate assets composed of 183 shopping centers owned by unconsolidated joint ventures in 24 states and the District of Columbia. Portfolio information is presented
(a) on a combined basis, including unconsolidated joint ventures (Combined Basis), (b) on a basis that excludes the unconsolidated joint ventures (Consolidated Properties) and (c) on a basis that includes only
the unconsolidated joint ventures (Unconsolidated Properties). We believe that providing our shopping center portfolio information under these methods provides a more complete understanding of the properties that we own, including those
that we partially own and for which we provide property and asset management services. At September 30, 2006, our gross leasable area (GLA) on a Combined Basis totaled 47.5 million square feet and was 90.9% leased. The
portfolio contains 53.4 million square feet when anchor owned buildings are included. The GLA for the 216 Consolidated Properties totaled 25.3 million square feet and was 87.3% leased, including shopping centers under construction and
partially pre-leased. The GLA for the Unconsolidated Properties totaled 22.2 million square feet and was 95.1% leased.

We earn
revenues and generate operating cash flow by leasing space in our shopping centers to market-leading grocers, and major retail anchors, as well as specialty side-shop retailers, restaurants and out-parcel tenants in our shopping centers. We
experience growth in revenues by increasing occupancy and rental rates at currently owned shopping centers, and by acquiring and developing new shopping



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centers. Community and neighborhood shopping centers generate substantial daily traffic by conveniently offering daily
necessities and services. This high traffic generates increased sales, thereby driving higher occupancy, rental rates and rental-rate growth for RCLP, which we expect will sustain our growth in earnings per unit and increase the value of our
portfolio over the long term.

We seek a range of strong national, regional and local specialty retailers, for the same reason that we
choose to anchor our centers with leading grocers and major retailers. We have created a formal partnering process  the Premier Customer Initiative (PCI)  to promote mutually beneficial relationships with our specialty
retailers. The objective of PCI is for RCLP to build a base of specialty tenants who represent the best-in-class operators in their respective merchandising categories. Such retailers reinforce the consumer appeal and other strengths of
a centers anchor, help to stabilize a centers occupancy, reduce re-leasing downtime, reduce tenant turnover and yield higher sustainable rents.

We grow our shopping center portfolio through acquisitions and new shopping center development, where we acquire the land and construct the building. Development is customer driven, meaning we generally have an
executed lease from the anchor before we start construction. Developments serve the growth needs of our anchors, and specialty retailers, resulting in modern shopping centers with long-term anchor leases that produce attractive returns on our
invested capital. This development process can require up to 36 months, or longer, from initial land or redevelopment acquisition through construction, lease-up and stabilization of rental income, depending upon the size of the project. Generally,
anchor tenants begin operating their stores prior to the completion of construction of the entire center, resulting in rental income during the development phase.

RCLP intends to maintain a conservative capital structure to fund our growth programs, which should preserve our investment-grade ratings. Our approach is founded on our self-funding business model. This model
utilizes center recycling as a key component, which requires ongoing monitoring of each center to ensure that it continues to meet our investment standards. Properties that no longer measure up to our standards are sold in combination
with non-core development sales. These sale proceeds are re-deployed into new, higher-quality developments and acquisitions that are expected to generate sustainable revenue growth and more attractive returns.

Joint venturing of shopping centers also provides us with a capital source for new development, as well as the opportunity to earn fees for asset and
property management services. As asset manager, we are engaged by our partners to apply similar operating, investment, and capital strategies to the portfolios owned by the joint ventures. Joint ventures grow their shopping center investments
through acquisitions from third parties or direct purchases from RCLP. Although selling properties to joint ventures reduces our ownership interest, we continue to share in the risks and rewards of centers that meet our high quality standards and
long-term investment strategy. We have no obligations or liabilities of the joint ventures beyond our ownership interest percentage.

We
have identified certain significant risks and challenges affecting our industry, and we are addressing them accordingly. An economic downturn could result in declines in occupancy levels at our shopping centers, which would reduce our rental
revenues; however, we believe that our investment focus on grocery and discount (Target and Wal-Mart) anchored shopping centers that conveniently provide daily necessities will minimize the impact of a downturn in the economy. Increased competition
from super-centers and industry consolidation could result in grocery store closings. We closely monitor the operating performance and tenants sales in our shopping centers that operate near super-centers as well as those tenants operating
retail formats that are experiencing significant changes in competition or business practice such as the video rental format. We also continue to monitor retail trends and merchandise our shopping centers based on consumer demand. A significant
slowdown in the demand for new shopping centers could cause a corresponding reduction in our shopping center development program that would likely reduce our future operating revenues related to rental income, recoveries of operating expenses and
gains from development sales; as well as, increase our operating expenses as a result of reducing our capitalized employee costs (See Critical Accounting Policies and Estimates  Capitalization of Costs described further below). We
believe that the presence of our development teams in key markets and their excellent relationships with leading anchor tenants will enable us to sustain our development program.



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##### Table of Contents

Shopping Center Portfolio

The following tables summarize general operating statistics related to our shopping center portfolio, which we use to evaluate and monitor our
performance. The portfolio information below is presented (a) on a Combined Basis, (b) for Consolidated Properties and (c) for Unconsolidated Properties, the definitions of which are provided above:



|                              |  |                    |   |  |                   |  
|----------------------------- |  | ------------------ | - |  | ----------------- | -
|                              |  | September 30, 2006 |   |  | December 31, 2005 |  
|Number of Properties (a)      |  | 399                |   |  | 393               |  
|Number of Properties (b)      |  | 216                |   |  | 213               |  
|Number of Properties (c)      |  | 183                |   |  | 180               |  
|                              |  |                   
|Properties in Development (a) |  | 39                 |   |  | 31                |  
|Properties in Development (b) |  | 38                 |   |  | 30                |  
|Properties in Development (c) |  | 1                  |   |  | 1                 |  
|                              |  |                   
|Gross Leaseable Area (a)      |  | 47,477,308         |   |  | 46,243,139        |  
|Gross Leaseable Area (b)      |  | 25,268,328         |   |  | 24,382,276        |  
|Gross Leaseable Area (c)      |  | 22,208,980         |   |  | 21,860,863        |  
|                              |  |                   
|Percent Leased (a)            |  | 90.9               | % |  | 91.3              | %
|Percent Leased (b)            |  | 87.3               | % |  | 88.0              | %
|Percent Leased (c)            |  | 95.1               | % |  | 95.1              | %

We seek to reduce our operating and leasing risks through diversification which we achieve by
geographically diversifying our shopping centers; avoiding dependence on any single property, market, or tenant, and owning a portion of our shopping centers through joint ventures.



34



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##### Table of Contents

The following table is a list of the shopping centers summarized by state and in order of largest
holdings presented on a Combined Basis:



|                  |  |                    |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  
|----------------- |  | ------------------ |  | ---------- | ----------------- | ------------- | - |  | ------- | - |  | ----------- |  | ---------- |  | ------------- | - |  | ------- | -
|                  |  | September 30, 2006 |  |            | December 31, 2005 |              
|Location          |  | #Properties        |  | GLA        |                   | % of TotalGLA |   |  | %Leased |   |  | #Properties |  | GLA        |  | % of TotalGLA |   |  | %Leased |  
|California        |  | 70                 |  | 9,468,347  |                   | 19.9          | % |  | 90.1    | % |  | 70          |  | 8,855,638  |  | 19.2          | % |  | 93.3    | %
|Florida           |  | 53                 |  | 6,076,824  |                   | 12.8          | % |  | 93.7    | % |  | 51          |  | 5,912,994  |  | 12.8          | % |  | 94.5    | %
|Texas             |  | 40                 |  | 5,263,495  |                   | 11.1          | % |  | 84.9    | % |  | 38          |  | 5,029,590  |  | 10.9          | % |  | 84.7    | %
|Virginia          |  | 34                 |  | 4,000,210  |                   | 8.4           | % |  | 92.8    | % |  | 31          |  | 3,628,732  |  | 7.8           | % |  | 95.0    | %
|Georgia           |  | 32                 |  | 2,735,442  |                   | 5.8           | % |  | 93.6    | % |  | 33          |  | 2,850,662  |  | 6.2           | % |  | 95.4    | %
|Colorado          |  | 22                 |  | 2,441,186  |                   | 5.1           | % |  | 92.3    | % |  | 22          |  | 2,507,634  |  | 5.4           | % |  | 84.3    | %
|Ohio              |  | 16                 |  | 2,293,963  |                   | 4.8           | % |  | 75.5    | % |  | 16          |  | 2,045,260  |  | 4.4           | % |  | 82.3    | %
|Illinois          |  | 16                 |  | 2,266,799  |                   | 4.8           | % |  | 95.5    | % |  | 17          |  | 2,410,178  |  | 5.2           | % |  | 95.9    | %
|North Carolina    |  | 15                 |  | 2,119,322  |                   | 4.5           | % |  | 92.7    | % |  | 15          |  | 2,114,667  |  | 4.6           | % |  | 91.7    | %
|Maryland          |  | 18                 |  | 2,058,954  |                   | 4.3           | % |  | 93.8    | % |  | 21          |  | 2,435,783  |  | 5.3           | % |  | 93.6    | %
|Pennsylvania      |  | 12                 |  | 1,633,373  |                   | 3.4           | % |  | 89.3    | % |  | 13          |  | 1,665,005  |  | 3.6           | % |  | 75.3    | %
|Washington        |  | 11                 |  | 1,172,599  |                   | 2.5           | % |  | 94.2    | % |  | 12          |  | 1,334,337  |  | 2.9           | % |  | 93.6    | %
|Oregon            |  | 9                  |  | 925,729    |                   | 2.0           | % |  | 96.8    | % |  | 8           |  | 854,729    |  | 1.8           | % |  | 97.1    | %
|Delaware          |  | 5                  |  | 654,687    |                   | 1.4           | % |  | 91.6    | % |  | 5           |  | 654,687    |  | 1.4           | % |  | 90.3    | %
|South Carolina    |  | 8                  |  | 522,027    |                   | 1.1           | % |  | 96.2    | % |  | 6           |  | 624,450    |  | 1.4           | % |  | 97.4    | %
|Arizona           |  | 4                  |  | 496,087    |                   | 1.0           | % |  | 99.4    | % |  | 8           |  | 522,027    |  | 1.1           | % |  | 96.0    | %
|Tennessee         |  | 7                  |  | 488,050    |                   | 1.0           | % |  | 94.4    | % |  | 4           |  | 496,087    |  | 1.1           | % |  | 99.4    | %
|Minnesota         |  | 3                  |  | 483,938    |                   | 1.0           | % |  | 96.5    | % |  | 2           |  | 299,097    |  | 0.6           | % |  | 97.3    | %
|Massachusetts     |  | 2                  |  | 466,982    |                   | 1.0           | % |  | 98.5    | % |  |            |  |           |  |              |   |  |        |  
|Michigan          |  | 4                  |  | 303,412    |                   | 0.6           | % |  | 89.9    | % |  | 3           |  | 282,408    |  | 0.6           | % |  | 95.5    | %
|Kentucky          |  | 2                  |  | 302,670    |                   | 0.6           | % |  | 95.0    | % |  | 2           |  | 302,670    |  | 0.7           | % |  | 94.7    | %
|Wisconsin         |  | 2                  |  | 269,128    |                   | 0.6           | % |  | 98.1    | % |  | 3           |  | 372,382    |  | 0.8           | % |  | 94.4    | %
|Alabama           |  | 3                  |  | 267,689    |                   | 0.6           | % |  | 84.4    | % |  | 3           |  | 267,689    |  | 0.6           | % |  | 84.8    | %
|Indiana           |  | 4                  |  | 181,363    |                   | 0.4           | % |  | 75.6    | % |  | 3           |  | 229,619    |  | 0.5           | % |  | 84.3    | %
|Connecticut       |  | 1                  |  | 167,230    |                   | 0.4           | % |  | 100.0   | % |  | 1           |  | 167,230    |  | 0.4           | % |  | 100.0   | %
|New Jersey        |  | 2                  |  | 156,482    |                   | 0.3           | % |  | 97.8    | % |  | 2           |  | 156,482    |  | 0.3           | % |  | 97.8    | %
|New Hampshire     |  | 2                  |  | 125,173    |                   | 0.3           | % |  | 70.5    | % |  | 2           |  | 112,752    |  | 0.2           | % |  | 67.8    | %
|Nevada            |  | 1                  |  | 119,313    |                   | 0.3           | % |  | 87.4    | % |  | 1           |  | 93,516     |  | 0.2           | % |  | 73.6    | %
|Dist. of Columbia |  | 1                  |  | 16,834     |                   |              |   |  | 100.0   | % |  | 1           |  | 16,834     |  |              |   |  | 100.0   | %
|                  |  |                    |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  
|Total             |  | 399                |  | 47,477,308 |                   | 100.0         | % |  | 90.9    | % |  | 393         |  | 46,243,139 |  | 100.0         | % |  | 91.3    | %
|                  |  |                    |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  



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##### Table of Contents

The following table is a list of the shopping centers summarized by state and in order of largest holdings presented for
Consolidated Properties:



|               |  |                    |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  
|-------------- |  | ------------------ |  | ---------- | ----------------- | ------------- | - |  | ------- | - |  | ----------- |  | ---------- |  | ------------- | - |  | ------- | -
|               |  | September 30, 2006 |  |            | December 31, 2005 |              
|Location       |  | #Properties        |  | GLA        |                   | % of TotalGLA |   |  | %Leased |   |  | #Properties |  | GLA        |  | % of TotalGLA |   |  | %Leased |  
|California     |  | 46                 |  | 6,041,120  |                   | 23.9          | % |  | 86.4    | % |  | 45          |  | 5,319,464  |  | 21.8          | % |  | 91.2    | %
|Florida        |  | 35                 |  | 4,100,006  |                   | 16.2          | % |  | 93.7    | % |  | 35          |  | 4,185,221  |  | 17.2          | % |  | 95.6    | %
|Texas          |  | 29                 |  | 3,931,100  |                   | 15.6          | % |  | 81.9    | % |  | 30          |  | 3,890,913  |  | 16.0          | % |  | 81.6    | %
|Ohio           |  | 15                 |  | 2,185,040  |                   | 8.6           | % |  | 74.4    | % |  | 15          |  | 1,936,337  |  | 7.9           | % |  | 81.5    | %
|Georgia        |  | 16                 |  | 1,408,408  |                   | 5.6           | % |  | 91.4    | % |  | 16          |  | 1,410,412  |  | 5.8           | % |  | 93.7    | %
|Colorado       |  | 14                 |  | 1,254,632  |                   | 5.0           | % |  | 89.4    | % |  | 14          |  | 1,321,080  |  | 5.4           | % |  | 73.4    | %
|Virginia       |  | 10                 |  | 1,090,877  |                   | 4.3           | % |  | 88.6    | % |  | 9           |  | 973,744    |  | 4.0           | % |  | 93.5    | %
|North Carolina |  | 8                  |  | 873,315    |                   | 3.5           | % |  | 97.2    | % |  | 9           |  | 970,506    |  | 4.0           | % |  | 96.6    | %
|Pennsylvania   |  | 3                  |  | 571,954    |                   | 2.3           | % |  | 75.5    | % |  | 3           |  | 573,410    |  | 2.3           | % |  | 37.0    | %
|Oregon         |  | 6                  |  | 571,059    |                   | 2.3           | % |  | 96.8    | % |  | 5           |  | 500,059    |  | 2.0           | % |  | 97.4    | %
|Washington     |  | 6                  |  | 555,581    |                   | 2.2           | % |  | 89.6    | % |  | 7           |  | 717,319    |  | 2.9           | % |  | 89.4    | %
|Tennessee      |  | 7                  |  | 488,050    |                   | 1.9           | % |  | 94.4    | % |  | 6           |  | 624,450    |  | 2.6           | % |  | 97.4    | %
|Illinois       |  | 3                  |  | 415,011    |                   | 1.6           | % |  | 94.0    | % |  | 3           |  | 415,011    |  | 1.7           | % |  | 95.6    | %
|Arizona        |  | 3                  |  | 388,440    |                   | 1.5           | % |  | 99.2    | % |  | 3           |  | 388,440    |  | 1.6           | % |  | 99.3    | %
|Michigan       |  | 4                  |  | 303,412    |                   | 1.2           | % |  | 89.9    | % |  | 3           |  | 282,408    |  | 1.1           | % |  | 95.5    | %
|Massachusetts  |  | 1                  |  | 281,703    |                   | 1.1           | % |  | 97.6    | % |  |            |  |           |  |              |   |  |        |  
|Delaware       |  | 2                  |  | 240,418    |                   | 0.9           | % |  | 99.1    | % |  | 2           |  | 240,418    |  | 1.0           | % |  | 97.8    | %
|Maryland       |  | 1                  |  | 130,565    |                   | 0.5           | % |  | 53.8    | % |  | 1           |  | 121,050    |  | 0.5           | % |  | 49.6    | %
|New Hampshire  |  | 2                  |  | 125,173    |                   | 0.5           | % |  | 70.5    | % |  | 2           |  | 112,752    |  | 0.5           | % |  | 67.8    | %
|Nevada         |  | 1                  |  | 119,313    |                   | 0.5           | % |  | 87.4    | % |  | 1           |  | 93,516     |  | 0.4           | % |  | 73.6    | %
|South Carolina |  | 1                  |  | 76,541     |                   | 0.3           | % |  | 90.5    | % |  | 2           |  | 140,900    |  | 0.6           | % |  | 91.2    | %
|Alabama        |  | 1                  |  | 74,131     |                   | 0.3           | % |  | 95.2    | % |  | 1           |  | 74,131     |  | 0.3           | % |  | 96.8    | %
|Indiana        |  | 2                  |  | 42,479     |                   | 0.2           | % |  | 30.1    | % |  | 1           |  | 90,735     |  | 0.4           | % |  | 72.2    | %
|               |  |                    |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  
|Total          |  | 216                |  | 25,268,328 |                   | 100.0         | % |  | 87.3    | % |  | 213         |  | 24,382,276 |  | 100.0         | % |  | 88.0    | %
|               |  |                    |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  

The Consolidated Properties are encumbered by mortgage loans of $272.2 million.



