##### Table of Contents

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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, 2005



-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 an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No ̈



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, 2005 and December 31, 2004                                      |  | 1                   
|                                                                                              |  |                                                                                                                
|                                                                                              |  | Consolidated Statements of Operations for the three months ended September 30, 2005 and 2004                    |  | 2                   
|                                                                                              |  |                                                                                                                
|                                                                                              |  | Consolidated Statements of Operations for the nine months ended September 30, 2005 and 2004                     |  | 3                   
|                                                                                              |  |                                                                                                                
|                                                                                              |  | Consolidated Statement of Changes in Partners Capital and Comprehensive Income (Loss) as of September 30, 2005 |  | 4                   
|                                                                                              |  |                                                                                                                
|                                                                                              |  | Consolidated Statements of Cash Flows for the nine months ended September 30, 2005 and 2004                     |  | 5                   
|                                                                                              |  |                                                                                                                
|                                                                                              |  | Notes to Consolidated Financial Statements                                                                      |  | 7                   
|                                                                                              | 
|Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 35                                                                                                             
|                                                                                              | 
|Item 3.
Quantitative and Qualitative Disclosures about Market Risk                            |  | 55                                                                                                             
|                                                                                              | 
|Item 4.
Controls and Procedures                                                               |  | 55                                                                                                             
|                                                                                              | 
|PART II 
OTHER INFORMATION                                                                   |  |                                                                                                                
|                                                                                              | 
|Item 1.
Legal Proceedings                                                                     |  | 56                                                                                                             
|                                                                                              | 
|Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 56                                                                                                             
|                                                                                              | 
|Item 3.
Defaults Upon Senior Securities                                                       |  | 57                                                                                                             
|                                                                                              | 
|Item 4.
Submission of Matters to a Vote of Security Holders                                   |  | 57                                                                                                             
|                                                                                              | 
|Item 5.
Other Information                                                                     |  | 57                                                                                                             
|                                                                                              | 
|Item 6.
Exhibits                                                                              |  | 57                                                                                                             
|                                                                                              | 
|SIGNATURE                                                                                     |  | 58                                                                                                             



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##### Table of Contents

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

September 30, 2005 and December 31, 2004

(in thousands, except unit data)



|                                                                                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | --------- | - | ---- | --------- | -
|                                                                                                                                                                                                                                                                                                                                  |  | 2005        |           |   | 2004 |          
|                                                                                                                                                                                                                                                                                                                                  |  | (unaudited) |           |   |      |          
|Assets                                                                                                                                                                                                                                                                                                                            |  |             |           |   |      |           |  
|Real estate investments at cost:                                                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|Land                                                                                                                                                                                                                                                                                                                              |  | $           | 827,058   |   |      | 806,207   |  
|Buildings and improvements                                                                                                                                                                                                                                                                                                        |  |             | 1,921,703 |   |      | 1,915,655 |  
|                                                                                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|                                                                                                                                                                                                                                                                                                                                  |  |             | 2,748,761 |   |      | 2,721,862 |  
|Less: accumulated depreciation                                                                                                                                                                                                                                                                                                    |  |             | 371,386   |   |      | 338,609   |  
|                                                                                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|                                                                                                                                                                                                                                                                                                                                  |  |             | 2,377,375 |   |      | 2,383,253 |  
|Properties in development                                                                                                                                                                                                                                                                                                         |  |             | 410,764   |   |      | 426,216   |  
|Operating properties held for sale                                                                                                                                                                                                                                                                                                |  |             | 31,210    |   |      | 4,916     |  
|Investments in real estate partnerships                                                                                                                                                                                                                                                                                           |  |             | 551,697   |   |      | 179,677   |  
|                                                                                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|Net real estate investments                                                                                                                                                                                                                                                                                                       |  |             | 3,371,046 |   |      | 2,994,062 |  
|                                                                                                                                                                                                                                                                                                                                  |  |            
|Cash and cash equivalents                                                                                                                                                                                                                                                                                                         |  |             | 31,232    |   |      | 95,320    |  
|Notes receivable                                                                                                                                                                                                                                                                                                                  |  |             | 21,895    |   |      | 25,646    |  
|Tenant receivables, net of allowance for uncollectible accounts of $3,823 and $3,393 at September 30, 2005 and December 31, 2004,
respectively                                                                                                                                                                                    |  |             | 57,819    |   |      | 60,911    |  
|Deferred costs, less accumulated amortization of $30,289 and $25,735 at September 30, 2005 and December 31, 2004,
respectively                                                                                                                                                                                                    |  |             | 42,207    |   |      | 41,002    |  
|Acquired lease intangible assets, net                                                                                                                                                                                                                                                                                             |  |             | 11,295    |   |      | 14,172    |  
|Other assets                                                                                                                                                                                                                                                                                                                      |  |             | 22,165    |   |      | 12,711    |  
|                                                                                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|                                                                                                                                                                                                                                                                                                                                  |  | $           | 3,557,659 |   |      | 3,243,824 |  
|                                                                                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|Liabilities and Partners Capital                                                                                                                                                                                                                                                                                                 |  |             |           |   |      |           |  
|Liabilities:                                                                                                                                                                                                                                                                                                                      |  |             |           |   |      |           |  
|Notes payable                                                                                                                                                                                                                                                                                                                     |  |             | 1,459,589 |   |      | 1,293,090 |  
|Unsecured line of credit                                                                                                                                                                                                                                                                                                          |  |             | 125,000   |   |      | 200,000   |  
|Accounts payable and other liabilities                                                                                                                                                                                                                                                                                            |  |             | 103,009   |   |      | 102,443   |  
|Acquired lease intangible liabilities, net                                                                                                                                                                                                                                                                                        |  |             | 4,446     |   |      | 5,161     |  
|Tenants security and escrow deposits                                                                                                                                                                                                                                                                                             |  |             | 10,116    |   |      | 10,049    |  
|                                                                                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|Total liabilities                                                                                                                                                                                                                                                                                                                 |  |             | 1,702,160 |   |      | 1,610,743 |  
|                                                                                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|Limited partners interest in consolidated partnerships                                                                                                                                                                                                                                                                           |  |             | 1,454     |   |      | 1,827     |  
|                                                                                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|Partners Capital:                                                                                                                                                                                                                                                                                                                |  |             |           |   |      |           |  
|Series D preferred units, par value $100: 500,000 units issued and outstanding at September 30, 2005 and December 31,
2004                                                                                                                                                                                                        |  |             | 49,158    |   |      | 49,158    |  
|Series E preferred units, par value $100: 700,000 units issued, 300,000 units outstanding at December 31, 2004                                                                                                                                                                                                                    |  |             |          |   |      | 29,238    |  
|Series F preferred units, par value $100: 240,000 units issued and outstanding at December 31, 2004                                                                                                                                                                                                                               |  |             |          |   |      | 23,366    |  
|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 September 30, 2005 with liquidation preferences of $25 and $250 per unit, respectively; 800,000 units issued and outstanding at December 31, 2004, liquidation preference of $250 |  |             | 275,000   |   |      | 200,000   |  
|General partner; 67,872,159 and 62,808,979 units outstanding at September 30, 2005 and December 31, 2004,
respectively                                                                                                                                                                                                            |  |             | 1,513,926 |   |      | 1,304,008 |  
|Limited partners; 1,264,640 and 1,488,364 units outstanding at September 30, 2005 and December 31, 2004,
respectively                                                                                                                                                                                                             |  |             | 27,980    |   |      | 30,775    |  
|Accumulated other comprehensive loss                                                                                                                                                                                                                                                                                              |  |             | (12,019   | ) |      | (5,291    | )
|                                                                                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|Total partners capital                                                                                                                                                                                                                                                                                                           |  |             | 1,854,045 |   |      | 1,631,254 |  
|                                                                                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  
|Commitments and contingencies                                                                                                                                                                                                                                                                                                     |  |             |           |   |      |           |  
|                                                                                                                                                                                                                                                                                                                                  |  | $           | 3,557,659 |   |      | 3,243,824 |  
|                                                                                                                                                                                                                                                                                                                                  |  |             |           |   |      |           |  



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, 2005 and 2004

(in thousands, except per unit data)

(unaudited)



|                                                                                         |  |      |        |   |      |        |  
|---------------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | ------ | -
|                                                                                         |  | 2005 |        |   | 2004 |       
|Revenues:                                                                                |  |      |        |   |      |        |  
|Minimum rent                                                                             |  | $    | 73,181 |   |      | 69,176 |  
|Percentage rent                                                                          |  |      | 855    |   |      | 697    |  
|Recoveries from tenants                                                                  |  |      | 20,217 |   |      | 20,708 |  
|Management, acquisition and other fees                                                   |  |      | 3,326  |   |      | 1,917  |  
|Equity in (loss) income of investments in real estate partnerships                       |  |      | (3,953 | ) |      | 2,199  |  
|                                                                                         |  |      |        |   |      |        |  
|Total revenues                                                                           |  |      | 93,626 |   |      | 94,697 |  
|                                                                                         |  |      |        |   |      |        |  
|Operating expenses:                                                                      |  |      |        |   |      |        |  
|Depreciation and amortization                                                            |  |      | 20,438 |   |      | 19,218 |  
|Operating and maintenance                                                                |  |      | 13,334 |   |      | 13,418 |  
|General and administrative                                                               |  |      | 9,148  |   |      | 7,232  |  
|Real estate taxes                                                                        |  |      | 10,184 |   |      | 9,963  |  
|Other expenses                                                                           |  |      | 204    |   |      | 1,478  |  
|                                                                                         |  |      |        |   |      |        |  
|Total operating expenses                                                                 |  |      | 53,308 |   |      | 51,309 |  
|                                                                                         |  |      |        |   |      |        |  
|Other expense (income)                                                                   |  |      |        |   |      |        |  
|Interest expense, net of interest income of $627 and $886 in 2005 and 2004, respectively |  |      | 22,956 |   |      | 19,833 |  
|Gain on sale of operating properties and properties in development                       |  |      | (3,750 | ) |      | (8,929 | )
|                                                                                         |  |      |        |   |      |        |  
|Total other expense                                                                      |  |      | 19,206 |   |      | 10,904 |  
|                                                                                         |  |      |        |   |      |        |  
|Income before minority interests                                                         |  |      | 21,112 |   |      | 32,484 |  
|                                                                                         |  |     
|Minority interest of limited partners                                                    |  |      | (45    | ) |      | (85    | )
|                                                                                         |  |      |        |   |      |        |  
|Income from continuing operations                                                        |  |      | 21,067 |   |      | 32,399 |  
|                                                                                         |  |     
|Discontinued operations:                                                                 |  |      |        |   |      |        |  
|Operating income from discontinued operations                                            |  |      | 723    |   |      | 2,584  |  
|Gain on sale of operating properties and properties in development                       |  |      | 13,819 |   |      | 10,811 |  
|                                                                                         |  |      |        |   |      |        |  
|Income from discontinued operations                                                      |  |      | 14,542 |   |      | 13,395 |  
|                                                                                         |  |      |        |   |      |        |  
|Net income                                                                               |  |      | 35,609 |   |      | 45,794 |  
|                                                                                         |  |     
|Preferred unit distributions                                                             |  |      | (7,449 | ) |      | (9,635 | )
|                                                                                         |  |      |        |   |      |        |  
|Net income for common unit holders                                                       |  | $    | 28,160 |   |      | 36,159 |  
|                                                                                         |  |      |        |   |      |        |  
|Income per common unit - basic:                                                          |  |      |        |   |      |        |  
|Continuing operations                                                                    |  | $    | 0.20   |   |      | 0.36   |  
|Discontinued operations                                                                  |  |      | 0.22   |   |      | 0.22   |  
|                                                                                         |  |      |        |   |      |        |  
|Net income for common unit holders per unit                                              |  | $    | 0.42   |   |      | 0.58   |  
|                                                                                         |  |      |        |   |      |        |  
|Income per common unit - diluted:                                                        |  |      |        |   |      |        |  
|Continuing operations                                                                    |  | $    | 0.19   |   |      | 0.36   |  
|Discontinued operations                                                                  |  |      | 0.22   |   |      | 0.22   |  
|                                                                                         |  |      |        |   |      |        |  
|Net income for common unit holders per unit                                              |  | $    | 0.41   |   |      | 0.58   |  
|                                                                                         |  |      |        |   |      |        |  



See accompanying notes to consolidated
financial statements.



2



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##### Table of Contents

REGENCY CENTERS, L.P.

Consolidated Statements of Operations

For the nine months ended September 30, 2005 and 2004

(in thousands, except per unit data)

(unaudited)



|                                                                                             |  |      |         |   |      |         |  
|-------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | ------- | -
|                                                                                             |  | 2005 |         |   | 2004 |        
|Revenues:                                                                                    |  |      |         |   |      |         |  
|Minimum rent                                                                                 |  | $    | 215,550 |   |      | 203,200 |  
|Percentage rent                                                                              |  |      | 1,660   |   |      | 1,475   |  
|Recoveries from tenants                                                                      |  |      | 61,772  |   |      | 58,547  |  
|Management, acquisition and other fees                                                       |  |      | 23,493  |   |      | 5,294   |  
|Equity in (loss) income of investments in real estate partnerships                           |  |      | (616    | ) |      | 6,888   |  
|                                                                                             |  |      |         |   |      |         |  
|Total revenues                                                                               |  |      | 301,859 |   |      | 275,404 |  
|                                                                                             |  |      |         |   |      |         |  
|Operating expenses:                                                                          |  |      |         |   |      |         |  
|Depreciation and amortization                                                                |  |      | 61,247  |   |      | 57,412  |  
|Operating and maintenance                                                                    |  |      | 39,386  |   |      | 38,043  |  
|General and administrative                                                                   |  |      | 27,203  |   |      | 20,337  |  
|Real estate taxes                                                                            |  |      | 30,368  |   |      | 29,201  |  
|Other expenses                                                                               |  |      | 2,167   |   |      | 2,629   |  
|                                                                                             |  |      |         |   |      |         |  
|Total operating expenses                                                                     |  |      | 160,371 |   |      | 147,622 |  
|                                                                                             |  |      |         |   |      |         |  
|Other expense (income)                                                                       |  |      |         |   |      |         |  
|Interest expense, net of interest income of $1,671 and $2,604 in 2005 and 2004, respectively |  |      | 65,294  |   |      | 59,221  |  
|Gain on sale of operating properties and properties in development                           |  |      | (13,890 | ) |      | (16,579 | )
|                                                                                             |  |      |         |   |      |         |  
|Total other expense                                                                          |  |      | 51,404  |   |      | 42,642  |  
|                                                                                             |  |      |         |   |      |         |  
|Income before minority interests                                                             |  |      | 90,084  |   |      | 85,140  |  
|                                                                                             |  |     
|Minority interest of limited partners                                                        |  |      | (203    | ) |      | (255    | )
|                                                                                             |  |      |         |   |      |         |  
|Income from continuing operations                                                            |  |      | 89,881  |   |      | 84,885  |  
|                                                                                             |  |     
|Discontinued operations:                                                                     |  |      |         |   |      |         |  
|Operating income from discontinued operations                                                |  |      | 3,424   |   |      | 7,865   |  
|Gain on sale of operating properties and properties in development                           |  |      | 30,552  |   |      | 13,307  |  
|                                                                                             |  |      |         |   |      |         |  
|Income from discontinued operations                                                          |  |      | 33,976  |   |      | 21,172  |  
|                                                                                             |  |      |         |   |      |         |  
|Net income                                                                                   |  |      | 123,857 |   |      | 106,057 |  
|                                                                                             |  |     
|Preferred unit distributions                                                                 |  |      | (18,999 | ) |      | (22,592 | )
|                                                                                             |  |      |         |   |      |         |  
|Net income for common unit holders                                                           |  | $    | 104,858 |   |      | 83,465  |  
|                                                                                             |  |      |         |   |      |         |  
|Income per common unit - basic:                                                              |  |      |         |   |      |         |  
|Continuing operations                                                                        |  | $    | 1.07    |   |      | 1.00    |  
|Discontinued operations                                                                      |  |      | 0.53    |   |      | 0.35    |  
|                                                                                             |  |      |         |   |      |         |  
|Net income for common unit holders per unit                                                  |  | $    | 1.60    |   |      | 1.35    |  
|                                                                                             |  |      |         |   |      |         |  
|Income per common unit - diluted:                                                            |  |      |         |   |      |         |  
|Continuing operations                                                                        |  | $    | 1.07    |   |      | 1.00    |  
|Discontinued operations                                                                      |  |      | 0.52    |   |      | 0.35    |  
|                                                                                             |  |      |         |   |      |         |  
|Net income for common unit holders per unit                                                  |  | $    | 1.59    |   |      | 1.35    |  
|                                                                                             |  |      |         |   |      |         |  



See accompanying notes to consolidated
financial statements.