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##### Table of Contents

The following table is a list of the shopping centers summarized by state and in order of largest holdings presented for
Unconsolidated Properties owned in joint ventures:



|                  |  |                    |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  
|----------------- |  | ------------------ |  | ---------- | ----------------- | ------------- | - |  | ------- | - |  | ----------- |  | ---------- |  | ------------- | - |  | ------- | -
|                  |  | September 30, 2006 |  |            | December 31, 2005 |              
|Location          |  | #Properties        |  | GLA        |                   | % of TotalGLA |   |  | %Leased |   |  | #Properties |  | GLA        |  | % of TotalGLA |   |  | %Leased |  
|California        |  | 24                 |  | 3,427,227  |                   | 15.4          | % |  | 96.7    | % |  | 25          |  | 3,536,174  |  | 16.2          | % |  | 96.5    | %
|Virginia          |  | 24                 |  | 2,909,333  |                   | 13.1          | % |  | 94.4    | % |  | 22          |  | 2,654,988  |  | 12.2          | % |  | 95.6    | %
|Florida           |  | 18                 |  | 1,976,818  |                   | 8.9           | % |  | 93.8    | % |  | 16          |  | 1,727,773  |  | 7.9           | % |  | 91.7    | %
|Maryland          |  | 17                 |  | 1,928,389  |                   | 8.7           | % |  | 96.5    | % |  | 20          |  | 2,314,733  |  | 10.6          | % |  | 95.9    | %
|Illinois          |  | 13                 |  | 1,851,788  |                   | 8.3           | % |  | 95.8    | % |  | 14          |  | 1,995,167  |  | 9.1           | % |  | 95.9    | %
|Texas             |  | 11                 |  | 1,332,395  |                   | 6.0           | % |  | 93.7    | % |  | 8           |  | 1,138,677  |  | 5.2           | % |  | 95.4    | %
|Georgia           |  | 16                 |  | 1,327,034  |                   | 6.0           | % |  | 96.0    | % |  | 17          |  | 1,440,250  |  | 6.6           | % |  | 97.0    | %
|North Carolina    |  | 7                  |  | 1,246,007  |                   | 5.6           | % |  | 89.5    | % |  | 6           |  | 1,144,161  |  | 5.2           | % |  | 87.6    | %
|Colorado          |  | 8                  |  | 1,186,554  |                   | 5.3           | % |  | 95.4    | % |  | 8           |  | 1,186,554  |  | 5.4           | % |  | 96.3    | %
|Pennsylvania      |  | 9                  |  | 1,061,419  |                   | 4.8           | % |  | 96.7    | % |  | 10          |  | 1,091,595  |  | 5.0           | % |  | 95.5    | %
|Washington        |  | 5                  |  | 617,018    |                   | 2.8           | % |  | 98.3    | % |  | 5           |  | 617,018    |  | 2.8           | % |  | 98.4    | %
|Minnesota         |  | 3                  |  | 483,938    |                   | 2.2           | % |  | 96.5    | % |  | 2           |  | 299,097    |  | 1.4           | % |  | 97.3    | %
|South Carolina    |  | 7                  |  | 445,486    |                   | 2.0           | % |  | 97.2    | % |  | 6           |  | 381,127    |  | 1.7           | % |  | 97.9    | %
|Delaware          |  | 3                  |  | 414,269    |                   | 1.9           | % |  | 87.2    | % |  | 3           |  | 414,269    |  | 1.9           | % |  | 85.9    | %
|Oregon            |  | 3                  |  | 354,670    |                   | 1.6           | % |  | 96.7    | % |  | 3           |  | 354,670    |  | 1.6           | % |  | 96.6    | %
|Kentucky          |  | 2                  |  | 302,670    |                   | 1.4           | % |  | 95.0    | % |  | 2           |  | 302,670    |  | 1.4           | % |  | 94.7    | %
|Wisconsin         |  | 2                  |  | 269,128    |                   | 1.2           | % |  | 98.1    | % |  | 3           |  | 372,382    |  | 1.7           | % |  | 94.4    | %
|Alabama           |  | 2                  |  | 193,558    |                   | 0.9           | % |  | 80.2    | % |  | 2           |  | 193,558    |  | 0.9           | % |  | 80.2    | %
|Massachusetts     |  | 1                  |  | 185,279    |                   | 0.8           | % |  | 100.0   | % |  |            |  |           |  |              |   |  |        |  
|Connecticut       |  | 1                  |  | 167,230    |                   | 0.7           | % |  | 100.0   | % |  | 1           |  | 167,230    |  | 0.8           | % |  | 100.0   | %
|New Jersey        |  | 2                  |  | 156,482    |                   | 0.7           | % |  | 97.8    | % |  | 2           |  | 156,482    |  | 0.7           | % |  | 97.8    | %
|Indiana           |  | 2                  |  | 138,884    |                   | 0.6           | % |  | 89.5    | % |  | 2           |  | 138,884    |  | 0.6           | % |  | 92.2    | %
|Ohio              |  | 1                  |  | 108,923    |                   | 0.5           | % |  | 97.6    | % |  | 1           |  | 108,923    |  | 0.5           | % |  | 97.6    | %
|Arizona           |  | 1                  |  | 107,647    |                   | 0.5           | % |  | 100.0   | % |  | 1           |  | 107,647    |  | 0.5           | % |  | 100.0   | %
|Dist. of Columbia |  | 1                  |  | 16,834     |                   | 0.1           | % |  | 100.0   | % |  | 1           |  | 16,834     |  | 0.1           | % |  | 100.0   | %
|                  |  |                    |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  
|Total             |  | 183                |  | 22,208,980 |                   | 100.0         | % |  | 95.1    | % |  | 180         |  | 21,860,863 |  | 100.0         | % |  | 95.1    | %
|                  |  |                    |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  

The Unconsolidated Properties are encumbered by mortgage loans of $2.3 billion.

The following summarizes the four largest grocery tenants occupying our shopping centers at September 30, 2006:



|               |  |                     |  |                                        |   |  |                                       |  
|-------------- |  | ------------------- |  | -------------------------------------- | - |  | ------------------------------------- | -
|Grocery Anchor |  | Number ofStores (a) |  | Percentage ofPartnership-owned GLA (b) |   |  | Percentage ofAnnualized Base Rent (b) |  
|Kroger         |  | 67                  |  | 9.6                                    | % |  | 6.7                                   | %
|Publix         |  | 65                  |  | 6.2                                    | % |  | 4.0                                   | %
|Safeway        |  | 68                  |  | 5.9                                    | % |  | 4.1                                   | %
|Super Valu     |  | 35                  |  | 3.6                                    | % |  | 3.0                                   | %

---

|(a) | For the Combined Properties including stores owned by grocery anchors that are attached to our centers.
|--- | -------------------------------------------------------------------------------------------------------

|(b) | GLA and annualized base rent include the Consolidated Properties plus RCLPs pro-rata share of the Unconsolidated Properties.
|--- | -----------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Liquidity and Capital Resources



|General | 
|------- | 

We expect that cash generated from operating activities,
including gains from the sale of real estate, will provide the necessary funds on a short-term basis to pay our operating expenses, interest expense, scheduled principal payments on outstanding indebtedness, capital expenditures necessary to
maintain and improve our shopping centers, and distributions to unit holders. Net cash provided by operating activities was $163.2 million and $144.6 million for the nine months ended September 30, 2006 and 2005, respectively. For the nine
months ended September 30, 2006 and 2005, our gains from the sale of real estate were $74.7 million and $47.7 million, the details of which are discussed below under Shopping Center Developments, Acquisitions and Sales. For the nine months
ended September 30, 2006 and 2005, we incurred capital expenditures of $8.3 million and $8.2 million to improve our shopping centers, we paid scheduled principal payments of $3.3 million and $4.3 million to our lenders on mortgage loans, and we
paid distributions to our unit holders of $132.9 million and $126.3 million, respectively. The increase in distributions of 5% during 2006 was primarily related to the Companys $200 million equity offering as described below under Equity
Capital Transactions and an annual dividend rate increase of 8.2% in 2006.

Although base rent is supported by long-term lease contracts,
tenants who file bankruptcy are able to cancel their leases and close the related stores. In the event that a tenant with a significant number of leases in our shopping centers files bankruptcy and cancels its leases, we could experience a
significant reduction in our revenues. We continually monitor industry trends and sales data to help us identify declines in retail categories or tenants who might be experiencing financial difficulties. We are not aware at this time of the current
or pending bankruptcy of any of our tenants that would cause a significant reduction in our revenues, and no tenant represents more than 7% of the total of our annual base rental revenues and our pro-rata share of the base revenues of the
Unconsolidated Properties.

We expect to meet long-term capital requirements for redeemable preferred stock and units, maturing debt, the
acquisition of real estate, investments in joint ventures, and the renovation or development of shopping centers from: (i) residual cash generated from operating activities after the payments described above, (ii) proceeds from the sale of
real estate, (iii) joint venturing of real estate, (iv) refinancing of debt or our line of credit, and (v) equity raised in the private or public markets. At September 30, 2006, Regency had an unlimited amount under their shelf
registration for equity securities based on the new SEC rules and RCLP had $600 million available for debt under its shelf registration.

We intend to continue to grow our portfolio through new developments and acquisitions, either directly or through our joint venture relationships. Because development and acquisition activities are discretionary in nature, they are not
expected to burden the capital resources we have currently available for liquidity requirements. Capital necessary to complete developments-in-process will be funded from our line of credit and our capital recycling program as previously described.
We expect that cash provided by operating activities, proceeds from the sale of real estate, unused amounts available under our line of credit and cash reserves are adequate to meet short-term and committed long-term liquidity requirements.

Shopping Center Developments, Acquisitions and Sales

On a Consolidated Basis, we had 38 properties under construction or undergoing major renovations at September 30, 2006, which, when completed, will
represent an investment of $1.1 billion. We estimate that we will earn an average return on our investment on these projects of 9.4% at completion based upon standard underwriting guidelines and 8.9% after including direct internal costs related to
development activities. These average returns are approximately 50 basis points less than our experience one year ago which is primarily the result of higher costs associated with the acquisition of land and construction. While the average return on
investment has decreased from historical experience, the Partnership believes the return on a risk adjusted basis is adequate. Costs necessary to complete the current in process developments are estimated to be $579.0 million and will likely be
expended



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through 2009. The costs to complete these developments will be funded from the Partnerships unsecured line of
credit, which had $342 million of available funding at September 30, 2006, and also from expected proceeds from the future sale of shopping centers as part of the capital recycling program described above.

During 2006, we sold 100% of our interest in five properties for net proceeds of $78.9 million. The operating income and gains from these properties and
properties classified as held for sale are included in discontinued operations. The revenues from properties included in discontinued operations were $5.2 million and $20.2 million for the nine months ended September 30, 2006 and 2005,
respectively.

On April 11, 2006, we acquired a shopping center for a purchase price of $63.1 million which includes the assumption of
$44.0 million in debt. The acquisition was accounted for as a business combination purchase and the results of its operations are included in the consolidated financial statements from the date of acquisition.

Off Balance Sheet Arrangements

Investments in Unconsolidated Real Estate Partnerships

At September 30, 2006, we had investments in
real estate partnerships of $426.5 million. The following is a summary of unconsolidated combined assets and liabilities of these joint ventures and our pro-rata share (see note below) at September 30, 2006 and December 31, 2005 (dollars
in thousands):



|                         |  |      |           |   |      |   |           |  
|------------------------ |  | ---- | --------- | - | ---- | - | --------- | -
|                         |  | 2006 |           |   | 2005 |  
|Number of Joint Ventures |  |      | 15        |   |      |   | 15        |  
|RCLPs Ownership         |  |      | 20%-50    | % |      |   | 20%-50    | %
|Number of Properties     |  |      | 183       |   |      |   | 180       |  
|                         |  |     
|Combined Assets          |  | $    | 4,298,842 |   |      | $ | 4,318,581 |  
|Combined Liabilities     |  |      | 2,539,233 |   |      |   | 2,533,991 |  
|Combined Equity          |  |      | 1,759,609 |   |      |   | 1,784,590 |  
|                         |  |     
|RCLPs Share of(1):      |  |      |           |   |      |   |           |  
|Assets                   |  | $    | 1,086,440 |   |      | $ | 1,383,069 |  
|Liabilities              |  |      | 636,658   |   |      |   | 818,439   |  

---

|(1) | Pro rata financial information is not, and is not intended to be, a presentation in
accordance with generally accepted accounting principles. However, management believes that providing such information is useful to investors in assessing the impact of its unconsolidated real estate partnership activities on the operations of RCLP,
which includes such items on a single line presentation under the equity method in its consolidated financial statements.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We
account for all investments in which we own 50% or less and do not have a controlling financial interest using the equity method. We have determined that these investments are not variable interest entities, and therefore are subject to the voting
interest model in determining our basis of accounting. Major decisions, including property acquisitions and dispositions, financings, annual budgets and dissolution of the ventures are subject to the approval of all partners. Investments in real
estate partnerships are primarily composed of joint ventures where we invest with three co-investment partners, as further described below. In addition to earning our pro-rata share of net income in each of these partnerships, we receive fees for
asset management, property management, and acquisition and disposition services. During the nine months ended September 30, 2006 and 2005, we received fees from these joint ventures of $24.2 million and $22.8 million, respectively.



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Our investments in real estate partnerships as of September 30, 2006 and December 31, 2005
consist of the following (in thousands):



|                                              |  |           |   |  |      |         |      |        
|--------------------------------------------- |  | --------- | - |  | ---- | ------- | ---- | -------
|                                              |  | Ownership |   |  | 2006 |         | 2005
|Macquarie CountryWide-Regency (MCWR I)        |  | 25.00     | % |  | $    | 59,985  |      | 61,375 
|Macquarie CountryWide Direct (MCWR I)         |  | 25.00     | % |  |      | 6,878   |      | 7,433  
|Macquarie CountryWide-Regency II (MCWR II)(1) |  | 24.95     | % |  |      | 237,399 |      | 363,563
|Macquarie CountryWide-Regency III (MCWR II)   |  | 24.95     | % |  |      | 2,040   |      | 606    
|Columbia Regency Retail Partners (Columbia)   |  | 20.00     | % |  |      | 36,050  |      | 36,659 
|Cameron Village LLC (Columbia)                |  | 30.00     | % |  |      | 20,886  |      | 21,633 
|Columbia Regency Partners II (Columbia)       |  | 20.00     | % |  |      | 11,556  |      | 2,093  
|RegCal, LLC (RegCal)                          |  | 25.00     | % |  |      | 17,042  |      | 14,921 
|Other investments in real estate partnerships |  | 50.00     | % |  |      | 34,658  |      | 37,334 
|                                              |  |           |   |  |      |         |      |        
|Total                                         |  |           |   |  | $    | 426,494 |      | 545,617
|                                              |  |           |   |  |      |         |      |        

---

|(1) | At December 31, 2005, our ownership interest in Macquarie CountryWide-Regency II was 35% prior to the partial sale which is described below.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------

We co-invest with the Oregon Public Employees Retirement Fund in three joint ventures (collectively Columbia),
in which we have ownership interests of 20% or 30%. As of September 30, 2006, Columbia owned 20 shopping centers, had total assets of $557.8 million, and net income of $8.2 million for the nine months ended. Our share of Columbias total
assets and net income was $123.8 million and $1.6 million, respectively. Our share of Columbia represents 3.3% of our total assets and 1.2% of our net income available for common unit holders. During the nine months ended September 30, 2006
Columbia acquired four shopping centers from unrelated parties for $97.0 million. We contributed $9.6 million for our proportionate share of the purchase price, which was net of $36.4 million of assumed mortgage debt and $13.3 million of financing
obtained by Columbia.

We co-invest with the California State Teachers Retirement System (CalSTRS) in a joint venture
called (RegCal) in which we have a 25% ownership interest. As of September 30, 2006, RegCal owned eight shopping centers, had total assets of $171.8 million, and had net income of $1.2 for the nine months ended. Our share of
RegCals total assets and net income was $42.9 million and $363,543, respectively. Our share of RegCal represents 1.2% of our total assets and less than 1% of our net income available for common unit holders, respectively. During the nine
months ended September 30, 2006 RegCal acquired one shopping center from an unrelated party for a purchase price of $26.0 million. We contributed $2.6 million for our proportionate share of the purchase price, which was net of financing
obtained by RegCal.

We co-invest with Macquarie CountryWide Trust of Australia (MCW) in four joint ventures, two in which we
have an ownership interest of 25% (MCWR I), and two in which we have an ownership interest of 24.95% (MCWR II).

As of
September 30, 2006, MCWR I owned 51 shopping centers, had total assets of $734.9 million, and net income of $13.4 million. Our share of MCWR Is total assets and net income was $184.0 million and $4.2 million, respectively. During the nine
months ended September 30, 2006, MCWR I sold one shopping center for $18.2 million to an unrelated party for a gain of $5.2 million, and acquired one shopping center from an unrelated party for a purchase price of $25.0 million. We contributed
$748,466 for our proportionate share of the purchase price, which was net of $12.5 million of assumed mortgage debt and $10.4 million in 1031 proceeds.