3



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##### Table of Contents

REGENCY CENTERS, L.P.

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

For the nine months ended September 30, 2005

(in thousands)

(unaudited)



|                                                                                                                          |  |                 |         |   |                                          |           |   |                |        |   |                                            |         |   |                       |           |  
|------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ------- | - | ---------------------------------------- | --------- | - | -------------- | ------ | - | ------------------------------------------ | ------- | - | --------------------- | --------- | -
|                                                                                                                          |  | Preferred Units |         |   | General PartnerPreferred andCommon Units |           |   | LimitedPartner |        |   | AccumulatedOtherComprehensiveIncome (Loss) |         |   | TotalPartnersCapital |          
|Balance at December 31, 2004                                                                                              |  | $               | 101,762 |   |                                          | 1,504,008 |   |                | 30,775 |   |                                            | (5,291  | ) |                       | 1,631,254 |  
|Comprehensive income:                                                                                                     |  |                 |         |   |                                          |           |   |                |        |   |                                            |         |   |                       |           |  
|Net income                                                                                                                |  |                 | 7,174   |   |                                          | 114,291   |   |                | 2,392  |   |                                            |        |   |                       | 123,857   |  
|Loss on settlement of derivative instruments                                                                              |  |                 |         |   |                                          |           |   |                |        |   |                                            | (7,310  | ) |                       | (7,310    | )
|Amortization of loss on derivative instruments                                                                            |  |                 |         |   |                                          |           |   |                |        |   |                                            | 582     |   |                       | 582       |  
|                                                                                                                          |  |                 |         |   |                                          |           |   |                |        |   |                                            |         |   |                       |           |  
|Total comprehensive income                                                                                                |  |                 |        |   |                                          |          |   |                |       |   |                                            |        |   |                       | 117,129   |  
|Redemption of preferred units                                                                                             |  |                 | (52,604 | ) |                                          |          |   |                |       |   |                                            |        |   |                       | (52,604   | )
|Cash distributions for dividends                                                                                          |  |                 |        |   |                                          | (106,426  | ) |                | (2,244 | ) |                                            |        |   |                       | (108,670  | )
|Preferred unit distribution                                                                                               |  |                 | (7,174  | ) |                                          | (11,825   | ) |                |       |   |                                            |        |   |                       | (18,999   | )
|Series 5 Preferred units issued                                                                                           |  |                 |        |   |                                          | 75,000    |   |                |       |   |                                            |        |   |                       | 75,000    |  
|Common Units issued as a result of common stock issued by Regency including stock- based compensation, net of repurchases |  |                 |        |   |                                          | 210,935   |   |                |       |   |                                            |        |   |                       | 210,935   |  
|Common Units exchanged for common stock of Regency                                                                        |  |                 |        |   |                                          | 5,848     |   |                | (5,848 | ) |                                            |        |   |                       |          |  
|Reallocation of limited partners interest                                                                                |  |                 |        |   |                                          | (2,905    | ) |                | 2,905  |   |                                            |        |   |                       |          |  
|                                                                                                                          |  |                 |         |   |                                          |           |   |                |        |   |                                            |         |   |                       |           |  
|Balance at September 30, 2005                                                                                             |  | $               | 49,158  |   |                                          | 1,788,926 |   |                | 27,980 |   |                                            | (12,019 | ) |                       | 1,854,045 |  
|                                                                                                                          |  |                 |         |   |                                          |           |   |                |        |   |                                            |         |   |                       |           |  



See accompanying notes to consolidated
financial statements.



4



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##### Table of Contents

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2005 and 2004

(in thousands)

(unaudited)



|                                                                                    |  |      |          |   |      |          |  
|----------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | -------- | -
|                                                                                    |  | 2005 |          |   | 2004 |         
|Cash flows from operating activities:                                               |  |      |          |   |      |          |  
|Net income                                                                          |  | $    | 123,857  |   |      | 106,057  |  
|Adjustments to reconcile net income to net cash provided by operating activities:   |  |      |          |   |      |          |  
|Depreciation and amortization                                                       |  |      | 62,899   |   |      | 60,772   |  
|Deferred loan cost and debt premium amortization                                    |  |      | 1,917    |   |      | 1,813    |  
|Stock based compensation                                                            |  |      | 15,148   |   |      | 10,133   |  
|Minority interest of limited partners                                               |  |      | 203      |   |      | 255      |  
|Equity in loss (income) of investments in real estate partnerships                  |  |      | 616      |   |      | (6,888   | )
|Net gain on sale of properties                                                      |  |      | (47,728  | ) |      | (30,207  | )
|Distributions from operations of investments in real estate partnerships            |  |      | 16,782   |   |      | 10,822   |  
|Hedge settlement                                                                    |  |      | (7,310   | ) |      | (5,720   | )
|Changes in assets and liabilities:                                                  |  |      |          |   |      |          |  
|Tenant receivables                                                                  |  |      | 3,092    |   |      | 4,773    |  
|Deferred leasing costs                                                              |  |      | (5,119   | ) |      | (4,683   | )
|Other assets                                                                        |  |      | (11,248  | ) |      | 647      |  
|Accounts payable and other liabilities                                              |  |      | (8,610   | ) |      | 1,709    |  
|Tenants security and escrow deposits                                               |  |      | 67       |   |      | 230      |  
|                                                                                    |  |      |          |   |      |          |  
|Net cash provided by operating activities                                           |  |      | 144,566  |   |      | 149,713  |  
|                                                                                    |  |      |          |   |      |          |  
|Cash flows from investing activities:                                               |  |      |          |   |      |          |  
|Acquisition of real estate                                                          |  |      |         |   |      | (26,560  | )
|Development of real estate                                                          |  |      | (216,622 | ) |      | (246,185 | )
|Proceeds from sale of real estate investments                                       |  |      | 149,912  |   |      | 129,475  |  
|Repayment of notes receivable, net                                                  |  |      | 3,751    |   |      | 45,530   |  
|Investments in real estate partnerships                                             |  |      | (405,693 | ) |      | (18,621  | )
|Distributions received from investments in real estate partnerships                 |  |      | 23,958   |   |      | 21,464   |  
|                                                                                    |  |      |          |   |      |          |  
|Net cash used in investing activities                                               |  |      | (444,694 | ) |      | (94,897  | )
|                                                                                    |  |      |          |   |      |          |  
|Cash flows from financing activities:                                               |  |      |          |   |      |          |  
|Net proceeds from Common Units issued as a result of Common Stock issued by Regency |  |      | 203,333  |   |      | 79,002   |  
|Redemption of preferred units                                                       |  |      | (54,000  | ) |      | (125,000 | )
|Cash paid for conversion of Common Units by limited partner                         |  |      |         |   |      | (20,402  | )
|Contributions from limited partners in consolidated partnerships                    |  |      | 25       |   |      | 352      |  
|Distributions to preferred unit holders                                             |  |      | (17,603  | ) |      | (19,356  | )
|Cash distributions for dividends                                                    |  |      | (108,670 | ) |      | (97,953  | )
|Net proceeds from issuance of preferred units                                       |  |      | 72,778   |   |      | 120,831  |  
|Repayment of fixed rate unsecured notes                                             |  |      | (100,000 | ) |      | (200,000 | )
|Proceeds from issuance of fixed rate unsecured notes, net                           |  |      | 349,505  |   |      | 148,646  |  
|(Repayment) proceeds from unsecured line of credit, net                             |  |      | (75,000  | ) |      | 35,000   |  
|Proceeds from notes payable                                                         |  |      | 10,000   |   |      | 54,852   |  
|Repayment of notes payable, net                                                     |  |      | (36,908  | ) |      | (2,350   | )
|Scheduled principal payments                                                        |  |      | (4,262   | ) |      | (4,282   | )
|Deferred loan costs                                                                 |  |      | (3,158   | ) |      | (3,844   | )
|                                                                                    |  |      |          |   |      |          |  
|Net cash provided (used) in financing activities                                    |  |      | 236,040  |   |      | (34,504  | )
|                                                                                    |  |      |          |   |      |          |  
|Net (decrease) increase in cash and cash equivalents                                |  |      | (64,088  | ) |      | 20,312   |  
|                                                                                    |  |     
|Cash and cash equivalents at beginning of the period                                |  |      | 95,320   |   |      | 29,869   |  
|                                                                                    |  |      |          |   |      |          |  
|Cash and cash equivalents at end of the period                                      |  | $    | 31,232   |   |      | 50,181   |  
|                                                                                    |  |      |          |   |      |          |  



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##### Table of Contents

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2005 and 2004

(in thousands)

(unaudited)



|                                                                                                                                                           |  |   |        |  |       
|---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------ |  | ------
|Supplemental disclosure of cash flow information - cash paid for interest (net ofcapitalized interest of $8,887 and $8,903 in 2005 and
2004, respectively) |  | $ | 75,384 |  | 73,363
|                                                                                                                                                           |  |   |        |  |       
|Supplemental disclosure of non-cash transactions:                                                                                                          |  |   |        |  |       
|                                                                                                                                                           |  |  
|Mortgage debt assumed by purchaser on sale of real estate                                                                                                  |  | $ |       |  | 9,899 
|                                                                                                                                                           |  |   |        |  |       
|Common stock issued for partnership units exchanged                                                                                                        |  | $ | 5,848  |  | 5,410 
|                                                                                                                                                           |  |   |        |  |       
|Mortgage loans assumed for the acquisition of real estate                                                                                                  |  | $ |       |  | 4,148 
|                                                                                                                                                           |  |   |        |  |       
|Real estate contributed as investments in real estate partnerships                                                                                         |  | $ | 7,684  |  | 4,544 
|                                                                                                                                                           |  |   |        |  |       
|Exchangeable operating partnership units issued for the acquisition of real estate                                                                         |  | $ |       |  | 13,400
|                                                                                                                                                           |  |   |        |  |       
|Notes receivable taken in connection with sales of operating properties, properties in development and outparcels                                          |  | $ |       |  | 8,200 
|                                                                                                                                                           |  |   |        |  |       



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, 2005



(unaudited)



|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 98% 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 its investment in the Partnership. At
September 30, 2005, the Partnership directly owned 210 retail shopping centers and held partial interests in 179 retail shopping centers through investments in joint ventures.



Consolidation



The accompanying consolidated financial statements include the accounts of the Company and the Partnership, 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 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. 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.



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



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



The consolidated financial statements reflect all adjustments that are of a normal recurring nature, and in the opinion of management, are necessary to
properly state the Partnerships results of operations and financial position. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting
principles have been condensed or omitted although management believes that the disclosures are adequate to make the information fairly presented. The accompanying consolidated financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Partnerships December 31, 2004 Form 10-K filed with the Securities and Exchange Commission and updated under Form 8-K on June 13, 2005.



The Partnership is currently evaluating the recent Emerging Issues Task
Force (EITF) consensus on 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 (Note
1(m)). This consensus is currently applicable to the Partnership for new or modified partnerships, and will otherwise be applicable to existing partnerships in 2006.



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). 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 (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.



Ownership of the Operating Partnership



The Partnerships capital includes general and limited partnership Units, and four classes of preferred units (Series 3, 4, 5, and D Preferred
Units). At September 30, 2005 the Company owned approximately 98% or 67,872,159 Partnership Units of the total 69,136,799 Partnership Units outstanding. Each outstanding 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 are owned by the Company and are eliminated in consolidation. The Series D Preferred Units are owned by institutional investors.



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



| | (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. Tenant allowances are recorded as tenant improvements. Lease revenue recognition commences when the lessee is given possession of the leased space upon completion of tenant improvements. Accrued rents are included in tenant
receivables.



Substantially all of the lease agreements
contain provisions that grant 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.



The Partnership has been engaged by joint ventures to provide asset and property management 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 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 sheet. 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,
2005 and December 31, 2004, the Partnership had capitalized pre-development costs of $19.2 million and $10.5 million, respectively.



9



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



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



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 reflected 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 their estimated weighted-average remaining lease lives.



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 base rental revenue over the remaining terms of the respective leases. The value of below-market leases is accreted as an increase to base rental revenue 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 those associated with the acquired property provide no incremental value over the
Partnerships existing relationships.



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



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



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 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, its operations and gain on sale are reported in discontinued operations when the
operations and cash flows are clearly distinguished. Once classified as discontinued operations, these properties are eliminated from ongoing operations. Prior periods are also restated 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.



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



The Partnerships taxable income and loss is reported by its partners, of which the Company as general partner and 98% owner, is allocated its
proportionate share of tax. 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.



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 three months ended September 30, 2005 and 2004, the Partnerships provision for federal and state income taxes was $292,352 and $512,134, respectively. During the nine months ended September 30, 2005
and 2004, the Partnerships provision for federal and state income taxes was approximately $4.0 million and $1.8 million, respectively. Deferred income tax assets have not changed materially since December 31, 2004.



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



| | (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 $30.6 million and $30.8 million at
September 30, 2005 and December 31, 2004, respectively. Deferred loan costs consist of initial direct and incremental costs associated with financing activities. Net deferred loan costs were $11.6 million and $10.2 million at
September 30, 2005 and December 31, 2004, 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 and restricted stock, if dilutive. See note 8 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
Companys 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.



| | (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.



| | (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.



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



| | (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 Stock Option and Incentive 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, as further described.



Prior to January 1, 2005, the Partnership followed the provisions of SFAS No. 148, Accounting for
Stock-Based Compensation - Transition and Disclosure (Statement 148). Statement 148 provided alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee
compensation. In addition, Statement 148 amended the disclosure requirements of SFAS No. 123, Accounting for Stock-Based Compensation (Statement 123), to require more prominent and frequent disclosures in financial
statements about the effects of stock-based compensation. As permitted under Statement 123 and Statement 148, the Partnership previously followed the accounting guidelines pursuant to Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees (Opinion 25), for stock-based compensation and furnished the pro-forma disclosures as required under Statement 148.



On December 16, 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123 (revised
2004), Share-Based Payment (Statement 123(R)), which is a revision of Statement 123. Statement 123(R) supersedes Opinion 25 and generally, the approach is similar to the approach described in Statement 123. However, Statement
123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values and pro-forma disclosure is no longer an alternative.



Statement 123(R) is 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 has 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.



13



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



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



The Partnership recorded stock-based compensation expense for the periods ended September 30, 2005 and 2004 as follows, the components of which are
further described below (in thousands):



|                     |  |                            |       |                           |       |      |        |      |      
|-------------------- |  | -------------------------- | ----- | ------------------------- | ----- | ---- | ------ | ---- | -----
|                     |  | For the three months ended |       | For the nine months ended
|                     |  | 2005                       |       | 2004                      |       | 2005 |        | 2004
|Stock Options        |  | $                          | 360   |                           |      |      | 908    |      |     
|Dividend Equivalents |  |                            | 465   |                           | 165   |      | 1,335  |      | 1,752
|Restricted Stock     |  |                            | 4,727 |                           | 2,805 |      | 12,638 |      | 8,118
|                     |  |                            |       |                           |       |      |        |      |      
|Total                |  | $                          | 5,552 |                           | 2,970 |      | 14,881 |      | 9,870
|                     |  |                            |       |                           |       |      |        |      |      



The recorded amounts
of stock-based compensation expense in 2005 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. Deferred compensation is recorded as a reduction to additional paid in capital in the Companys 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).



During 2004, as permitted by Statement 123, the Partnership accounted for share-based payments to employees using Opinion
25s intrinsic value method and recognized no compensation cost for employee stock options in prior years. Had the Partnership adopted Statement 123(R) in 2004, the impact of that standard would have approximated the impact of Statement 123 in
the disclosure of pro-forma net income and earnings per unit described as follows (in thousands except per unit data):



|                                                                                                                 |  |                                             |        |                                           |       
|---------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------- | ------ | ----------------------------------------- | ------
|                                                                                                                 |  | For the three months endedSeptember 30,2004 |        | For the nine monthsendedSeptember 30,2004
|Net income for common unit holders as reported:                                                                  |  | $                                           | 36,159 |                                           | 83,465
|Add: stock-based employee compensation expense included in reported net income                                   |  |                                             | 3,051  |                                           | 10,126
|Deduct: total stock-based employee compensation expense determined under fair value based methods for all awards |  |                                             | 5,114  |                                           | 14,190
|                                                                                                                 |  |                                             |        |                                           |       
|Pro-forma net income                                                                                             |  | $                                           | 34,096 |                                           | 79,401
|                                                                                                                 |  |                                             |        |                                           |       
|Earnings per unit:                                                                                               |  |                                             |        |                                           |       
|Basic  as reported                                                                                              |  | $                                           | 0.58   |                                           | 1.35  
|                                                                                                                 |  |                                             |        |                                           |       
|Basic  pro-forma                                                                                                |  | $                                           | 0.55   |                                           | 1.28  
|                                                                                                                 |  |                                             |        |                                           |       
|Diluted  as reported                                                                                            |  | $                                           | 0.58   |                                           | 1.35  
|                                                                                                                 |  |                                             |        |                                           |       
|Diluted  pro-forma                                                                                              |  | $                                           | 0.54   |                                           | 1.28  
|                                                                                                                 |  |                                             |        |                                           |       



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



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



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, 2005, there were approximately 3.3 million shares available for grant under the Plan either through options or restricted stock of which 1.8 million shares are limited to common stock awards
other than stock options. 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 for 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 offered to acquire the reload rights of existing stock
options from the option holders by issuing them additional stock options or restricted stock that will vest 25% per year and be expensed over a four-year period beginning in 2005 in accordance with Statement 123(R). As a result of the offer, on
January 18, 2005, the Company granted 771,645 options to 37 employees with an exercise price of $51.36, 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. One employee chose to retain their reload rights. 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. The Company uses historical data 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.



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



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



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 to determine the per share weighted average fair value of $5.90, $6.17 and $6.79 for options
granted during the three month periods ended March 31, June 30, and September 30, 2005, respectively:



|                        |  |                            |   |  |              |   |  |                   |  
|----------------------- |  | -------------------------- | - |  | ------------ | - |  | ----------------- | -
|                        |  | For the three months ended |  
|                        |  | March 31,2005              |   |  | June 30,2005 |   |  | September 30,2005 |  
|Expected dividend yield |  | 4.3                        | % |  | 3.9          | % |  | 3.7               | %
|Risk-free interest rate |  | 3.7                        | % |  | 3.5          | % |  | 3.8               | %
|Expected volatility     |  | 18.0                       | % |  | 20.0         | % |  | 20.0              | %
|Expected life in years  |  | 4.4                        |   |  | 2.5          |   |  | 2.4               |  



The following table
reports stock option activity during the nine month period ended September 30, 2005:



|                                 |  |                  |   |  |                              |       |                          |      |                               |   |       
|-------------------------------- |  | ---------------- | - |  | ---------------------------- | ----- | ------------------------ | ---- | ----------------------------- | - | ------
|                                 |  | Number ofOptions |   |  | WeightedAverageExercisePrice |       | RemainingContractualTerm |      | IntrinsicValue (in thousands)
|Outstanding - January 1, 2005    |  | 1,675,163        |   |  | $                            | 44.32 |                          |      |                               |   |       
|                                 |  |                  |   | 
|Granted                          |  | 771,645          |   |  |                              | 51.36 |                          |      |                               |   |       
|Exercised                        |  | (90,557          | ) |  |                              | 34.54 |                          |      |                               | $ | 1,430 
|                                 |  |                  |   |  |                              |       |                          |      |                               |   |       
|Outstanding - March 31, 2005     |  | 2,356,251        |   |  |                              | 47.00 |                          | 5.94 |                               |   |       
|                                 |  |                  |   | 
|Reload option                    |  | 7,680            |   |  |                              | 56.07 |                          |      |                               |   |       
|Exercised                        |  | (196,083         | ) |  |                              | 43.82 |                          |      |                               | $ | 4,281 
|Forfeited                        |  | (1,894           | ) |  |                              | 47.04 |                          |      |                               |   |       
|                                 |  |                  |   |  |                              |       |                          |      |                               |   |       
|Outstanding - June 30, 2005      |  | 2,165,954        |   |  |                              | 47.32 |                          | 5.99 |                               | $ | 21,403
|                                 |  |                  |   | 
|Reload option                    |  | 10,006           |   |  |                              | 59.73 |                          |      |                               |   |       
|Exercised                        |  | (53,628          | ) |  |                              | 43.05 |                          |      |                               | $ | 937   
|                                 |  |                  |   |  |                              |       |                          |      |                               |   |       
|Outstanding - September 30, 2005 |  | 2,122,332        |   |  | $                            | 47.48 |                          | 5.97 |                               | $ | 21,149
|                                 |  |                  |   |  |                              |       |                          |      |                               |   |       
|Exercisable - September 30, 2005 |  | 1,307,835        |   |  | $                            | 45.87 |                          | 3.89 |                               | $ | 15,146
|                                 |  |                  |   |  |                              |       |                          |      |                               |   |       



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



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



The following table presents information regarding unvested option activity during the nine month period ended September 30, 2005:



|                                 |  |                            |   |  |                                     |     
|-------------------------------- |  | -------------------------- | - |  | ----------------------------------- | ----
|                                 |  | Non-vestedNumber ofOptions |   |  | WeightedAverageGrant-DateFair Value
|Non-vested at January 1, 2005    |  | 59,102                     |   |  | $                                   | 2.22
|                                 |  |                           
|Granted                          |  | 771,645                    |   |  |                                     | 5.90
|Less: 2005 Vesting               |  | (16,250                    | ) |  |                                     | 2.22
|                                 |  |                            |   |  |                                     |     
|Non-vested at September 30, 2005 |  | 814,497                    |   |  | $                                   | 5.71
|                                 |  |                            |   |  |                                     |     



As of
September 30, 2005, there was $3.5 million of total unrecognized compensation cost related to non-vested stock options granted under the Plan. That cost is expected to be recognized over a remaining period of 3.3 years.



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, and are
granted based upon past employee performance. Performance grants are subject to future performance measurements, which include annual growth in earnings, compounded three-year growth in earnings, and a three-year total shareholder return peer
comparison (TSR Grant). Performance grants must be earned, based upon the achievement of the performance criteria, before the actual number of shares to be vested are known. Once earned, performance grants vest over a term such that the
period used to determine the number of shares earned combined with the vesting term equals five years. 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 top eight executives in the Company. 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. Restricted stock grants also have certain dividend rights under the Plan,
which are expensed in a manner similar to the underlying stock.



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



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



The following table reports restricted stock activity during the nine month period ended September 30, 2005:



|                                      |  |                 |   |  |                               |       
|------------------------------------- |  | --------------- | - |  | ----------------------------- | ------
|                                      |  | Number ofShares |   |  | IntrinsicValue (in thousands)
|Unvested Shares at January 1, 2005    |  | 827,024         |   |  |                               |       
|                                      |  |                
|Shares Granted                        |  | 429,276         |   |  |                               |       
|Shares Vested and Distributed         |  | (335,993        | ) |  | $                             | 16,501
|Shares Forfeited                      |  | (4,940          | ) |  |                               |       
|                                      |  |                 |   |  |                               |       
|Unvested Shares at September 30, 2005 |  | 915,367         |   |  | $                             | 52,588
|                                      |  |                 |   |  |                               |       



As of
September 30, 2005, there was $26.9 million of total unrecognized compensation cost related to non-vested restricted stock granted under the Plan, which is recorded as an offset to additional paid in capital. This unrecognized compensation cost
is expected to be recognized over a remaining weighted-average period of 1.7 years.



The following table represents restricted stock granted in January 2005 and 2004 for individual and company level performance during 2004 and 2003, respectively. Shares granted in 2005 include 7,906 shares related to
the stock option reload buy-out program previously discussed.



|                                                      |  |      |         |      |        
|----------------------------------------------------- |  | ---- | ------- | ---- | -------
|                                                      |  | 2005 |         | 2004
|Weighted average fair value of stock at date of grant |  | $    | 51.38   |      | 39.97  
|                                                      |  |      |         |      |        
|4-year vesting grant                                  |  |      | 202,822 |      | 219,787
|Performance-based grant                               |  |      | 158,118 |      |       
|8-year vesting grant                                  |  |      | 68,336  |      | 64,649 
|                                                      |  |      |         |      |        
|Total stock grants                                    |  |      | 429,276 |      | 284,436
|                                                      |  |      |         |      |        



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



| | (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 of 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.



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



| | (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 mandatorily redeemable financial instruments that become subject to Statement 150 solely as a result of consolidation, including minority interests of entities with specified termination dates. As a result, Statement 150 has no
impact on the Partnerships consolidated statements of operations for the period ended September 30, 2005.



At September 30, 2005, 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 $4.9 million at September 30, 2005 as compared to their carrying value of $1.1 million. The Partnership has no other financial instruments that are affected by Statement 150.



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



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.



In June 2005, the FASB ratified the EITFs consensus on 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. This consensus establishes the presumption that general partners in a limited partnership control that limited partnership regardless of the
extent of the general partners ownership interest in the limited partnership. The consensus further establishes that the rights of the limited partners can overcome the presumption of control by the general partners, if the limited partners
have either (a) the substantive ability to dissolve (liquidate) the limited partnership or otherwise remove the general partners without cause or (b) substantive participating rights. Whether the presumption of control is overcome is a
matter of judgment based on the facts and circumstances, for which the consensus provides additional guidance. This consensus is currently applicable to the Partnership for new or modified partnerships, and will otherwise be applicable to existing
partnerships in 2006. This consensus applies to limited partnerships or similar entities, such as limited liability companies that have governing provisions that are the functional equivalent of a limited partnership. The Partnership is currently
evaluating the effect of this consensus on its consolidation policies.



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



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



In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections (Statement 154). Statement 154 requires
restatement of prior periods financial statements for changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. Statement 154 also requires that
retrospective application of a change in accounting principle be limited to the direct effects of the change. Statement 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.
The Partnership is not currently aware of any future potential accounting changes which would require the retrospective application described in Statement 154.



In December 2004, the FASB issued SFAS No. 153, Exchange of Non-monetary Assets, an amendment of APB Opinion No 29 (Statement
153). The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions, is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. The guidance in that
Opinion, however, included certain exceptions to that principle. Statement 153 amends Opinion No. 29 to eliminate the exception for non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if
the future cash flows of the entity are expected to change significantly as a result of the exchange. Statement 153 is effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The impact of adopting
Statement 153 is not expected to have a material adverse impact on the Partnerships financial position or results of operations. The Partnership is not currently aware of any future potential accounting changes which would require the
retrospective application described in Statement 153.



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



Certain reclassifications have been made to the 2004 amounts to conform to classifications adopted in 2005.



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Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



|2. | Discontinued Operations
|-- | -----------------------



During the three months ended September 30, 2005, the Partnership sold 100% of its interest in three properties for net proceeds of $45.5 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 were $1.7 million and $6.1 million for
the three months ended September 30, 2005 and 2004, respectively. The operating income and gains from properties included in discontinued operations are reported net of income taxes as follows:



|                             |  |                            |     |                           |        |                 |       |   |                           |        |  
|---------------------------- |  | -------------------------- | --- | ------------------------- | ------ | --------------- | ----- | - | ------------------------- | ------ | -
|                             |  | For the three months ended |    
|                             |  | September 30, 2005         |     | September 30, 2004        |       
|                             |  | OperatingIncome            |     | Gain on saleof properties |        | OperatingIncome |       |   | Gain on saleof properties |       
|Operations and gain          |  | $                          | 758 |                           | 14,341 |                 | 2,527 |   |                           | 10,150 |  
|Less: Income taxes           |  |                            | 35  |                           | 522    |                 | (57   | ) |                           | (661   | )
|                             |  |                            |     |                           |        |                 |       |   |                           |        |  
|Discontinued operations, net |  | $                          | 723 |                           | 13,819 |                 | 2,584 |   |                           | 10,811 |  
|                             |  |                            |     |                           |        |                 |       |   |                           |        |  



During the nine
months ended September 30, 2005, the Partnership sold 100% of its interest in eight properties for net proceeds of $107.3 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 were $10.2 million and $18.4 million for the nine months ended September 30, 2005 and 2004, respectively. The operating income and gains from
properties included in discontinued operations are reported net of income taxes as follows:



|                             |  |                           |       |                           |        |                 |       |                           |       
|---------------------------- |  | ------------------------- | ----- | ------------------------- | ------ | --------------- | ----- | ------------------------- | ------
|                             |  | For the nine months ended
|                             |  | September 30, 2005        |       | September 30, 2004       
|                             |  | OperatingIncome           |       | Gain on saleof properties |        | OperatingIncome |       | Gain on saleof properties
|Operations and gain          |  | $                         | 3,552 |                           | 33,838 |                 | 7,942 |                           | 13,628
|Less: Income taxes           |  |                           | 128   |                           | 3,286  |                 | 77    |                           | 321   
|                             |  |                           |       |                           |        |                 |       |                           |       
|Discontinued operations, net |  | $                         | 3,424 |                           | 30,552 |                 | 7,865 |                           | 13,307
|                             |  |                           |       |                           |        |                 |       |                           |       



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



|3. | 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 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 $551.7 million and $179.7 million at September 30, 2005 and
December 31, 2004, respectively. Any difference between the carrying amount of these investments and the underlying equity in net assets is amortized to equity in (loss) income 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 (loss) 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 (loss) are recorded in equity in (loss) income 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 earning its pro-rata share of net income in each of the partnerships, these co-investment partners pay the
Partnership fees for asset management, property management, and acquisition and disposition services. During the three months ended September 30, 2005 and 2004, the Partnership received fees from these joint ventures of $3.1 million and $1.6
million, respectively. During the nine months ended September 30, 2005 and 2004, the Partnership received fees from these joint ventures of $22.8 million and $4.5 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, 2005, Columbia owned 17 shopping centers, had total assets of $480.4 million, and net income of
$10.2 million. The Partnerships share of Columbias total assets and net income was $108.2 million and $1.9 million, respectively. During the nine months ended September 30, 2005, Columbia sold one shopping center to an unrelated
party for $19.7 million with a loss of $242,596 related primarily to higher closing costs than expected.