On June 1, 2005, MCWR II closed on the acquisition of a retail shopping center portfolio (the First Washington Portfolio) for a purchase price of approximately $2.8 billion, including the assumption
of approximately $68.6 million of mortgage debt and the issuance of approximately $1.6 billion of new mortgage loans on the properties acquired. The First Washington Portfolio acquisition was accounted for as a purchase business combination by MCWR
II. At December 31, 2005, MCWR II was owned 64.95%



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by an affiliate of MCW, 34.95% by RCLP and 0.1% by Macquarie-Regency Management, LLC (US Manager). US Manager
is owned 50% by RCLP and 50% by an affiliate of Macquarie Bank Limited. On January 13, 2006, we sold a portion of our investment in MCWR II to MCW for net cash of $113.2 million and reduced our ownership interest from 35% to 24.95%, and
recorded a gain on the partial sale of our interest of $9.5 million. The proceeds from the sale were used to reduce our unsecured line of credit. At September 30, 2006, MCWR II is owned 75% by MCWs affiliate, 24.90% by RCLP and 0.1% by US
Manager. Including our share of US Manager, our effective ownership is 24.95% and is reflected as such under the equity method in the accompanying consolidated financial statements.

As of September 30, 2006, MCWR II owned 98 shopping centers, had total assets of $2.7 billion and a net loss of $20.8 million. Our share of MCWR
IIs total assets and net loss was $680.7 million and $6.2 million, respectively. As a result of the significant amount of depreciation and amortization expense being recorded by MCWR II in connection with the acquisition of the First
Washington Portfolio, the joint venture may continue to report a net loss in future years, but is expected to produce positive cash flow from operations. During the nine months ended September 30, 2006, MCWR II sold seven shopping centers for
$110.9 million to unrelated parties for a gain of $1.7 million, and acquired four shopping centers from us for a net sales price of $62.4 million, for which we received cash of $58.4 million.

Our investment in the four joint ventures with MCW totals $306.3 million and represents 8.3% of our total assets at September 30, 2006. Our pro-rata
share of the assets and net loss of these ventures was $864.7 million and $2.0 million, respectively, which represents 23.3% and less than 1% of our total assets and net income available for common unit holders, respectively.

Recognition of gains from sales to joint ventures is recorded on only that portion of the sales not attributable to our ownership interest. The gains and
operations are not recorded as discontinued operations because of our continuing involvement in these shopping centers. Columbia, RegCal, and the joint ventures with MCW intend to continue to acquire retail shopping centers, some of which they may
acquire directly from us. For those properties acquired from unrelated parties, we are required to contribute our pro-rata share of the purchase price to the partnerships.

The acquisition or sales of shopping centers and the net acquisitions or sales activities within our investments in real estate partnerships as described
above are included in investing activities in the accompanying consolidated statements of cash flows. Net cash used in these investing activities was $6.3 million and $444.7 million for the nine months ended September 30, 2006 and 2005,
respectively.

Notes Payable

Outstanding debt at September 30, 2006 and December 31, 2005 consists of the following (in thousands):



|                             |  |      |           |      |          
|---------------------------- |  | ---- | --------- | ---- | ---------
|                             |  | 2006 |           | 2005
|Notes Payable:               |  |      |           |      |          
|Fixed rate mortgage loans    |  | $    | 194,695   |      | 175,403  
|Variable rate mortgage loans |  |      | 77,494    |      | 77,906   
|Fixed rate unsecured loans   |  |      | 1,198,778 |      | 1,198,633
|                             |  |      |           |      |          
|Total notes payable          |  |      | 1,470,967 |      | 1,451,942
|Unsecured Line of Credit     |  |      | 158,000   |      | 162,000  
|                             |  |      |           |      |          
|Total                        |  | $    | 1,628,967 |      | 1,613,942
|                             |  |      |           |      |          

Mortgage loans are secured and may be prepaid, but could be subject to yield maintenance premiums.
Mortgage loans are generally due in monthly installments of interest and principal, and mature over various terms through 2017. Variable interest rates on mortgage loans are currently based on LIBOR, plus a spread in a range of 90 to 150 basis
points. Fixed interest rates on mortgage loans range from 5.22% to 8.95% and average 6.57%.



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We have an unsecured revolving line of credit (the Line) with a commitment of $500 million,
and the right to expand the Line by an additional $150 million subject to additional lender syndication. The balance of the Line on September 30, 2006 was $158.0 million. Contractual interest rates on the Line, which are based on LIBOR plus
..75%, were 6.125% and 5.125% at September 30, 2006 and December 31, 2005, respectively. The spread that we pay on the Line is dependent upon maintaining specific investment-grade ratings. We are also required to comply, and are in
compliance, with certain financial covenants such as Minimum Net Worth, Total Liabilities to Gross Asset Value (GAV), Secured Indebtedness to GAV and other covenants customary with this type of unsecured financing. The Line is used
primarily to finance the development and acquisition of real estate, but is also available for general working-capital purposes.

As of
September 30, 2006, scheduled principal repayments on notes payable and the Line were as follows (in thousands):



|                                     |  |                            |        |                     |           |               |          
|------------------------------------ |  | -------------------------- | ------ | ------------------- | --------- | ------------- | ---------
|Scheduled Principal Payments by Year |  | ScheduledPrincipalPayments |        | Term LoanMaturities |           | TotalPayments
|Current year                         |  | $                          | 1,041  |                     |          |               | 1,041    
|2007 (includes the Line)             |  |                            | 3,577  |                     | 258,967   |               | 262,544  
|2008                                 |  |                            | 3,429  |                     | 19,620    |               | 23,049   
|2009                                 |  |                            | 3,435  |                     | 53,090    |               | 56,525   
|2010                                 |  |                            | 3,281  |                     | 177,203   |               | 180,484  
|2011                                 |  |                            | 3,289  |                     | 251,115   |               | 254,404  
|Beyond 5 Years                       |  |                            | 8,552  |                     | 840,270   |               | 848,822  
|Unamortized debt premiums            |  |                            |       |                     | 2,098     |               | 2,098    
|                                     |  |                            |        |                     |           |               |          
|Total                                |  | $                          | 26,604 |                     | 1,602,363 |               | 1,628,967
|                                     |  |                            |        |                     |           |               |          

Our investments in real estate partnerships had notes and mortgage loans payable of $2.4 billion
at September 30, 2006, which mature through 2028. Our proportionate share of these loans was $599.2 million, of which 93.1% had average fixed interest rates of 5.19% and the remaining had variable interest rates based on LIBOR plus a spread in
a range of 100 to 125 basis points. The loans are primarily non-recourse, but for those that are guaranteed by a joint venture, our liability does not extend beyond our ownership percentage of the joint venture.

We are exposed to capital market risk such as changes in interest rates. In order to manage the volatility related to interest-rate risk, we
originate new debt with fixed interest rates, or we consider entering into interest-rate hedging arrangements. We do not utilize derivative financial instruments for trading or speculative purposes. We account for derivative instruments under
Statement of Financial Accounting Standards SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities as amended (Statement 133). On March 10, 2006, we entered into four forward-starting interest
rate swaps totaling $396.7 million with fixed rates of 5.399%, 5.415%, 5.399% and 5.415%. The Partnership designated these swaps as cash flow hedges to fix $200 million ten-year fixed rate financing expected to occur in 2010 and $200 million of
ten-year fixed rate financing to occur in 2011. The change in fair value of these swaps was a liability of $2.6 million at September 30, 2006, and is recorded in accounts payable and other liabilities in the accompanying consolidated balance
sheet and in accumulated other comprehensive income (loss) in the consolidated statement of changes in partners capital and comprehensive income (loss).

At September 30, 2006, 85.5% of our total debt had fixed interest rates, compared with 85.1% at December 31, 2005. We intend to limit the percentage of variable interest-rate debt to be no more than 30% of
total debt, which we believe to be an acceptable risk. At September 30, 2006, our variable rate debt represented 14.5% of our total debt. Based upon the variable interest-rate debt outstanding at September 30, 2006, if variable interest
rates were to increase by 1%, our annual interest expense would increase by $2.4 million.



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Equity Capital Transactions

From time to time, we issue equity in the form of exchangeable operating partnership units or preferred units of RCLP, or in the form of common or
preferred stock of Regency Centers Corporation. As previously discussed, these sources of long-term equity financing allow us to fund our growth while maintaining a conservative capital structure.

Preferred Units

We have issued Preferred
Units in various amounts since 1998, the net proceeds of which were used to reduce the balance of the Line. We issue Preferred Units primarily to institutional investors in private placements. Generally, the Preferred Units may be exchanged by the
holders for Cumulative Redeemable Preferred Stock at an exchange rate of one share for one unit. The Preferred Units and the related Preferred Stock are not convertible into Regency common stock. At September 30, 2006 and December 31,
2005, only the Series D Preferred Units were outstanding, had a face value of $50 million, and had a fixed distribution rate of 7.45%. These Units may be called by us in 2009, and have no stated maturity or mandatory redemption. Included in the
Series D Preferred Units are original issuance costs of $842,023 that will be expensed if they are redeemed in the future.