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, 2005, RegCal owned six shopping centers, had total assets of $137.4 million, and net income of $1.8 million. The Partnerships share of RegCals total
assets and net income was $34.3 million and $536,828, respectively.



The Partnership co-invests with Macquarie CountryWide Trust of Australia (MCW) in three joint ventures, two in which the Partnership has an ownership interest of 25% (collectively, MCWR), and one in which it has an
ownership interest of 35% (MCWR II).



23



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



|3. | Investments in Real Estate Partnerships (continued)
|-- | ---------------------------------------------------



As of September 30, 2005, MCWR owned 51 shopping centers, had total assets of $747.2 million, and net income of $8.0 million. RCLPs share of
MCWRs total assets and net income was $186.8 million and $2.2 million, respectively. During the nine months ended September 30, 2005, MCWR acquired one shopping center from an unrelated party for a purchase price of $24.4 million. The
Partnership contributed $4.5 million for its proportionate share of the purchase price, which was net of loan financing placed on the shopping center by MCWR. In addition, MCWR acquired two properties from the Partnership valued at $31.9 million,
for which the Partnership received cash of $25.7 million. During the nine months ended September 30, 2005, MCWR sold four shopping centers to unrelated parties for $34.7 million with a gain of $582,910.



On June 1, 2005, Macquarie CountryWide-Regency II, LLC (MCWR II) closed
on the acquisition of 100 retail shopping centers (the First Washington Portfolio) totaling approximately 12.6 million square feet located throughout 17 states and the District of Columbia from a joint venture between CalPERS and an
affiliate of First Washington Realty, Inc. (the Sellers) pursuant to a Purchase and Sale Agreement dated February 14, 2005. The total purchase price was 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. MCWR II is 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. Including its share of US Manager, RCLPs
effective ownership is 35% and is reflected as such on the equity method in the accompanying consolidated financial statements. RCLPs required equity investment in MCWR II was approximately $397 million and was paid in cash.



Upon closing of the acquisition into the joint venture, MCWR II paid RCLP
acquisition, due diligence and capital restructuring fees totaling $21.2 million, of which RCLP recognized $13.8 million as fee income. RCLP only recognized fee income on that portion of the joint venture not owned by it, and as a result, recorded
$7.4 million of the fee as a reduction to its investment in MCWR II. The Partnership has the ability to earn additional acquisition fees of approximately $9.2 million (the Contingent Acquisition Fees) subject to achieving certain
targeted income levels in 2006 and 2007; and accordingly, the Contingent Acquisition Fee will only be recognized in 2006 and 2007, if earned. The Partnership will also earn recurring fees for asset and property management on a quarterly and monthly
basis, respectively. To assist in the transition of the portfolio to RCLP, the Seller has agreed to provide property management services for up to two years on approximately 50% of the portfolio which will result in a lesser amount of property
management fee income to RCLP during the transition period. As of September 30, 2005, MCWR II had total assets of $2.9 billion and recorded a net loss of $18.2 million for the period inception to date. RCLPs share of MCWR IIs total
assets and net loss was $1.0 billion and $6.3 million, respectively. The loss incurred by MCWR II was the result of depreciation and amortization of the acquisition price recorded in accordance with Statement 141, and therefore, MCWR II is expected
to continue to record a net loss through December 31, 2005 and 2006, but will produce positive operating cashflow.



24



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



|3. | Investments in Real Estate Partnerships (continued)
|-- | ---------------------------------------------------



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 and operations are not recorded as discontinued operations because of RCLPs substantial continuing involvement in these shopping centers. Columbia, RegCal, MCWR and MCWR II intend to continue to acquire retail shopping
centers, some of which they may acquire directly from the Partnership. 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 is as follows
(in thousands):



|                                              |  |           |   |  |                   |         |                  |        
|--------------------------------------------- |  | --------- | - |  | ----------------- | ------- | ---------------- | -------
|                                              |  | Ownership |   |  | September 30,2005 |         | December 31,2004
|Macquarie CountryWide-Regency (MCWR)          |  | 25        | % |  | $                 | 61,780  |                  | 65,134 
|Macquarie CountryWide Direct (MCWR)           |  | 25        | % |  |                   | 7,481   |                  | 8,001  
|Macquarie CountryWide-Regency II (MCWR II)    |  | 35        | % |  |                   | 377,336 |                  |       
|Columbia Regency Retail Partners (Columbia)   |  | 20        | % |  |                   | 40,214  |                  | 41,380 
|Cameron Village LLC (Columbia)                |  | 30        | % |  |                   | 21,734  |                  | 21,612 
|Columbia Regency Partners II (Columbia)       |  | 20        | % |  |                   | 2,071   |                  | 3,107  
|RegCal, LLC (RegCal)                          |  | 25        | % |  |                   | 13,690  |                  | 13,232 
|Other investments in real estate partnerships |  | 50        | % |  |                   | 27,391  |                  | 27,211 
|                                              |  |           |   |  |                   |         |                  |        
|Investments in Real Estate Partnerships       |  |           |   |  | $                 | 551,697 |                  | 179,677
|                                              |  |           |   |  |                   |         |                  |        



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



|                                           |  |                   |           |                  |          
|------------------------------------------ |  | ----------------- | --------- | ---------------- | ---------
|                                           |  | September 30,2005 |           | December 31,2004
|Investment in real estate, net             |  | $                 | 3,970,105 |                  | 1,320,871
|Acquired lease intangible assets, net      |  |                   | 276,267   |                  | 79,240   
|Other assets                               |  |                   | 110,368   |                  | 39,506   
|                                           |  |                   |           |                  |          
|Total assets                               |  | $                 | 4,356,740 |                  | 1,439,617
|                                           |  |                   |           |                  |          
|Notes payable                              |  | $                 | 2,373,182 |                  | 665,517  
|Acquired lease intangible liabilities, net |  |                   | 89,411    |                  |         
|Other liabilities                          |  |                   | 77,177    |                  | 24,471   
|Partners equity                           |  |                   | 1,816,970 |                  | 749,629  
|                                           |  |                   |           |                  |          
|Total liabilities and equity               |  | $                 | 4,356,740 |                  | 1,439,617
|                                           |  |                   |           |                  |          



Unconsolidated investments in real
estate partnerships had notes payable of $2.4 billion as of September 30, 2005 and the Partnerships proportionate share of these loans was $765.4 million. 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, 2005



(unaudited)



|3. | Investments in Real Estate Partnerships (continued)
|-- | ---------------------------------------------------



The revenues and expenses for the unconsolidated investments on a combined basis are summarized as follows for the three months ended September 30,
2005 and 2004 (in thousands):



|                              |  |      |         |   |      |        |  
|----------------------------- |  | ---- | ------- | - | ---- | ------ | -
|                              |  | 2005 |         |   | 2004 |       
|Total revenues                |  | $    | 103,520 |   |      | 26,359 |  
|                              |  |      |         |   |      |        |  
|Operating expenses:           |  |      |         |   |      |        |  
|Depreciation and amortization |  |      | 57,641  |   |      | 6,657  |  
|Operating and maintenance     |  |      | 12,589  |   |      | 4,061  |  
|General and administrative    |  |      | 1,455   |   |      | 932    |  
|Real estate taxes             |  |      | 12,464  |   |      | 2,900  |  
|                              |  |      |         |   |      |        |  
|Total operating expenses      |  |      | 84,149  |   |      | 14,550 |  
|                              |  |      |         |   |      |        |  
|Other expense (income):       |  |      |         |   |      |        |  
|Interest expense, net         |  |      | 30,439  |   |      | 4,868  |  
|Gain on sale of real estate   |  |      | (838    | ) |      | (421   | )
|Other income                  |  |      | 319     |   |      |       |  
|                              |  |      |         |   |      |        |  
|Total other expense (income)  |  |      | 29,920  |   |      | 4,447  |  
|                              |  |      |         |   |      |        |  
|Net (loss) income             |  | $    | (10,549 | ) |      | 7,362  |  
|                              |  |      |         |   |      |        |  



The revenues and
expenses for the unconsolidated investments on a combined basis are summarized as follows for the nine months ended September 30, 2005 and 2004 (in thousands):



|                              |  |      |         |   |      |        |  
|----------------------------- |  | ---- | ------- | - | ---- | ------ | -
|                              |  | 2005 |         |   | 2004 |       
|Total revenues                |  | $    | 203,727 |   |      | 72,410 |  
|                              |  |      |         |   |      |        |  
|Operating expenses:           |  |      |         |   |      |        |  
|Depreciation and amortization |  |      | 91,471  |   |      | 18,616 |  
|Operating and maintenance     |  |      | 27,669  |   |      | 10,917 |  
|General and administrative    |  |      | 4,354   |   |      | 2,427  |  
|Real estate taxes             |  |      | 23,698  |   |      | 8,004  |  
|                              |  |      |         |   |      |        |  
|Total operating expenses      |  |      | 147,192 |   |      | 39,964 |  
|                              |  |      |         |   |      |        |  
|Other expense (income):       |  |      |         |   |      |        |  
|Interest expense, net         |  |      | 53,251  |   |      | 12,197 |  
|Gain on sale of real estate   |  |      | (340    | ) |      | (8,667 | )
|Other income                  |  |      | (364    | ) |      |       |  
|                              |  |      |         |   |      |        |  
|Total other expense (income)  |  |      | 52,547  |   |      | 3,530  |  
|                              |  |      |         |   |      |        |  
|Net income                    |  | $    | 3,988   |   |      | 28,916 |  
|                              |  |      |         |   |      |        |  



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



|4. | Acquired Lease Intangibles
|-- | --------------------------



Acquired lease intangible assets are net of accumulated amortization of $5.5 million and $2.6 million at September 30, 2005 and December 31,
2004, respectively. These assets have a remaining weighted average amortization period of approximately 5.1 years. The aggregate amortization expense from acquired leases was approximately $2.9 million and $1.5 million for the nine months ended
September 30, 2005 and 2004, respectively. The aggregate amortization expense from acquired leases was approximately $868,156 and $529,623 for the three months ended September 30, 2005 and 2004, respectively. Acquired lease intangible
liabilities are net of previously accreted minimum rent of $2.6 million and $1.9 million at September 30, 2005 and December 31, 2004, respectively and have a remaining weighted average amortization period of approximately 5.4 years.



|5. | Notes Payable and Unsecured Line of Credit
|-- | ------------------------------------------



The Partnerships outstanding debt at September 30, 2005 and December 31, 2004 consists of the following (in thousands):



|                             |  |      |           |      |          
|---------------------------- |  | ---- | --------- | ---- | ---------
|                             |  | 2005 |           | 2004
|Notes Payable:               |  |      |           |      |          
|Fixed rate mortgage loans    |  | $    | 183,058   |      | 275,726  
|Variable rate mortgage loans |  |      | 77,947    |      | 68,418   
|Fixed rate unsecured loans   |  |      | 1,198,584 |      | 948,946  
|                             |  |      |           |      |          
|Total notes payable          |  |      | 1,459,589 |      | 1,293,090
|Unsecured line of credit     |  |      | 125,000   |      | 200,000  
|                             |  |      |           |      |          
|Total                        |  | $    | 1,584,589 |      | 1,493,090
|                             |  |      |           |      |          



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 with a one-year
extension option at an interest rate of LIBOR plus .75%. At September 30, 2005, the balance on the Line was $125 million. Contractual interest rates on the Line, which are based on LIBOR plus .75%, were 4.50% and 3.1875% at September 30,
2005 and December 31, 2004, 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.



On June 1, 2005, the Partnership entered into a credit agreement that provided for a $275 million unsecured term loan maturing on March 1, 2006 (the Bridge Loan) which was used to partially fund
its equity investment in MCWR II. Interest accrues at a floating rate of LIBOR plus .65%. In conjunction with the $350 million debt offering discussed below, the balance of the Bridge Loan was reduced to $95 million on July 18, 2005. On
August 1, 2005, the Company issued common stock under a forward agreement and repaid the entire balance of the Bridge Loan which is discussed further below under note 7(c).



27



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



|5. | Notes Payable and Unsecured Line of Credit (continued)
|-- | ------------------------------------------------------



On July 18, 2005, RCLP completed the sale of $350 million of ten-year senior unsecured notes. The notes are due August 1, 2015 and were priced
at 99.858% to yield 5.25%. The proceeds of the offering were used to reduce the balance on the Bridge Loan and the Line. As a result of the forward-starting interest rate swaps initiated on April 1, 2005, totaling $196.7 million, the effective
interest rate on the notes is 5.48%. On July 13, 2005, the interest rate swaps were settled for $7.3 million, which is recorded in OCI and is being amortized over the underlying term of the hedge transaction of ten years in interest expense.



Mortgage loans are secured by certain real estate properties
and may be prepaid, but could be subject to a yield-maintenance premium. 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 125 to 150 basis points. Fixed interest rates on mortgage loans range from 5.22% to 8.95%.



The fair value of the Partnerships notes payable and Line are estimated based on the current rates available to the Partnership for debt of the same
remaining maturities. Notes payable with variable interest rates and the Line are considered to be at fair value, since the interest rates on such instruments reprice based on current market conditions. Fixed rate loans assumed in connection with
real estate acquisitions are recorded in the accompanying financial statements at fair value.



Based on the borrowing rates currently available to the Partnership for loans with similar terms and average maturities, the fair value of notes payable and the Line is approximately $1.6 billion.



As of September 30, 2005, scheduled principal repayments on notes
payable and the Line were as follows (in thousands):



|                           |  |                            |        |                     |           |               |          
|-------------------------- |  | -------------------------- | ------ | ------------------- | --------- | ------------- | ---------
|Scheduled Payments by Year |  | ScheduledPrincipalPayments |        | Term LoanMaturities |           | TotalPayments
|Current year               |  | $                          | 1,064  |                     | 6,264     |               | 7,328    
|2006                       |  |                            | 3,783  |                     | 28,089    |               | 31,872   
|2007 (includes the Line)   |  |                            | 3,577  |                     | 219,755   |               | 223,332  
|2008                       |  |                            | 3,429  |                     | 19,620    |               | 23,049   
|2009                       |  |                            | 3,436  |                     | 53,090    |               | 56,526   
|2010                       |  |                            | 3,281  |                     | 177,184   |               | 180,465  
|Beyond 5 Years             |  |                            | 11,981 |                     | 1,047,168 |               | 1,059,149
|Unamortized debt premiums  |  |                            |       |                     | 2,868     |               | 2,868    
|                           |  |                            |        |                     |           |               |          
|Total                      |  | $                          | 30,551 |                     | 1,554,038 |               | 1,584,589
|                           |  |                            |        |                     |           |               |          



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



|6. | 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 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%. The Partnership designated the $196.7 million swaps as cash flow hedges to fix the rate on the unsecured notes issued during July 2005. On
July 13, 2005, the Partnership settled the swaps with a payment to the counter-parties for $7.3 million which is included as an adjustment to interest expense as interest is incurred on the $350 million of ten-year unsecured notes sold
July 18, 2005.