Preferred Units
of General Partner and Regency Preferred Stock

As of September 30, 2006 we had three series of Preferred stock outstanding, two of
which underlie depositary shares held by the public. The depositary shares each represent 1/10thof a share of the
underlying preferred stock and have a liquidation preference of $25 per depository share. In 2003, we issued 7.45% Series 3 Cumulative Redeemable Preferred Stock underlying 3 million depositary shares. In 2004, we issued 7.25% Series 4
Cumulative Redeemable preferred stock underlying 5 million depositary shares. In 2005, we issued 3 million shares, or $75 million of 6.70% Series 5 Preferred Stock, with a liquidation preference of $25 per share. All series of Preferred
Stock are perpetual, are not convertible into common stock of the Company and are redeemable at par upon our election five years after the issuance date. The terms of the Preferred Stock do not contain any unconditional obligations that would
require us to redeem the securities at any time or for any purpose.

Common Stock

On April 5, 2005, Regency entered into an agreement to sell 4,312,500 shares of common stock to an affiliate of Citigroup Global Markets Inc.
(Citigroup) at $46.60 per share, in connection with a forward sale agreement (the Forward Sale Agreement). On August 1, 2005, Regency issued 3,782,500 shares to Citigroup for net proceeds of approximately $175.5 million
and on September 7, 2005, the remaining 530,000 shares were issued for net proceeds of $24.4 million. The proceeds from the sale were used to reduce the unsecured line of credit and redeem the Series E Preferred Units.

In summary, net cash used in financing activities was $161.0 million for the nine months ended September 30, 2006 and net cash provided by financing
activities was $236.0 million for the nine months ended September 30, 2005.

Critical Accounting Policies and
Estimates

Knowledge about our accounting policies is necessary for a complete understanding of our financial results, and discussion
and analysis of these results. The preparation of our financial statements requires that we make certain estimates that impact the balance of assets and liabilities at a financial statement date and the reported amount of income and expenses during
a financial reporting period. These accounting estimates are based upon, but not limited to, our judgments about historical results, current economic activity, and industry accounting standards. They are considered to be critical because of their
significance to the financial statements and the possibility that future events may differ from those judgments, or that the use of different assumptions could result in materially different estimates. We review these estimates on a periodic basis
to ensure reasonableness. However, the amounts we may ultimately realize could differ from such estimates.



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Revenue Recognition and Tenant Receivables  Tenant receivables represent revenues recognized in our
financial statements, and include base rent, percentage rent, and expense recoveries from tenants for common area maintenance costs, insurance and real estate taxes. We analyze tenant receivables, historical bad debt levels, customer credit
worthiness and current economic trends when evaluating the adequacy of our allowance for doubtful accounts. In addition, we analyze the accounts of tenants in bankruptcy, and we estimate the recovery of pre-petition and post-petition claims. Our
reported net income is directly affected by our estimate of the recoverability of tenant receivables.

Recognition of Gains from the Sales
of Real Estate - We account for profit recognition on sales of real estate in accordance with SFAS Statement No. 66, Accounting for Sales of Real Estate. Profits from sales of real estate will not be recognized by us unless
(i) a sale has been consummated; (ii) the buyers initial and continuing investment is adequate to demonstrate a commitment to pay for the property; (iii) we have transferred to the buyer the usual risks and rewards of ownership;
and (iv) we do not have substantial continuing involvement with the property. Recognition of gains from sales to joint ventures is recorded on only that portion of the sales not attributable to our ownership interest.

Capitalization of Costs  We capitalize the acquisition of land, the construction of buildings and other specifically identifiable development costs
incurred by recording them into Properties in Development on our consolidated balance sheets. Other development costs include pre-development costs essential to the development of the property, as well as, interest, real estate taxes,
and direct employee costs incurred during the development period. Pre-development costs are incurred prior to land acquisition during the due diligence phase and include contract deposits, legal, engineering and other professional fees related to
evaluating the feasibility of developing a shopping center. If we were to determine that the development of a specific project undergoing due diligence was no longer probable, we would immediately expense all related capitalized pre-development
costs not considered recoverable. Interest costs are capitalized into each development project based on applying our weighted average borrowing rate to that portion of the actual development costs expended. We cease interest capitalization when the
property is available for occupancy upon substantial completion of tenant improvements. We have an investment services group with an established infrastructure that supports the due diligence, land acquisition, construction, leasing and financial
analysis of our development program. All direct internal costs related to development activities are capitalized as part of each develoment project. If future accounting standards limit the amount of internal costs that may be capitalized, or if our
development activity were to decline significantly without a proportionate decrease in internal costs, we could incur a significant increase in our operating expenses.

Real Estate Acquisitions - Upon acquisition of operating real estate properties, we estimate the fair value of acquired tangible assets (consisting of land, building and improvements), and identified intangible assets
and liabilities (consisting of above- and below-market leases, in-place leases and tenant relationships) and assumed debt in accordance with SFAS No. 141, Business Combinations (Statement 141). Based on these estimates,
we allocate the purchase price to the applicable assets and liabilities. We utilize methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities. We evaluate the useful lives of amortizable
intangible assets each reporting period and account for any changes in estimated useful lives over the revised remaining useful life.

Valuation of Real Estate Investments - Our long-lived assets, primarily real estate held for investment, are carried at cost unless circumstances indicate that the carrying value of the assets may not be recoverable. We review long-lived
assets for impairment whenever events or changes in circumstances indicate such an evaluation is warranted. The review involves a number of assumptions and estimates used to determine whether impairment exists. Depending on the asset, we use varying
methods such as i) estimating future cash flows, ii) determining resale values by market, or iii) applying a capitalization rate to net operating income using prevailing rates in a given market. These methods of determining fair value can fluctuate
significantly as a result of a number of factors, including changes in the general economy of those markets in which we operate, tenant credit quality and demand for new retail stores. If we determine that the carrying amount of a property is not
recoverable and exceeds its fair value, we will write down the asset to fair value for held-and-used assets and to fair value less costs to sell for held-for-sale assets.



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Discontinued Operations - The application of current accounting principles that govern the classification
of any of our properties as held-for-sale on the balance sheet, or the presentation of results of operations and gains on the sale of these properties as discontinued, requires management to make certain significant judgments. In evaluating whether
a property meets the criteria set forth by SFAS No. 144 Accounting for the Impairment and Disposal of Long-Lived Assets (Statement 144), the Partnership makes a determination as to the point in time that it can be
reasonably certain that a sale will be consummated. Given the nature of all real estate sales contracts, it is not unusual for such contracts to allow potential buyers a period of time to evaluate the property prior to formal acceptance of the
contract. In addition, certain other matters critical to the final sale, such as financing arrangements often remain pending even upon contract acceptance. As a result, properties under contract may not close within the expected time period, or may
not close at all. Due to these uncertainties, it is not likely that the Partnership can meet the criteria of Statement 144 prior to the sale formally closing. Therefore, any properties categorized as held for sale represent only those properties
that management has determined are likely to close within the requirements set forth in Statement 144. The Partnership also makes judgments regarding the extent of involvement it will have with a property subsequent to its sale, in order to
determine if the results of operations and gain on sale should be reflected as discontinued. Consistent with Statement 144, any property sold to an entity in which the Partnership has significant continuing involvement (most often joint ventures) is
not considered to be discontinued. In addition, any property which the Partnership sells to an unrelated third party, but retains a property or asset management function, is also not considered discontinued. Therefore, only properties sold, or to be
sold, to unrelated third parties that the Partnership, in its judgment, has no continuing involvement with are classified as discontinued.

Investments in Real Estate Joint Ventures  In addition to owning real estate directly, we invest in real estate through our co-investment joint ventures. Joint venturing provides us with a capital source to acquire real estate, and to
earn our pro-rata share of the net income from the joint ventures in addition to fees for services. As asset and property manager, we conduct the business of the shopping centers held in the joint ventures in the same way that we conduct the
business of our wholly-owned shopping centers; therefore, the Critical Accounting Policies as described are also applicable to our investments in the joint ventures and the fees that we earn. We account for all investments in which we own 50% or
less and do not have a controlling financial interest using the equity method. We have determined that these investments are not variable interest entities and do not require consolidation under EITF Issue No. 04-5 Determining Whether a
General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights, and therefore, are subject to the voting interest model in determining our basis of
accounting. Major decisions, including property acquisitions and dispositions, financings, annual budgets and dissolution of the ventures are subject to the approval of all partners.

Income Tax Status - The prevailing assumption underlying the operation of our business is that we will continue to operate in order to qualify as a REIT,
as defined under the Internal Revenue Code. We are required to meet certain income and asset tests on a periodic basis to ensure that we continue to qualify as a REIT. As a REIT, we are allowed to reduce taxable income by all or a portion of our
distributions to stockholders. We evaluate the transactions that we enter into and determine their impact on our REIT status. Determining our taxable income, calculating distributions, and evaluating transactions requires us to make certain
judgments and estimates as to the positions we take in our interpretation of the Internal Revenue Code. Because many types of transactions are susceptible to varying interpretations under federal and state income tax laws and regulations, our
positions are subject to change at a later date upon final determination by the taxing authorities.