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 the swaps previously entered into with a payment to the counter-party for $5.7
million.



All of these swaps qualify for hedge accounting
under Statement 133, therefore the losses associated with the swaps have been included in OCI in the Companys 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 is amortized as additional interest expense over the ten year terms of the hedged loans.



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



|7. | Regencys Stockholders Equity and Partners Capital
|-- | ----------------------------------------------------



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



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



|                  |  |                    |              |                   |       |   |                         |          |                            |         
|----------------- |  | ------------------ | ------------ | ----------------- | ----- | - | ----------------------- | -------- | -------------------------- | --------
|Units Outstanding |  | Amount Outstanding |              | Distribution Rate |       |   | Callable by Partnership |          | Exchangeableby Unit holder
|500,000           |  |                    | $ 50,000,000 |                   | 7.450 | % |                         | 09/29/09 |                            | 01/01/14



The Preferred Units,
which may be called by RCLP at par after certain dates 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.



At September 30, 2005 and December 31, 2004, the face value of
total Preferred Units issued was $50 million and $104 million with a weighted average fixed distribution rate of 7.45% and 8.13%, respectively and is recorded on the accompanying balance sheet 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.



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



Terms and conditions of the preferred stock and units outstanding as of September 30, 2005 are summarized as follows:



|         |  |                    |  |                   |  |                        |             |                   |       |   |                         |         
|-------- |  | ------------------ |  | ----------------- |  | ---------------------- | ----------- | ----------------- | ----- | - | ----------------------- | --------
|Series   |  | Shares Outstanding |  | Depositary Shares |  | Liquidation Preference |             | Distribution Rate |       |   | Callable by Partnership
|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 |                   |       |   |                         |         
|         |  |                    |  |                   |  |                        |             |                   |       |   |                         |         



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Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



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



On August 2, 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 $250, 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 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. The proceeds from the offering were used to reduce the Partnerships Line, repay the remaining balance of the Bridge Loan and redeem the Series E Preferred Units. On September 7, 2005, the remaining 530,000 shares under the
Forward Sale Agreement were issued to Citigroup and the net proceeds of $24.4 million were used to redeem the Series F Preferred Units.



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Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



|8. | Earnings per Unit
|-- | -----------------



The following summarizes the calculation of basic and diluted earnings per unit for the three months ended September 30, 2005 and 2004, respectively
(in thousands except per unit data):



|                                                                                         |  |      |        |      |       
|---------------------------------------------------------------------------------------- |  | ---- | ------ | ---- | ------
|                                                                                         |  | 2005 |        | 2004
|Numerator:                                                                               |  |      |        |      |       
|Income from continuing operations                                                        |  | $    | 21,067 |      | 32,399
|Discontinued operations                                                                  |  |      | 14,542 |      | 13,395
|                                                                                         |  |      |        |      |       
|Net income                                                                               |  |      | 35,609 |      | 45,794
|Less: Preferred unit distributions and original issuance costs                           |  |      | 7,449  |      | 9,635 
|                                                                                         |  |      |        |      |       
|Net income for common unit holders                                                       |  |      | 28,160 |      | 36,159
|Less: Dividends paid on unvested restricted stock                                        |  |      | 340    |      | 305   
|                                                                                         |  |      |        |      |       
|Net income for common units holders - basic                                              |  |      | 27,820 |      | 35,854
|Add: Dividends paid on Treasury Method restricted stock                                  |  |      | 87     |      | 73    
|                                                                                         |  |      |        |      |       
|Net income for common unit holders  diluted                                             |  | $    | 27,907 |      | 35,927
|                                                                                         |  |      |        |      |       
|Denominator:                                                                             |  |      |        |      |       
|Weighted average common units outstanding for basic EPU                                  |  |      | 66,776 |      | 61,867
|Incremental units to be issued under common stock options using the Treasury method      |  |      | 342    |      | 167   
|Incremental units to be issued under unvested restricted stock using the Treasury method |  |      | 159    |      | 138   
|                                                                                         |  |      |        |      |       
|Weighted average common units outstanding for diluted EPU                                |  |      | 67,277 |      | 62,172
|                                                                                         |  |      |        |      |       
|Income per common unit  basic                                                           |  |      |        |      |       
|Income from continuing operations                                                        |  | $    | 0.20   |      | 0.36  
|Discontinued operations                                                                  |  |      | 0.22   |      | 0.22  
|                                                                                         |  |      |        |      |       
|Net income for common unit holders per unit                                              |  | $    | 0.42   |      | 0.58  
|                                                                                         |  |      |        |      |       
|Income per common unit  diluted                                                         |  |      |        |      |       
|Income from continuing operations                                                        |  | $    | 0.19   |      | 0.36  
|Discontinued operations                                                                  |  |      | 0.22   |      | 0.22  
|                                                                                         |  |      |        |      |       
|Net income for common unit holders per unit                                              |  | $    | 0.41   |      | 0.58  
|                                                                                         |  |      |        |      |       



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



|8. | Earnings per Unit (continued)
|-- | -----------------------------



The following summarizes the calculation of basic and diluted earnings per unit for the nine months ended September 30, 2005 and 2004, respectively
(in thousands except per unit data):



|                                                                                         |  |      |         |      |        
|---------------------------------------------------------------------------------------- |  | ---- | ------- | ---- | -------
|                                                                                         |  | 2005 |         | 2004
|Numerator:                                                                               |  |      |         |      |        
|Income from continuing operations                                                        |  | $    | 89,881  |      | 84,885 
|Discontinued operations                                                                  |  |      | 33,976  |      | 21,172 
|                                                                                         |  |      |         |      |        
|Net income                                                                               |  |      | 123,857 |      | 106,057
|Less: Preferred unit distributions and original issuance costs                           |  |      | 18,999  |      | 22,592 
|                                                                                         |  |      |         |      |        
|Net income for common unit holders                                                       |  |      | 104,858 |      | 83,465 
|Less: Dividends paid on unvested restricted stock                                        |  |      | 1,019   |      | 914    
|                                                                                         |  |      |         |      |        
|Net income for common units holders - basic                                              |  |      | 103,839 |      | 82,551 
|Add: Dividends paid on Treasury Method restricted stock                                  |  |      | 202     |      | 182    
|                                                                                         |  |      |         |      |        
|Net income for common unit holders  diluted                                             |  | $    | 104,041 |      | 82,733 
|                                                                                         |  |      |         |      |        
|Denominator:                                                                             |  |      |         |      |        
|Weighted average common units outstanding for basic EPU                                  |  |      | 64,857  |      | 61,213 
|Incremental units to be issued under common stock options using the Treasury method      |  |      | 217     |      | 222    
|Incremental units to be issued under unvested restricted stock using the Treasury method |  |      | 123     |      | 114    
|Incremental units to be issued under Forward                                             |  |      |         |      |        
|Equity Offering using the Treasury method                                                |  |      | 199     |      |       
|                                                                                         |  |      |         |      |        
|Weighted average common units outstanding for diluted EPU                                |  |      | 65,396  |      | 61,549 
|                                                                                         |  |      |         |      |        
|Income per common unit  basic                                                           |  |      |         |      |        
|Income from continuing operations                                                        |  | $    | 1.07    |      | 1.00   
|Discontinued operations                                                                  |  |      | 0.53    |      | 0.35   
|                                                                                         |  |      |         |      |        
|Net income for common unit holders per unit                                              |  | $    | 1.60    |      | 1.35   
|                                                                                         |  |      |         |      |        
|Income per common unit  diluted                                                         |  |      |         |      |        
|Income from continuing operations                                                        |  | $    | 1.07    |      | 1.00   
|Discontinued operations                                                                  |  |      | 0.52    |      | 0.35   
|                                                                                         |  |      |         |      |        
|Net income for common unit holders per unit                                              |  | $    | 1.59    |      | 1.35   
|                                                                                         |  |      |         |      |        



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##### Table of Contents

Regency Centers, L.P.



Notes to Consolidated Financial Statements



September 30, 2005



(unaudited)



|9. | 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 and is primarily concerned with dry cleaning plants that currently operate or have operated at its shopping centers. The Partnership believes that the tenants who currently operate plants do so in accordance with current laws and
regulations, and that the ultimate disposition of currently known environmental matters will not have a material effect on its financial position. However, the Partnership has no assurance that existing environmental studies with respect to its
shopping centers have revealed all potential environmental liabilities; that any previous owner, occupant or tenant did not create a material unknown environmental condition; that the current environmental condition of its properties will not be
impacted by current occupants, nearby properties, or unrelated third parties; or that changes in or interpretations of environmental laws and regulations will not result in additional environmental liability.



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##### Table of Contents

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
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) operate, and managements beliefs and assumptions. Forward-looking statements are not guarantees of future performance and involve certain known and unknown risks and uncertainties that could cause actual results to
differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, changes in national and local economic conditions; financial difficulties of tenants; competitive market conditions,
including pricing of acquisitions and sales of properties and out-parcels; changes in expected 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. 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 neighborhood and community shopping centers that are anchored by market-leading supermarkets
and retailers located in areas with attractive demographics. Regency owns, manages, leases, acquires, and develops our shopping centers through our operating partnership, RCLP, in which we currently own approximately 98% of the outstanding operating
partnership units. Regencys operating, investing and financing activities are generally performed by RCLP, its wholly owned subsidiaries and its joint ventures with third parties.



Currently, our real estate investment portfolio before depreciation totals $7.2 billion with 389 shopping centers in 28
states and the District of Columbia, including approximately $4.1 billion in real estate assets composed of 179 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, 2005, our gross leasable area (GLA) on a Combined Basis totaled 45.7 million square feet and was 93.3% leased. The GLA for
the Consolidated Properties totaled 23.8 million square feet and was 91.6% leased. The GLA for the Unconsolidated Properties totaled 21.9 million square feet and was 95.2% leased.



We earn revenues and generate operating cash flow by leasing space to grocers
and retail side-shop 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 centers. A retail shopping center is a
convenient, cost-effective distribution platform for food retailers. Grocery-anchored centers generate substantial daily traffic and offer sustainable competitive advantages to their tenants. This high traffic generates increased sales, thereby
driving higher occupancy, rental rates and rental-rate growth for RCLP, which we expect to sustain our growth in earnings per share and increase the value of our portfolio over the long term.



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We seek a range of strong national, regional and local specialty tenants, for the same reason that we
choose to anchor our centers with leading grocers. We have created a formal partnering process  the Premier Customer Initiative (PCI)  to promote mutually beneficial relationships with our non-grocer 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 tenants reinforce the consumer appeal and other strengths of a centers
grocery 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 market-leading grocers and anchors, and our specialty retail customers, resulting in
modern shopping centers with long-term leases from the grocery anchors, and 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.



We intend to maintain a conservative
capital structure to fund our growth programs without compromising our investment-grade ratings. Our approach is founded on our self-funding business model. This model utilizes center recycling as a key component. Our recycling strategy
calls for us to re-deploy the proceeds from the sales of properties into new, higher-quality developments that we expect to generate sustainable revenue growth and more attractive returns. Our commitment to maintaining a high-quality shopping center
portfolio dictates that we continually assess the value of all of our properties and sell those that no longer meet our long-term investment criteria.



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 long-term investment
strategy. RCLP has no obligations or liabilities of the joint ventures beyond its ownership 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 anchored shopping centers that provide daily necessities will minimize the impact of a
downturn in the economy. Increased competition from super-centers such as Wal-Mart could result in grocery-anchor closings or consolidations in the grocery store industry. 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. However, a slowdown in our shopping
center development program could reduce operating revenues and gains from sales. We believe that developing shopping centers in markets with strong demographics with leading grocery stores will enable us to continue to maintain our development
program at historical averages.



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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:



|                              |  |                    |   |  |                   |  
|----------------------------- |  | ------------------ | - |  | ----------------- | -
|                              |  | September 30, 2005 |   |  | December 31, 2004 |  
|Number of Properties (a)      |  | 389                |   |  | 291               |  
|Number of Properties (b)      |  | 210                |   |  | 213               |  
|Number of Properties (c)      |  | 179                |   |  | 78                |  
|                              |  |                   
|Properties in Development (a) |  | 29                 |   |  | 34                |  
|Properties in Development (b) |  | 28                 |   |  | 32                |  
|Properties in Development (c) |  | 1                  |   |  | 2                 |  
|                              |  |                   
|Gross Leaseable Area (a)      |  | 45,719,036         |   |  | 33,815,970        |  
|Gross Leaseable Area (b)      |  | 23,816,383         |   |  | 24,532,952        |  
|Gross Leaseable Area (c)      |  | 21,902,653         |   |  | 9,283,018         |  
|                              |  |                   
|Percent Leased (a)            |  | 93.3               | % |  | 92.7              | %
|Percent Leased (b)            |  | 91.6               | % |  | 91.2              | %
|Percent Leased (c)            |  | 95.2               | % |  | 96.7              | %



The Partnership seeks
to reduce its operating and leasing risks through diversification which it achieves by geographically diversifying its shopping centers; avoiding dependence on any single property, market, or tenant, and owning a portion of its shopping centers
through joint ventures.



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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, 2005 |  |            | December 31, 2004 |              
|Location          |  | #Properties        |  | GLA        |                   | % of TotalGLA |   |  | %Leased |   |  | #Properties |  | GLA        |  | % of TotalGLA |   |  | %Leased |  
|California        |  | 68                 |  | 8,752,240  |                   | 19.1          | % |  | 93.5    | % |  | 51          |  | 6,527,802  |  | 19.3          | % |  | 91.9    | %
|Florida           |  | 50                 |  | 5,915,090  |                   | 12.9          | % |  | 95.0    | % |  | 50          |  | 5,970,898  |  | 17.7          | % |  | 94.9    | %
|Texas             |  | 37                 |  | 4,757,855  |                   | 10.4          | % |  | 90.9    | % |  | 32          |  | 3,968,940  |  | 11.7          | % |  | 89.3    | %
|Virginia          |  | 32                 |  | 3,739,853  |                   | 8.2           | % |  | 94.1    | % |  | 12          |  | 1,488,324  |  | 4.4           | % |  | 91.1    | %
|Georgia           |  | 33                 |  | 2,992,545  |                   | 6.6           | % |  | 96.1    | % |  | 36          |  | 3,383,495  |  | 10.0          | % |  | 97.4    | %
|Colorado          |  | 22                 |  | 2,649,691  |                   | 5.8           | % |  | 85.6    | % |  | 15          |  | 1,639,055  |  | 4.8           | % |  | 98.0    | %
|Illinois          |  | 17                 |  | 2,410,183  |                   | 5.3           | % |  | 96.3    | % |  | 9           |  | 1,191,424  |  | 3.5           | % |  | 98.0    | %
|Maryland          |  | 20                 |  | 2,312,976  |                   | 5.1           | % |  | 96.6    | % |  | 2           |  | 326,638    |  | 1.0           | % |  | 93.9    | %
|North Carolina    |  | 15                 |  | 2,114,667  |                   | 4.6           | % |  | 94.0    | % |  | 13          |  | 1,890,444  |  | 5.6           | % |  | 94.2    | %
|Ohio              |  | 15                 |  | 1,926,457  |                   | 4.2           | % |  | 85.6    | % |  | 14          |  | 1,876,013  |  | 5.5           | % |  | 87.7    | %
|Pennsylvania      |  | 12                 |  | 1,320,021  |                   | 2.9           | % |  | 95.9    | % |  | 2           |  | 225,697    |  | 0.7           | % |  | 100.0   | %
|Washington        |  | 12                 |  | 1,243,004  |                   | 2.7           | % |  | 98.7    | % |  | 11          |  | 1,098,752  |  | 3.2           | % |  | 97.6    | %
|Oregon            |  | 9                  |  | 931,070    |                   | 2.0           | % |  | 94.8    | % |  | 8           |  | 838,056    |  | 2.5           | % |  | 95.5    | %
|Delaware          |  | 5                  |  | 655,687    |                   | 1.4           | % |  | 90.4    | % |  | 2           |  | 240,418    |  | 0.7           | % |  | 99.9    | %
|Tennessee         |  | 6                  |  | 601,403    |                   | 1.3           | % |  | 97.7    | % |  | 7           |  | 697,034    |  | 2.1           | % |  | 70.4    | %
|South Carolina    |  | 8                  |  | 522,027    |                   | 1.1           | % |  | 96.0    | % |  | 8           |  | 522,109    |  | 1.5           | % |  | 95.7    | %
|Arizona           |  | 4                  |  | 496,087    |                   | 1.1           | % |  | 97.5    | % |  | 5           |  | 588,486    |  | 1.7           | % |  | 93.1    | %
|Wisconsin         |  | 3                  |  | 372,382    |                   | 0.8           | % |  | 94.4    | % |  |            |  |           |  |              |   |  |        |  
|Alabama           |  | 4                  |  | 324,044    |                   | 0.7           | % |  | 85.9    | % |  | 4           |  | 324,044    |  | 1.0           | % |  | 86.7    | %
|Kentucky          |  | 2                  |  | 302,670    |                   | 0.7           | % |  | 94.7    | % |  | 2           |  | 302,670    |  | 0.9           | % |  | 97.5    | %
|Minnesota         |  | 2                  |  | 299,097    |                   | 0.7           | % |  | 97.3    | % |  |            |  |           |  |              |   |  |        |  
|Michigan          |  | 3                  |  | 282,408    |                   | 0.6           | % |  | 94.5    | % |  | 4           |  | 368,348    |  | 1.1           | % |  | 93.4    | %
|Indiana           |  | 3                  |  | 229,619    |                   | 0.5           | % |  | 83.1    | % |  | 1           |  | 90,340     |  | 0.3           | % |  | 69.2    | %
|Connecticut       |  | 1                  |  | 173,557    |                   | 0.4           | % |  | 94.2    | % |  |            |  |           |  |              |   |  |        |  
|New Jersey        |  | 2                  |  | 156,482    |                   | 0.4           | % |  | 97.8    | % |  |            |  |           |  |              |   |  |        |  
|New Hampshire     |  | 2                  |  | 127,571    |                   | 0.3           | % |  | 70.5    | % |  | 2           |  | 138,488    |  | 0.4           | % |  | 50.0    | %
|Nevada            |  | 1                  |  | 93,516     |                   | 0.2           | % |  | 70.5    | % |  | 1           |  | 118,495    |  | 0.4           | % |  | 45.5    | %
|Dist. of Columbia |  | 1                  |  | 16,834     |                   |              |   |  | 100.0   | % |  |            |  |           |  |              |   |  |        |  
|                  |  |                    |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  
|Total             |  | 389                |  | 45,719,036 |                   | 100.0         | % |  | 93.3    | % |  | 291         |  | 33,815,970 |  | 100.0         | % |  | 92.7    | %
|                  |  |                    |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  



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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, 2005 |  |            | December 31, 2004 |              
|Location       |  | #Properties        |  | GLA        |                   | % of TotalGLA |   |  | %Leased |   |  | #Properties |  | GLA        |  | % of TotalGLA |   |  | %Leased |  
|California     |  | 43                 |  | 5,204,957  |                   | 21.9          | % |  | 91.9    | % |  | 44          |  | 5,479,470  |  | 22.3          | % |  | 90.5    | %
|Florida        |  | 36                 |  | 4,359,294  |                   | 18.3          | % |  | 94.8    | % |  | 38          |  | 4,684,299  |  | 19.1          | % |  | 94.6    | %
|Texas          |  | 29                 |  | 3,619,126  |                   | 15.2          | % |  | 89.8    | % |  | 29          |  | 3,652,338  |  | 14.9          | % |  | 88.8    | %
|Ohio           |  | 14                 |  | 1,817,534  |                   | 7.6           | % |  | 84.9    | % |  | 13          |  | 1,767,110  |  | 7.2           | % |  | 87.1    | %
|Georgia        |  | 16                 |  | 1,532,295  |                   | 6.4           | % |  | 96.6    | % |  | 17          |  | 1,656,297  |  | 6.8           | % |  | 96.1    | %
|Colorado       |  | 14                 |  | 1,400,268  |                   | 5.9           | % |  | 76.0    | % |  | 11          |  | 1,093,403  |  | 4.4           | % |  | 97.6    | %
|Virginia       |  | 9                  |  | 975,460    |                   | 4.1           | % |  | 92.7    | % |  | 8           |  | 925,491    |  | 3.8           | % |  | 86.4    | %
|North Carolina |  | 9                  |  | 970,506    |                   | 4.1           | % |  | 96.6    | % |  | 9           |  | 970,508    |  | 3.9           | % |  | 97.5    | %
|Washington     |  | 7                  |  | 625,986    |                   | 2.6           | % |  | 98.9    | % |  | 9           |  | 747,440    |  | 3.0           | % |  | 97.3    | %
|Tennessee      |  | 6                  |  | 601,403    |                   | 2.5           | % |  | 97.7    | % |  | 6           |  | 633,034    |  | 2.6           | % |  | 67.4    | %
|Oregon         |  | 6                  |  | 574,372    |                   | 2.4           | % |  | 95.8    | % |  | 6           |  | 574,458    |  | 2.3           | % |  | 96.1    | %
|Illinois       |  | 3                  |  | 415,011    |                   | 1.7           | % |  | 96.9    | % |  | 3           |  | 415,011    |  | 1.7           | % |  | 97.4    | %
|Arizona        |  | 3                  |  | 388,440    |                   | 1.6           | % |  | 96.9    | % |  | 4           |  | 480,839    |  | 2.0           | % |  | 91.6    | %
|Michigan       |  | 3                  |  | 282,408    |                   | 1.2           | % |  | 94.5    | % |  | 4           |  | 368,348    |  | 1.5           | % |  | 93.4    | %
|Delaware       |  | 2                  |  | 240,418    |                   | 1.0           | % |  | 97.8    | % |  | 2           |  | 240,418    |  | 1.0           | % |  | 99.9    | %
|Pennsylvania   |  | 2                  |  | 225,697    |                   | 1.0           | % |  | 95.0    | % |  | 2           |  | 225,697    |  | 0.9           | % |  | 100.0   | %
|South Carolina |  | 2                  |  | 140,900    |                   | 0.6           | % |  | 91.2    | % |  | 2           |  | 140,982    |  | 0.6           | % |  | 85.7    | %
|Alabama        |  | 2                  |  | 130,486    |                   | 0.6           | % |  | 94.4    | % |  | 2           |  | 130,486    |  | 0.5           | % |  | 97.3    | %
|New Hampshire  |  | 2                  |  | 127,571    |                   | 0.5           | % |  | 70.5    | % |  | 2           |  | 138,488    |  | 0.6           | % |  | 50.0    | %
|Nevada         |  | 1                  |  | 93,516     |                   | 0.4           | % |  | 70.5    | % |  | 1           |  | 118,495    |  | 0.5           | % |  | 45.5    | %
|Indiana        |  | 1                  |  | 90,735     |                   | 0.4           | % |  | 70.7    | % |  | 1           |  | 90,340     |  | 0.4           | % |  | 69.2    | %
|               |  |                    |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  
|Total          |  | 210                |  | 23,816,383 |                   | 100.0         | % |  | 91.6    | % |  | 213         |  | 24,532,952 |  | 100.0         | % |  | 91.2    | %
|               |  |                    |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  



39



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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, 2005 |  |            | December 31, 2004 |              
|Location          |  | #Properties        |  | GLA        |                   | % of TotalGLA |   |  | %Leased |   |  | #Properties |  | GLA       |  | % of TotalGLA |   |  | %Leased |  
|California        |  | 25                 |  | 3,547,283  |                   | 16.2          | % |  | 95.8    | % |  | 7           |  | 1,048,332 |  | 11.3          | % |  | 99.1    | %
|Virginia          |  | 23                 |  | 2,764,393  |                   | 12.6          | % |  | 94.6    | % |  | 4           |  | 562,833   |  | 6.1           | % |  | 98.9    | %
|Maryland          |  | 20                 |  | 2,312,976  |                   | 10.6          | % |  | 96.6    | % |  | 2           |  | 326,638   |  | 3.5           | % |  | 93.9    | %
|Illinois          |  | 14                 |  | 1,995,172  |                   | 9.1           | % |  | 96.1    | % |  | 6           |  | 776,413   |  | 8.4           | % |  | 98.3    | %
|Florida           |  | 14                 |  | 1,555,796  |                   | 7.1           | % |  | 95.4    | % |  | 12          |  | 1,286,599 |  | 13.8          | % |  | 96.1    | %
|Georgia           |  | 17                 |  | 1,460,250  |                   | 6.7           | % |  | 95.5    | % |  | 19          |  | 1,727,198 |  | 18.6          | % |  | 98.6    | %
|Colorado          |  | 8                  |  | 1,249,423  |                   | 5.7           | % |  | 96.3    | % |  | 4           |  | 545,652   |  | 5.9           | % |  | 98.7    | %
|North Carolina    |  | 6                  |  | 1,144,161  |                   | 5.2           | % |  | 91.7    | % |  | 4           |  | 919,936   |  | 9.9           | % |  | 90.7    | %
|Texas             |  | 8                  |  | 1,138,729  |                   | 5.2           | % |  | 94.6    | % |  | 3           |  | 316,602   |  | 3.4           | % |  | 94.6    | %
|Pennsylvania      |  | 10                 |  | 1,094,324  |                   | 5.0           | % |  | 96.1    | % |  |            |  |          |  |              |   |  |        |  
|Washington        |  | 5                  |  | 617,018    |                   | 2.8           | % |  | 98.6    | % |  | 2           |  | 351,312   |  | 3.8           | % |  | 98.1    | %
|Delaware          |  | 3                  |  | 415,269    |                   | 1.9           | % |  | 86.1    | % |  |            |  |          |  |              |   |  |        |  
|South Carolina    |  | 6                  |  | 381,127    |                   | 1.7           | % |  | 97.8    | % |  | 6           |  | 381,127   |  | 4.1           | % |  | 99.3    | %
|Wisconsin         |  | 3                  |  | 372,382    |                   | 1.7           | % |  | 94.4    | % |  |            |  |          |  |              |   |  |        |  
|Oregon            |  | 3                  |  | 356,698    |                   | 1.6           | % |  | 93.3    | % |  | 2           |  | 263,598   |  | 2.8           | % |  | 94.3    | %
|Kentucky          |  | 2                  |  | 302,670    |                   | 1.4           | % |  | 94.7    | % |  | 2           |  | 302,670   |  | 3.3           | % |  | 97.5    | %
|Minnesota         |  | 2                  |  | 299,097    |                   | 1.4           | % |  | 97.3    | % |  |            |  |          |  |              |   |  |        |  
|Alabama           |  | 2                  |  | 193,558    |                   | 0.9           | % |  | 80.2    | % |  | 2           |  | 193,558   |  | 2.1           | % |  | 79.6    | %
|Connecticut       |  | 1                  |  | 173,557    |                   | 0.8           | % |  | 94.2    | % |  |            |  |          |  |              |   |  |        |  
|New Jersey        |  | 2                  |  | 156,482    |                   | 0.7           | % |  | 97.8    | % |  |            |  |          |  |              |   |  |        |  
|Indiana           |  | 2                  |  | 138,884    |                   | 0.6           | % |  | 91.2    | % |  |            |  |          |  |              |   |  |        |  
|Ohio              |  | 1                  |  | 108,923    |                   | 0.5           | % |  | 97.6    | % |  | 1           |  | 108,903   |  | 1.2           | % |  | 96.1    | %
|Arizona           |  | 1                  |  | 107,647    |                   | 0.5           | % |  | 100.0   | % |  | 1           |  | 107,647   |  | 1.1           | % |  | 100.0   | %
|Dist. of Columbia |  | 1                  |  | 16,834     |                   | 0.1           | % |  | 100.0   | % |  |            |  |          |  |              |   |  |        |  
|Tennessee         |  |                   |  |           |                   |              |   |  |        |   |  | 1           |  | 64,000    |  | 0.7           | % |  | 100.0   | %
|                  |  |                    |  |            |                   |               |   |  |         |   |  |             |  |           |  |               |   |  |         |  
|Total             |  | 179                |  | 21,902,653 |                   | 100.0         | % |  | 95.2    | % |  | 78          |  | 9,283,018 |  | 100.0         | % |  | 96.7    | %
|                  |  |                    |  |            |                   |               |   |  |         |   |  |             |  |           |  |               |   |  |         |  



40



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##### Table of Contents

The following summarizes the four largest grocery tenants occupying our shopping centers at
September 30, 2005:



|               |  |                     |  |                                        |   |  |                                       |  
|-------------- |  | ------------------- |  | -------------------------------------- | - |  | ------------------------------------- | -
|Grocery Anchor |  | Number ofStores (a) |  | Percentage ofPartnership-owned GLA (b) |   |  | Percentage ofAnnualized Base Rent (c) |  
|Kroger         |  | 69                  |  | 8.2                                    | % |  | 6.7                                   | %
|Safeway        |  | 73                  |  | 7.7                                    | % |  | 4.5                                   | %
|Publix         |  | 60                  |  | 6.1                                    | % |  | 3.9                                   | %
|Albertsons (d) |  | 32                  |  | 2.7                                    | % |  | 2.0                                   | %

---

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

|(b) | For the Combined Properties.
|--- | ----------------------------

|(c) | Annualized base rent includes the Consolidated Properties plus RCLPs pro-rata share of the Unconsolidated Properties.
|--- | ----------------------------------------------------------------------------------------------------------------------

|(d) | Albertsons announced that they are exploring strategic alternatives for the company and will more aggressively divest themselves of underperforming non-core assets. We are not
currently aware of Albertsons intent to close any of its stores located at our shopping centers.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Liquidity and Capital Resources



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



We expect that cash generated from revenues, 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, recurring capital expenditures necessary to maintain our shopping centers properly, and distributions to stock and unit holders. Net cash provided by operating activities was $144.6 million and $149.7 million
for the nine months ended September 30, 2005 and 2004, respectively. For the nine months ended September 30, 2005 and 2004, our gains from the sale of real estate were $47.7 million and $30.2 million, we incurred capital expenditures of
$8.2 million and $7.7 million to maintain our shopping centers, paid scheduled principal payments of $4.3 million and $4.3 million to our lenders, and paid dividends and distributions of $127.7 million and $117.3 million to our share and unit
holders, respectively.