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Recent Accounting Pronouncements

In September 2006, the SECs staff issued Staff Accounting Bulletin (SAB) No. 108 Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements. This Bulletin provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality
assessment. The guidance in this Bulletin must be applied to financial reports covering the first fiscal year ending after November 15, 2006. We are currently evaluating the guidance in this Bulletin.

In September 2006, the FASB issued Statement No. 157 Fair Value Measurements. This Statement defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement applies to accounting pronouncements that require or permit fair value measurements, except for share-based
payments transactions under FASB Statement No. 123. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. As Statement No. 157 does not require any new fair value measurements
or remeasurements of previously computed fair values, we do not believe adoption of this Statement will have a material effect on its financial statements.

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) No. FAS 13-2, Accounting for a Change or Projected Change in the Timing of Cash Flows
Relating to Income Taxes Generated by a Leveraged Lease Transaction, that will become effective after fiscal years beginning December 15, 2006. This FSP addresses how a change in the timing of cash flows relating to income taxes generated
by a leveraged lease affects the accounting of that lease by the lessor. We currently have no leveraged lease transactions.

In July 2006,
the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting and reporting for uncertainties in
income tax law. This Interpretation prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. We will
adopt this Interpretation in the first quarter of 2007. The cumulative effects, if any, of applying this Interpretation will be recorded as an adjustment to retained earnings as of the beginning of the period of adoption. We have begun the
process of evaluating the expected effect of FIN 48 and the adoption is not expected to have a material effect on the Partnerships consolidated financial statements.

In April 2006, the FASB issued FSP FIN 46(R)-6, Determining the Variability to Be Considered in Applying FASB Interpretation No. 46(R),
that became effective beginning third quarter of 2006. FSP FIN No. 46(R)-6 clarifies that the variability to be considered in applying Interpretation 46(R) shall be based on an analysis of the design of the variable interest entity. The
adoption of this FSP has not had a material effect on the Partnerships consolidated financial statements.

In October 2005, the FASB
Issued Staff Position No. FAS 13-1 Accounting for Rental Costs Incurred during a Construction Period. This FSP requires that rental costs associated with ground or building operating leases incurred during a construction period be
recognized as rental expense. However, FSP No. FAS 13-1 does not address lessees that account for the sale or rental of real estate projects under FASB Statement No. 67 Accounting for Costs and Initial Rental Operations of Real Estate
Projects.



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Results from Operations

Comparison of the three months ended September 30, 2006 to 2005

Our revenues increased by $15.3 million, or 17%, to $105.6 million in 2006. The increase in revenues was related to changes in occupancy in the portfolio
of operating and development properties, growth in re-leasing rental rates and new rental revenues from new developments commencing operations in the current year. In addition to collecting minimum rent from our tenants for the GLA that they lease
from us, we also collect percentage rent based upon tenant sales. Tenants are also responsible for reimbursing us for their pro-rata share of the expenses associated with operating our shopping centers. During the three months ended
September 30, 2006, our minimum rent increased by $5.1 million, or 7%, and our recoveries from tenants increased $3.5 million or 18%. Percentage rent was $1.0 million in 2006, compared with $847,260 in 2005.

We receive fees for asset management, property management, and acquisition and disposition services that we provide to our joint ventures. During the
three months ended September 30, 2006 and 2005, we received fees from these joint ventures of $5.2 million and $3.1 million, respectively.

The equity in income of real estate partnerships increased $4.5 million to income of $578,448 in 2006. The increase was a result of higher gains on the sale of operating properties by the joint ventures and lower amortization expense in
2006.

Our operating expenses increased by $4.0 million, or 8%, to $55.6 million in 2006 related to increased operating and maintenance
costs, general and administrative costs and depreciation expense, as further described below.

Our combined operating, maintenance, and
real estate taxes increased by $1.2 million, or 5%, for the three months ended September 30, 2006 to $23.7 million. This increase was primarily due to shopping center developments that recently began operating; and therefore, did not incur
operating expenses for the comparable period in the previous year.

Our general and administrative expenses increased $1.6 million to $10.8
million during 2006. The increase is related to additional salary costs for new employees hired during 2005 and 2006 to manage the First Washington Portfolio under a property management agreement with MCWR II.

Our depreciation and amortization expense increased $2.3 million to $22.0 million in 2006 primarily related to new development properties placed in
service in the current year that had no operations during the comparable prior year period.

Our net interest expense decreased $2.6
million to $20.1 million in 2006 from $22.7 million in 2005. This decrease is attributable to a higher level of interest incurred that is directly related to the construction of new shopping centers and therefore capitalized into properties under
development. Average interest rates on our outstanding debt increased to 6.46% at September 30, 2006 compared to 6.32% at September 30, 2005.

Gains from the sale of operating properties and properties in development during the three month period in 2006 include $3.1 million from the sale of four out-parcels for proceeds of $13.5 million, and $12.3 million
in gains from four shopping centers sold to joint ventures. In 2005, the gains from the sale of operating and development properties included $449,806 from the sale of five out-parcels for proceeds of $2.9 million and $3.3 million in gains from one
shopping center sold to a joint venture. These gains are included in continuing operations rather than discontinued operations because they were either properties that had no operating income, or they were properties sold to joint ventures and we
have continuing involvement through our equity investment.

Income from discontinued operations was $429,286 in 2006 related to one
operating property sold to an unrelated party for net proceeds of $10.0 million. Income from discontinued operations was



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$15.9 million in 2005 related to one development and two operating properties sold to unrelated parties for net proceeds
of $45.5 million and to the operations of shopping centers sold or classified as held-for-sale in 2006 as well as 2005. Our income from discontinued operations is shown net of income taxes totaling $557,044 for the three months ended
September 30, 2005.

Net income for common unit holders increased $11.7 million to $39.9 million in 2006 as compared with $28.2
million in 2005 primarily related to the increase in gains from sales of real estate and rental revenues as discussed above. Diluted earnings per unit were $0.57 in 2006, compared with $0.41 in 2005, or 39% higher, a result of the increase in net
income for common unit holders.

Comparison of the nine months ended September 30, 2006 to 2005

At September 30, 2006, on a Combined Basis, we were operating or developing 399 shopping centers, as compared to 393 shopping centers at the end of
2005. We identify our shopping centers as either development properties or operating properties. Development properties are defined as properties that are in the construction or initial lease-up process and have not reached their initial full
occupancy (reaching full occupancy generally means achieving at least 93% leased and rent paying on newly constructed or renovated GLA). At September 30, 2006, on a Combined Basis, we were developing 39 properties, as compared to 31 properties
at the end of 2005.

Our revenues increased by $24.3 million, or 8%, to $316.2 million in 2006. The increase in revenues was related to
changes in occupancy in the portfolio of operating and development properties, growth in re-leasing rental rates and new rental revenues from new developments commencing operations in the current year. In addition to collecting minimum rent from our
tenants for the GLA that they lease from us, we also collect percentage rent based upon tenant sales. Tenants are also responsible for reimbursing us for their pro-rata share of the expenses associated with operating our shopping centers. In 2006,
our minimum rent increased by $16.2 million, or 8%, and our recoveries from tenants increased $5.0 million, or 8%. Percentage rent was $1.9 million in 2006, compared with $1.6 million in 2005.

We receive fees for asset management, property management, and acquisition and disposition services that we provide to our joint ventures. During the
nine months ended September 30, 2006 and 2005, we received fees from these joint ventures of $24.2 million and $22.8 million, respectively.

The equity in income of real estate partnerships increased $1.6 million to $995,331 in 2006. The increase was a result of higher gains on the sale of operating properties by the joint ventures and lower amortization expense.

Our operating expenses increased by $16.2 million, or 10%, to $171.1 million in 2006 related to increased operating and maintenance costs, general and
administrative costs and depreciation expense, as further described below.

Our combined operating, maintenance, and real estate taxes
increased by $3.1 million, or 5%, for the nine months ended September 30, 2006 to $70.0 million. This increase was primarily due to shopping center developments that recently began operating; and therefore, did not incur operating expenses for
the comparable nine months ended in the previous year.

Our general and administrative expenses increased $5.2 million to $32.4 million
during 2006. The increase is related to additional salary costs for new employees hired during 2005 and 2006 to manage the First Washington Portfolio under a property management agreement with MCWR II.

Our depreciation and amortization expense increased $5.5 million to $64.2 million in 2006 primarily related to new development properties placed in
service in the current year that had no operations during the comparable nine months ended in the prior year.