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. On February 21, 2005, Winn-Dixie Stores, Inc. filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. We currently lease three stores to Winn-Dixie,
two of which are owned directly by us and one is owned in a joint venture. Our annualized base rent from Winn-Dixie including our share of the joint venture is $1.2 million. Winn-Dixie currently owes RCLP $34,750 in pre-petition rent related to
common area expense reimbursements, and is current on all rent post-petition. It is possible that Winn-Dixie may reject additional stores owned by us. We are not aware at this time of the current or pending bankruptcy of any of our other tenants
that would cause a significant reduction in our revenues, and no tenant represents more than 7% of our annual base rental revenues.



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, and (v) equity raised in the private or public markets. At September 30, 2005, Regency had $123.6 million available for equity securities under our shelf registration and RCLP had $600.0 million
available for debt under its shelf registration.



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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 is funded from our line of credit. We expect that cash provided by operating activities, 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 Combined Basis,
we had 29 projects under construction or undergoing major renovations at September 30, 2005, which, when completed, will represent an investment of $634.1 million before the estimated reimbursement of certain tenant-related costs and projected
sales proceeds from adjacent land and out-parcels of $81.6 million. Costs necessary to complete these developments are estimated to be $312.6 million. These costs are usually already committed as part of existing construction contracts, and will be
expended through 2009. These developments are approximately 51% complete and 71% pre-leased. The costs necessary to complete these developments will be funded from the Partnerships unsecured line of credit, which had $375 million of available
funding at September 30, 2005.



During the nine months
ended September 30, 2005, the Partnership sold 100% of its interest in eight properties for net proceeds of $107.3 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 were $10.2 million and $18.4 million for the nine months ended September 30, 2005 and 2004, respectively.



Off Balance Sheet Arrangements



Investments in Unconsolidated Real Estate Partnerships



At September 30, 2005, we had investments in real estate partnerships
of $551.7 million. The following is a summary of unconsolidated combined assets and liabilities of these partnerships, and our pro-rata share at September 30, 2005 and December 31, 2004 (in thousands):



|                         |  |      |           |      |   |          
|------------------------ |  | ---- | --------- | ---- | - | ---------
|                         |  | 2005 |           | 2004
|Number of Joint Ventures |  |      | 13        |      |   | 11       
|RCLPs Ownership         |  |      | 20%-50%   |      |   | 20%-50%  
|Number of Properties     |  |      | 179       |      |   | 78       
|                         |  |     
|Combined Assets          |  | $    | 4,356,740 |      | $ | 1,439,617
|Combined Liabilities     |  |      | 2,539,770 |      |   | 689,988  
|Combined Equity          |  |      | 1,816,970 |      |   | 749,629  
|                         |  |     
|RCLPs Share of:         |  |      |           |      |   |          
|Assets                   |  | $    | 1,392,540 |      | $ | 374,430  
|Liabilities              |  |      | 821,445   |      |   | 179,459  



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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, these co-investment partners pay us fees for asset management, property management, and acquisition and
disposition services. During the nine months ended September 30, 2005 and 2004, we received fees from these joint ventures of $22.8 million and $4.5 million, respectively. Our investments in real estate partnerships as of September 30,
2005 and December 31, 2004 consist of the following (in thousands):



|                                              |  |           |   |  |      |         |      |        
|--------------------------------------------- |  | --------- | - |  | ---- | ------- | ---- | -------
|                                              |  | Ownership |   |  | 2005 |         | 2004
|Macquarie CountryWide-Regency (MCWR)          |  | 25        | % |  | $    | 61,780  |      | 65,134 
|Macquarie CountryWide Direct (MCWR)           |  | 25        | % |  |      | 7,481   |      | 8,001  
|Macquarie CountryWide-Regency II (MCWR II)    |  | 35        | % |  |      | 377,336 |      |       
|Columbia Regency Retail Partners (Columbia)   |  | 20        | % |  |      | 40,214  |      | 41,380 
|Cameron Village LLC (Columbia)                |  | 30        | % |  |      | 21,734  |      | 21,612 
|Columbia Regency Partners II (Columbia)       |  | 20        | % |  |      | 2,071   |      | 3,107  
|RegCal, LLC (RegCal)                          |  | 25        | % |  |      | 13,690  |      | 13,232 
|Other investments in real estate partnerships |  | 50        | % |  |      | 27,391  |      | 27,211 
|                                              |  |           |   |  |      |         |      |        
|Total                                         |  |           |   |  | $    | 551,697 |      | 179,677
|                                              |  |           |   |  |      |         |      |        



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, 2005, Columbia owned 17 shopping centers, had total assets of $480.4
million, and net income of $10.2 million. Our share of Columbias total assets and net income was $108.2 million and $1.9 million, respectively. Columbia sold one shopping center during the nine months ended September 30, 2005 for $19.7
million to an unrelated party with a loss of $242,596.



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, 2005, RegCal owned six shopping centers,
had total assets of $137.4 million, and had net income of $1.8 million. Our share of RegCals total assets and net income was $34.3 million and $536,828, respectively.



We co-invest with Macquarie CountryWide Trust of Australia (MCW) in three joint ventures, two in which we have
an ownership interest of 25% (collectively, MCWR), and one in which we have an ownership interest of 35% (MCWR II).



As of September 30, 2005, MCWR owned 51 shopping centers, had total assets of $747.2 million, and net income of $8.0 million. Our share of
MCWRs total assets and net income was $186.8 million and $2.2 million, respectively. During the nine months ended September 30, 2005, MCWR acquired one shopping center from an unrelated party for a purchase price of $24.4 million. We
contributed $4.5 million for our proportionate share of the purchase price, which was net of loan financing placed on the shopping center by MCWR. In addition, MCWR acquired two shopping centers from us valued at $31.9 million, for which we received
cash of $25.7 million. MCWR sold four shopping centers during the nine months ended September 30, 2005 for $34.7 million to unrelated parties with a gain of $582,910.



On June 1, 2005, Macquarie CountryWide-Regency II, LLC (MCWR II) closed on the acquisition of 100 retail shopping
centers (the First Washington Portfolio) totaling approximately 12.6 million square feet located throughout 17 states and the District of Columbia from a joint venture between CalPERS and an affiliate of First Washington Realty,
Inc. (the Sellers) pursuant to a Purchase and Sale Agreement dated February 14, 2005. The total purchase price was approximately $2.8 billion, including the



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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. MCWR II is 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. Including its share of US Manager, RCLPs effective ownership is 35% and is reflected as such in the accompanying consolidated
financial statements. RCLPs required equity investment in MCWR II was approximately $397 million and was paid in cash. The fair value of the consideration paid by MCW and RCLP was used as the valuation basis for the First Washington Portfolio.
The costs of the assets acquired and liabilities assumed in conjunction with the First Washington Portfolio were revalued based on their respective fair values as of the effective date of the acquisition in accordance with SFAS No. 141,
Business Combinations ("Statement 141").



Upon
closing of the acquisition into the joint venture, MCWR II paid us acquisition, due diligence and capital restructuring fees totaling $21.2 million, of which we recognized $13.8 million as fee income. We only recognized fee income on that portion of
the joint venture not owned by us and as a result, recorded $7.4 million of the fee as a reduction to our investment in MCWR II. We have the ability to earn additional acquisition fees of approximately $9.2 million (the Contingent Acquisition
Fees) subject to achieving certain targeted income levels in 2006 and 2007; and accordingly, the Contingent Acquisition Fee will only be recognized in 2006 and 2007 if earned. We will also earn recurring fees for asset and property management
on a quarterly and monthly basis, respectively. To assist in the transition of the portfolio to us, the Seller agreed to provide property management services for up to two years on approximately 50% of the portfolio which will result in lower
property management fee income to us during the transition period. As of September 30, 2005, MCWR II had total assets of $2.9 billion and a net loss of $18.2 million. Our share of MCWR IIs total assets and net loss was $1.0 billion and
$6.3 million, respectively. As a result of the significant amount of depreciation and amortization expense being recorded by MCWR II in connection with the acquisition First Washington Portfolio, we expect that the joint venture will continue to
report a net loss through December 31, 2005 and 2006, but will produce positive operating cashflow.



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, MCWR, and MCWRII 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.



On June 1, 2005, RCLP entered into a credit agreement that provided for a $275 million unsecured term loan maturing on March 1, 2006 (the
Bridge Loan) which was fully repaid on August 1, 2005 using proceeds from the sale of common stock and the issuance of fixed rate debt described below. The Bridge Loan was used to provide partial financing necessary for RCLPs
35% equity investment of $397 million in MCWR II which closed on June 1, 2005. Our remaining equity investment was funded from the line of credit. The interest rate was a floating rate of LIBOR plus 65 basis points, which was subject to
adjustment based on the credit ratings assigned by Regencys rating agencies with interest only paid monthly.



On April 5, 2005, Regency entered into a forward stock purchase contract with an affiliate of Citigroup Global Markets Inc. (Citigroup)
pursuant to which we agreed to issue 4.3 million of its common shares and Citibank agreed to purchase the shares for $46.60 per share. On August 1, 2005, we completed the sale of 3.8 million shares to Citibank and received proceeds of
$175.5 million. The proceeds were used to redeem the Series E Preferred Units, reduce the Line and repay the balance of the Bridge Loan. On September 7, 2005, the remaining 530,000 shares under the Forward Sale Agreement were settled for $24.4
million from Citigroups sale of shares and the net proceeds were used to redeem the Series F Preferred Units.



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Shopping center acquisitions, sales and the net acquisitions or sales activities within our investments
in real estate partnerships are included in investing activities in the accompanying consolidated statements of cash flows. Net cash used in investing activities was $444.7 million and $94.9 million for the nine months ended September 30, 2005
and 2004.



Notes Payable



Outstanding debt at September 30, 2005 and December 31, 2004
consists of the following (in thousands):



|                             |  |      |           |      |          
|---------------------------- |  | ---- | --------- | ---- | ---------
|                             |  | 2005 |           | 2004
|Notes Payable:               |  |      |           |      |          
|Fixed rate mortgage loans    |  | $    | 183,058   |      | 275,726  
|Variable rate mortgage loans |  |      | 77,947    |      | 68,418   
|Fixed rate unsecured loans   |  |      | 1,198,584 |      | 948,946  
|                             |  |      |           |      |          
|Total notes payable          |  |      | 1,459,589 |      | 1,293,090
|Unsecured line of credit     |  |      | 125,000   |      | 200,000  
|                             |  |      |           |      |          
|Total                        |  | $    | 1,584,589 |      | 1,493,090
|                             |  |      |           |      |          



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 125 to 150 basis points. Fixed interest rates on mortgage loans range from 5.22% to 8.95% and average 6.61%.



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, 2005 was $125 million. Contractual interest rates on the Line, which are based on LIBOR plus .75%, were 4.5% at
September 30, 2005 and 3.1875% at December 31, 2004. 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.



On February 15, 2005, we executed a commitment letter related to the Line which temporarily modified certain Line covenants related to our borrowing capacity and leverage in conjunction with the $275 million
Bridge Loan as part of the First Washington Portfolio acquisition. The temporary modifications expire March 1, 2006. The Bridge Loan was fully repaid on August 1, 2005.



The combined borrowings under the Line of $122 million and the Bridge Loan provided the funding of our $397 million equity
investment in MCWR II. On July 18, 2005, we issued $350 million of unsecured notes, the proceeds of which were used to reduce the Bridge Loan by $180 million to $95 million and reduce the Line by approximately $170 million. The notes bear
interest at 5.25% and mature August 1, 2015. On August 1, 2005, we received proceeds of approximately $175.5 million from the sale of common shares, as further described below, which were used to repay the Bridge Loan in full, further
reduce the balance of the Line and redeem the Series E Preferred Units.



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As of September 30, 2005, scheduled principal repayments on notes payable and the Line were as
follows (in thousands):



|                           |  |                            |        |                     |           |               |          
|-------------------------- |  | -------------------------- | ------ | ------------------- | --------- | ------------- | ---------
|Scheduled Payments by Year |  | ScheduledPrincipalPayments |        | Term LoanMaturities |           | TotalPayments
|Current year               |  | $                          | 1,064  |                     | 6,264     |               | 7,328    
|2006                       |  |                            | 3,783  |                     | 28,089    |               | 31,872   
|2007 (includes the Line)   |  |                            | 3,577  |                     | 219,755   |               | 223,332  
|2008                       |  |                            | 3,429  |                     | 19,620    |               | 23,049   
|2009                       |  |                            | 3,436  |                     | 53,090    |               | 56,526   
|2010                       |  |                            | 3,281  |                     | 177,184   |               | 180,465  
|Beyond 5 Years             |  |                            | 11,981 |                     | 1,047,168 |               | 1,059,149
|Unamortized debt premiums  |  |                            |       |                     | 2,868     |               | 2,868    
|                           |  |                            |        |                     |           |               |          
|Total                      |  | $                          | 30,551 |                     | 1,554,038 |               | 1,584,589
|                           |  |                            |        |                     |           |               |          



Our investments in
real estate partnerships had notes and mortgage loans payable of $2.4 billion at September 30, 2005, which mature through 2028. Our proportionate share of these loans was $765.4 million, of which 81.2% had average fixed interest rates of 5.1%
and the remaining had variable interest rates based on LIBOR plus a spread in a range of 35 to 100 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). At September 30, 2005, 87.2% of our total debt had fixed interest rates, compared with 82.0% at December 31, 2004. 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, 2005, our variable rate debt represented 12.81% of our total debt. Based upon the variable interest-rate debt outstanding at September 30, 2005,
if variable interest rates were to increase by 1%, our annual interest expense would increase by $2.0 million.



On April 1, 2005, we 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%. We designated the $196.7 million swaps as cash flow hedges to fix the rate on unsecured notes issued during July 2005, the proceeds of which were used to reduce the Line. As described above, we issued $350 million of unsecured notes
priced to yield 5.25%. On July 13, 2005, the Partnership settled the swaps with a payment to the counter-parties for $7.3 million is included as an adjustment to interest expense as interest is incurred on the $350 million of ten-year unsecured
notes sold July 18, 2005. The effective interest rate on the notes including the amortization of the swap settlement amount is 5.48%.



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. The following describes our equity capital
transactions during the nine months ended September 30, 2005.



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Preferred Units



We have issued Preferred Units in various amounts since 1998, the net proceeds of which we used to reduce the balance of the Line. We issued 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, 2005 and December 31, 2004, the face value of total Preferred Units issued was $50 million and $104 million, respectively with a weighted average fixed
distribution rate of 7.45% and 8.13%, respectively. As of September 30, 2005, the only outstanding Preferred Units were our Series D Preferred Units. These Units may be called by us in 2009, have no stated maturity or mandatory redemption, and
pay a cumulative, quarterly dividend of 7.45%. Included in the Series D Preferred Units are original issuance costs of $842,023 that will be expensed when they are redeemed in the future.



On August 1, 2005, we redeemed the $30 million Series E Preferred Units and expensed their related issuance costs of
$762,180. The redemption was funded from the proceeds of the common stock sale completed August 1, 2005 as discussed below under Common Stock. On September 7, 2005, we redeemed the $24 million Series F Preferred Units and expensed their
related issuance costs of $634,201. This redemption was funded from the additional sale of common shares as further discussed below under Common Stock.