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Our net interest expense decreased $5.4 million to $59.2 million in 2006 from $64.6 million in 2005. This
decrease is attributable to a higher level of interest incurred that is directly related to the construction of new shopping centers and therefore capitalized into properties under development. Average interest rates on our outstanding debt
increased to 6.46% at September 30, 2006 compared to 6.32% at September 30, 2005. Our weighted average outstanding debt at September 30, 2006 and 2005 was $1.6 billion.

Gains from the sale of operating properties and properties in development during 2006 include $18.9 million from the sale of 21 out-parcels for proceeds
of $48.1 million, $12.3 million from the sale of four shopping centers to joint ventures for proceeds of $58.4 million; and a $9.5 million gain related to the partial sale of our interest in MCWR II discussed previously. In 2005, the gains from the
sale of operating and development properties included $6.2 million from the sale of 17 out-parcels and $7.7 million from the sale of shopping centers. These gains are included in continuing operations rather than discontinued operations because they
were either properties that had no operating income, or they were properties sold to joint ventures and we have continuing involvement through our equity investment.

We review our real estate portfolio for impairment whenever events or changes in circumstances indicate that we may not be able to recover the carrying amount of an asset. We determine whether impairment has occurred
by comparing the propertys carrying value to an estimate of fair value based upon methods described in our Critical Accounting Policies. In the event a property is impaired, we write down the asset to fair value for held-and-used
assets and to fair value less costs to sell for held-for- sale assets. During the nine months ended September 30, 2006, we established a provision for loss of $500,000 to adjust an operating property expected to sell in the third
quarter to its estimated fair value.

Income from discontinued operations was $35.3 million in 2006 related to five operating properties
and one development property sold to unrelated parties for net proceeds of $81.0 million. Income from discontinued operations was $37.8 million in 2005 related to five operating and three development properties sold to unrelated parties for net
proceeds of $107.3 million and to the operations of shopping centers sold or classified as held-for-sale in 2006 as well as 2005. In compliance with Statement 144, if we sell an asset in the current year, we are required to reclassify its operating
income into discontinued operations for all prior periods. This practice results in a reclassification of amounts previously reported as continuing operations into discontinued operations. Our income from discontinued operations is shown net of
income taxes totaling $3.4 million for the nine months ended September 30, 2005.

Net income for common unit holders increased $34.7
million to $139.5 million in 2006 as compared with $104.9 million in 2005 primarily related to the increase in gains from sales of real estate and rental revenues as discussed above. Diluted earnings per unit were $2.00 in 2006, compared with $1.59
in 2005, or 26% higher, a result of the increase in net income for common unit holders.



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Environmental Matters

We are subject to numerous environmental laws and regulations as they apply to our shopping centers pertaining to chemicals used by the dry cleaning
industry, the existence of asbestos in older shopping centers, and underground petroleum storage tanks (USTs). We believe that the tenants who currently operate dry cleaning plants or gas stations do so in accordance with current laws and
regulations. Generally, we use all legal means to cause tenants to remove dry cleaning plants from our shopping centers or convert them to non-chlorinated solvent systems. Where available, we have applied and been accepted into state-sponsored
environmental programs. We have a blanket environmental insurance policy that covers us against third-party liabilities and remediation costs on shopping centers that currently have no known environmental contamination. We have also placed
environmental insurance, where possible, on specific properties with known contamination, in order to mitigate our environmental risk. We monitor the shopping centers containing environmental issues and in certain cases voluntarily remediate the
sites. We also have legal obligations to remediate certain sites and we are in the process of doing so. We estimate the cost associated with these legal obligations to be approximately $4.0 million, all of which has been reserved. We believe that
the ultimate disposition of currently known environmental matters will not have a material affect on RCLPs financial position, liquidity, or operations; however, we can give no assurance that existing environmental studies with respect to our
shopping centers have revealed all potential environmental liabilities; that any previous owner, occupant or tenant did not create any material environmental condition not known to us; that the current environmental condition of the shopping centers
will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; or that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental
liability to us.

Inflation

Inflation has remained relatively low and has had a minimal impact on the operating performance of our shopping centers; however, substantially all of our long-term leases contain provisions designed to mitigate the
adverse impact of inflation. Such provisions include clauses enabling us to receive percentage rent based on tenants gross sales, which generally increase as prices rise; and/or escalation clauses, which generally increase rental rates during
the terms of the leases. Such escalation clauses are often related to increases in the consumer price index or similar inflation indices. In addition, many of our leases are for terms of less than ten years, which permits us to seek increased rents
upon re-rental at market rates. Most of our leases require tenants to pay their share of operating expenses, including common-area maintenance, real estate taxes, insurance and utilities, thereby reducing our exposure to increases in costs and
operating expenses resulting from inflation.



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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market Risk

We are exposed to interest-rate changes primarily related to the variable interest rate on the Line and the refinancing of long-term debt,
which currently contain fixed interest rates. The objective of our interest-rate risk management is to limit the impact of interest-rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, we
borrow primarily at fixed interest rates and may enter into derivative financial instruments such as interest-rate swaps, caps or treasury locks in order to mitigate our interest-rate risk on a related financial instrument. We have no plans to enter
into derivative or interest-rate transactions for speculative purposes.

Our interest-rate risk is monitored using a variety of techniques.
The table below presents the principal cash flows (in thousands), weighted average interest rates of remaining debt, and the fair value of total debt (in thousands) as of September 30, 2006, by year of expected maturity to evaluate the expected
cash flows and sensitivity to interest-rate changes.



|                                                 |  |      |       |   |      |         |   |      |        |   |      |        |   |      |         |   |      |         |   |            |         |   |       |           |            |          
|------------------------------------------------ |  | ---- | ----- | - | ---- | ------- | - | ---- | ------ | - | ---- | ------ | - | ---- | ------- | - | ---- | ------- | - | ---------- | ------- | - | ----- | --------- | ---------- | ---------
|                                                 |  | 2006 |       |   | 2007 |         |   | 2008 |        |   | 2009 |        |   | 2010 |         |   | 2011 |         |   | Thereafter |         |   | Total |           | Fair Value
|Fixed rate debt                                  |  | $    | 1,041 |   |      | 27,050  |   |      | 23,049 |   |      | 56,525 |   |      | 180,484 |   |      | 254,404 |   |            | 848,822 |   |       | 1,391,375 |            | 1,367,769
|Average interest rate for all fixed rate debt    |  |      | 6.64  | % |      | 6.61    | % |      | 6.61   | % |      | 6.56   | % |      | 6.26    | % |      | 5.78    | % |            | 5.78    | % |       |           |            |          
|                                                 |  |      |       |   |      |         |   |      |       
|Variable rate LIBOR debt                         |  | $    |      |   |      | 235,494 |   |      |       |   |      |       |   |      |        |   |      |        |   |            |        |   |       | 235,494   |            | 235,494  
|Average interest rate for all variable rate debt |  |      |      |   |      | 5.53    | % |      |       |   |      |       |   |      |        |   |      |        |   |            |        |   |       |          |            |          

As the table incorporates only those exposures that exist as of September 30, 2006, it does
not consider those exposures or positions that could arise after that date. Moreover, because firm commitments are not presented in the table above, the information presented above has limited predictive value. As a result, our ultimate realized
gain or loss with respect to interest-rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at that time, and actual interest rates.



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Item 4. Controls and Procedures

Under the supervision and with the participation of the
Partnerships management, including the Partnerships Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, the Partnership has evaluated the effectiveness of the design and operation of its disclosure controls and
procedures as of the end of the period covered by this report, and, based on their evaluation, the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are
effective.



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PART II  OTHER INFORMATION

Item 1. Legal Proceedings

We are a party to various legal proceedings, which arise, in the ordinary course of our
business. We are not currently involved in any litigation nor to our knowledge, is any litigation threatened against us, the outcome of which would, in our judgment based on information currently available to us, have a material adverse effect on
our financial position or results of operations.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in Item 1A. of Part I of
our Form 10-K for the year ended December 31, 2005.

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

N/A

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits



|            |  |                                                       
|----------- |  | ------------------------------------------------------
|Exhibit No. |  | Description                                           
|31.1        |  | Rule 13a-14 Certification of Chief Executive Officer. 
|            | 
|31.2        |  | Rule 13a-14 Certification of Chief Financial Officer. 
|            | 
|31.3        |  | Rule 13a-14 Certification of Chief Operating Officer. 
|            | 
|32.1        |  | Section 1350 Certification of Chief Executive Officer.
|            | 
|32.2        |  | Section 1350 Certification of Chief Financial Officer.
|            | 
|32.3        |  | Section 1350 Certification of Chief Operating Officer.



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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.



|                       |  |                                                  |  |                             
|---------------------- |  | ------------------------------------------------ |  | ----------------------------
|Date: November 8, 2006 |  | REGENCY CENTERS, L.P.                           
|                       |  | By: Regency Centers Corporation, General Partner
|                       |  |                                                 
|                       |  | By:                                              |  | /s/ J. Christian Leavitt    
|                       |  |                                                  |  | Senior Vice President and   
|                       |  |                                                  |  | Principal Accounting Officer



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