Preferred Units of General Partner and Regency Preferred Stock



At September 30, 2005 we had three series of Preferred stock outstanding. The Series 3 stock was issued in 2003 and represents 3 million
depositary shares or 300,000 shares of 7.45% Series 3 Cumulative Redeemable Preferred Stock. The Series 4 stock was issued in 2004 and represents 5 million depositary shares or 500,000 shares of 7.25% Series 4 Cumulative Redeemable Preferred
Stock. The Series 3 and Series 4 stock has a liquidation value of $250 per share. On August 2, 2005, we issued 3 million shares, or $75 million of 6.70% Series 5 Preferred Stock, with a liquidation preference of $25 per share, the proceeds
of which were used to reduce the balance of the Line. 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, we entered into an agreement to sell 4,312,500 shares of our common stock at $46.60 per share to Citigroup, in connection with a
forward sale agreement (the Forward Sale Agreement) which was required to be settled on or before October 31, 2005. On August 1, 2005, we completed the sale of 3,782,500 shares and received proceeds of approximately $175.5
million. The proceeds from the offering were used to reduce our Line, repay the Bridge Loan and redeem the Series E Preferred Units. On September 7, 2005, we completed the sale of the remaining 530,000 shares as part of the forward sale
agreement and the proceeds of approximately $24.4 million were used to redeem the Series F Preferred Units.



In summary, net cash provided by financing activities was $236.0 million for the nine months ended September 30, 2005 and net cash used in financing
activities was $34.5 million for the nine months ended September 30, 2004. The financing transactions related to the debt and equity activity are discussed above and the investing activity is also discussed within Liquidity and Capital
Resources.



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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 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.



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.



Capitalization of Costs - We have an investment services group with an established infrastructure that supports the due diligence, land acquisition, construction, leasing and accounting of our development properties. All direct costs
related to these activities are capitalized. Included in these costs are interest and real estate taxes incurred during construction, as well as estimates for the portion of internal costs that are incremental and deemed directly or indirectly
related to our development activity. 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 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.



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.



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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 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, 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.



Recent Accounting
Pronouncements



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.



In June 2005, the FASB ratified the EITFs consensus on
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. This consensus establishes the presumption
that general partners in a limited partnership control that limited partnership regardless of the extent of the general partners' ownership interest in the limited partnership. The consensus further establishes that the



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rights of the limited partners can overcome the presumption of control by the general partners, if the limited partners
have either (a) the substantive ability to dissolve (liquidate) the limited partnership or otherwise remove the general partners without cause or (b) substantive participating rights. Whether the presumption of control is overcome is a
matter of judgment based on the facts and circumstances, for which the consensus provides additional guidance. This consensus is currently applicable to us for new or modified partnerships, and will otherwise be applicable to existing partnerships
in 2006. This consensus applies to limited partnerships or similar entities, such as limited liability companies that have governing provisions that are the functional equivalent of a limited partnership. We are currently evaluating the effect of
this consensus on our consolidation policies.



In May 2005, the
FASB issued SFAS No. 154, Accounting Changes and Error Corrections (Statement 154). Statement 154 requires restatement of prior periods financial statements for changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect of the change. Statement 154 also requires that retrospective application of a change in accounting principle be limited to the direct effects of the change. Statement 154 is
effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We are not currently aware of any future potential accounting changes which would require the retrospective application described
in Statement 154.



In December 2004, the FASB issued Statement
No. 153, Exchange of Non-monetary Assets - an amendment of APB Opinion No 29 (Statement 153). The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions, is based on the principle that exchanges of
non-monetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. Statement 153 amends Opinion No. 29 to eliminate the exception for
non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. Statement 153 is effective for
non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The impact of adopting Statement 153 is not expected to have a material adverse impact on the Partnerships financial position or results of
operations. We are not currently aware of any future potential accounting changes which would require the retrospective application described in Statement 153.



Results from Operations



Comparison of the nine months ended September 30, 2005 to 2004



At September 30, 2005, on a Combined Basis, we were operating or developing 389 shopping centers, as compared to 291
shopping centers at the end of 2004. We identify our shopping centers as either development properties or stabilized 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, 2005, on a Combined Basis, we were developing 29 properties, as
compared to 34 properties at the end of 2004.



Our revenues
increased by $26.5 million, or 10%, to $301.9 million in 2005. As a result of MCWR II acquiring the First Washington Portfolio on June 1, 2005, we recorded $13.8 million in fees related to acquisition, due diligence and capital restructuring
services that we provided to MCWR II. MCWR II paid us approximately $21.2 million for these services, however, as previously discussed, the amount recognized as fee income includes only that portion of fees paid by the venture not owned by us.



The increase in revenues was also related to changes in
occupancy in the portfolio of stabilized and development properties, growth in re-leasing rental rates, operating properties acquired subsequent to September 30, 2004 that had no revenues during the comparable prior year period, and 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 contingent rent based upon tenant sales, which we refer to as percentage
rent. Tenants are also responsible for reimbursing us for their



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pro-rata share of the expenses associated with operating our shopping centers. In 2005, our minimum rent increased by
$12.3 million, or 6%, and our recoveries from tenants increased $3.2 million, or 6%. Percentage rent was $1.7 million in 2005, compared with $1.5 million in 2004.



The equity in income of real estate partnerships declined $7.5 million to a loss of $616,186 in 2005. The loss was a result
of the significant amount of depreciation and amortization expense being recorded by MCWR II since the acquisition of the First Washington Portfolio on June 1, 2005. Excluding the depreciation and amortization, MCWR II produced positive
operating cash flow during the period.



Our operating expenses
increased by $12.7 million, or 9%, to $160.4 million in 2005 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 $2.5
million, or 4%, for the nine months ended September 30, 2005 to $69.8 million. This increase was primarily due to shopping centers acquired during 2004 and new developments that only recently began operating and therefore did not incur
operating expenses during the nine month period ending on September 30, 2004.



Our general and administrative expenses increased $6.9 million to $27.2 million. The increase is related to additional salary costs for new employees necessary to manage the First Washington Portfolio under a property
management agreement with MCWR II and higher stock based compensation expenses associated with the early adoption of Statement 123(R), which includes the expensing of stock options.



Our depreciation and amortization expense increased $3.8 million to $61.2 million in 2005 primarily related to new
development properties placed in service in the current year and operating properties acquired that had no operations during the comparable prior year period.



Our net interest expense increased $6.1 million to $65.3 million in 2005 from $59.2 million in 2004 primarily related to the financing of our
investment in MCWR II during the period. During the period we borrowed $275 million on the Bridge Loan and $122 million on the Line to fund our investment. During July and August, we repaid the Bridge Loan and reduced the Line using a portion of the
proceeds from a $200 million common stock offering, a $75 million preferred stock offering and the issuance of $350 million of 5.48% fixed rate debt. Average interest rates on our outstanding debt increased to 6.32% at September 30, 2005
compared to 5.92% at September 30, 2004 primarily the result of reducing the percentage of variable rate debt to 12% in 2005 as compared with 18% in 2004, the rates of which are significantly lower than fixed rate debt. Our nine month weighted
average outstanding debt at September 30, 2005 was $1.6 billion compared to $1.5 billion at September 30, 2004.



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. Gains from the sale of operating and development properties includes $6.2 million in gains
from the sale of 17 out-parcels for proceeds of $13.8 million and $7.7 million in gains related to the sale of two development properties and one operating property. For the period ended September 30, 2004, the gains from the sale of operating
and development properties included $10.9 million from the sale of 25 out-parcels for proceeds of $22.5 million and $5.7 million in gains for properties sold. 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 where we have continuing involvement through our equity investment.



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Income from discontinued operations was $34.0 million in 2005 related to eight properties sold to
unrelated parties for net proceeds of $107.3 million and four properties classified as held-for-sale. Income from discontinued operations was $21.2 million in 2004 related to the operations of shopping centers sold or classified as held-for-sale in
2005 as well as 2004. 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.



Preferred unit distributions were $19.0 million in 2005 which was a net decrease of $3.6 million as a result of redemptions of preferred units offset by
the issuance of Series 4 and 5 preferred units.



Net income for
common unit holders increased $21.4 million to $104.9 million in 2005 as compared with $83.5 million in 2004. Diluted earnings per unit were $1.59 in 2005, compared with $1.35 in 2004, or 18% higher, a result of the increase in net income and an
increase in weighted average common units of 3.5 million associated with the common stock offering discussed above.



Comparison of the three months ended September 30, 2005 to 2004



Our revenues decreased $1.1 million, or 1%, to $93.6 million in 2005 as a result of the equity in net loss of real estate
partnerships. The equity in net loss of $4.0 million was a result of the significant amount of depreciation and amortization expense being recorded by MCWR II related to the acquisition of the First Washington Portfolio, although MCWR II produced
positive operating cash flow during the period. Excluding this loss, revenues increased $5.1 million, or 5% related to higher rental revenues and management fee income. Increases in rental revenues relate to higher occupancy in our shopping centers,
growth in re-leasing rental rates, acquiring operating properties that had no revenues during the comparable prior year period, and revenues from new developments commencing operations in the current year. Minimum rent increased $4.0 million to
$73.2 million, or 6% for these reasons. Management fees increased $1.4 million to $3.3 million related to an agreement with MCWR II to manage the First Washington Portfolio.



Our operating expenses increased by $2.0 million, or 4%, to $53.3 million in 2005 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 $138,109, or 1% to $23.5 million. These increases resulted from new developments that
recently began operating and therefore did not incur operating expenses during the three month period ending on September 30, 2004.



Our general and administrative expenses increased $1.9 million to $9.1 million. The increase is related to additional salary costs for new employees
necessary to manage the First Washington Portfolio under a property management agreement with MCWR II and higher stock based compensation expenses associated with the early adoption of Statement 123(R), which includes the expensing of stock options.



Gains from the sale of operating properties decreased $5.2
million during the period due to a higher volume of operating property sales during the three month period ending in 2004.



Our depreciation and amortization expense increased $1.2 million to $20.4 million primarily related to new development properties placed in service in the
current year that had no operations during the comparable prior year period.



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Our net interest expense increased $3.2 million to $23.0 million as compared to $19.8 million in 2004.
Average interest rates on outstanding debt increased to 6.32% at September 30, 2005 compared to 5.92% at September 30, 2004 primarily the result of reducing the percentage of variable rate debt to 12% in 2005 as compared with 18% in 2004,
the rates of which are significantly lower than fixed rate debt. Our weighted average outstanding debt at September 30, 2005 was $1.7 billion compared to $1.5 billion at September 30, 2004 primarily related to the financing of our
investment in MCWR II.



Income from discontinued operations
increased $1.1 million to $14.5 million for the three months ended September 30, 2005 related to three properties sold to unrelated parties for net proceeds of $45.5 million and four properties classified as held-for-sale. Income from
discontinued operations was $13.4 million in 2004 related to the operations of shopping centers sold or classified as held-for-sale in 2005 as well as 2004. In compliance with the adoption of 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 being reported. 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.



Preferred unit distributions were $7.4 million in 2005 which was a net decrease of $2.2 million as a result of redemptions of preferred units offset by the issuance of Series 4 and 5 preferred units.



Net income for common unit holders decreased $8.0 million to $28.2 million in
2005 as compared with $36.2 million in 2004, or 22%, primarily related to the decrease in gains from the sale of operating properties and the other reasons described above. Diluted earnings per unit were $0.41 in 2005, compared with $0.58 in 2004,
or 29% lower, a result of the decline in net income and an increase in weighted average common units of 4.8 million associated with the common stock offering discussed above.



Environmental Matters



We are subject to numerous environmental laws and regulations and we are primarily concerned with dry cleaning plants that
currently operate or have operated at our shopping centers in the past. We believe that the tenants who currently operate plants 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 environmentally approved 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 believe that the ultimate disposition of currently known environmental matters will not have a material effect 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.



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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 and 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, 2005, by year of expected maturity to evaluate the expected cash flows and sensitivity to interest-rate changes.



|                                                 |  |      |       |   |      |        |   |      |         |   |      |        |   |      |        |   |      |         |   |            |           |   |       |           |            |          
|------------------------------------------------ |  | ---- | ----- | - | ---- | ------ | - | ---- | ------- | - | ---- | ------ | - | ---- | ------ | - | ---- | ------- | - | ---------- | --------- | - | ----- | --------- | ---------- | ---------
|                                                 |  | 2005 |       |   | 2006 |        |   | 2007 |         |   | 2008 |        |   | 2009 |        |   | 2010 |         |   | Thereafter |           |   | Total |           | Fair Value
|Fixed rate debt                                  |  | $    | 7,328 |   |      | 24,863 |   |      | 27,394  |   |      | 23,049 |   |      | 56,526 |   |      | 180,465 |   |            | 1,059,149 |   |       | 1,378,774 |            | 1,416,919
|Average interest rate for all fixed rate debt    |  |      | 6.69  | % |      | 6.68   | % |      | 6.65    | % |      | 6.65   | % |      | 6.59   | % |      | 6.29    | % |            | 5.79      | % |       |           |            |          
|                                                 |  |      |       |   |      |        |   |      |        
|Variable rate LIBOR debt                         |  | $    |      |   |      | 7,009  |   |      | 195,938 |   |      |       |   |      |       |   |      |        |   |            |          |   |       | 202,947   |            | 202,947  
|Average interest rate for all variable rate debt |  |      | 3.96  | % |      | 3.92   | % |      | 3.92    | % |      |       |   |      |       |   |      |        |   |            |          |   |       |           |            |          



As the table
incorporates only those exposures that exist as of September 30, 2005, 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.



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. There have been no changes in the Partnerships internal controls over financial reporting identified in connection with this evaluation that occurred during the period
covered by this report and that have materially affected, or are reasonably likely to materially affect, the Partnerships internal controls over financial reporting.



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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 2. None



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Item 3. None



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



None



Item 5. Other Information



Item 6. Exhibits



| | (a) | Exhibits:
| | --- | ---------



|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Amendment to Fourth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P. relating to 6.70% Series 5 Cumulative Redeemable Preferred Units (incorporated by reference
to Exhibit 3.3 of Current Report on Form 8-K of Regency Centers Corporation filed August 1, 2005).                                                                                                                            
|     | 
|3.2  |  | Fourth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P. (incorporated by reference to Exhibit 10(m) of Annual Report on Form 10-K of Regency Centers Corporation
filed March 12, 2004).                                                                                                                                                                                                        
|     | 
|4.1  |  | Indenture dated as of July 18, 2005 among Regency Centers, L.P., Regency Centers Corporation, as Guarantor, and Wachovia Bank, National Association as Trustee (incorporated by reference to
Exhibit 4.1 of the Registration Statement on Form S-4 of Regency Centers, L.P. filed August 5, 2005).                                                                                                                           
|     | 
|4.2  |  | Registration Rights Agreement dated as of July 18, 2005 among Regency Centers, L.P. and Regency Centers Corporation, on the one hand, and Wachovia Capital Market, LLC and J.P. Morgan
Securities Inc. as representatives of the initial purchasers referenced therein, on the other hand (incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-4 of Regency Centers, L.P. filed August 5, 2005).
|     | 
|10.1 |  | Purchase Agreement dated as of July 13, 2005 among Regency Centers, L.P. and Regency Centers Corporation, on the one hand, and Wachovia Capital Market, LLC and J.P. Morgan Securities Inc. as
representatives of the initial purchasers referenced therein, on the other hand (incorporated by reference to Exhibit 10.4 to Quarterly Report on 10-Q of Regency Centers Corporation filed August 8, 2005).                  
|     | 
|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 7, 2005 |  | 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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