##### Table of Contents

##### Index to Financial Statements

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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FORM 10-K



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



For the fiscal year ended December 31, 2004



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) |  | (I.R.S. 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 No.)



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Securities registered
pursuant to Section 12(b) of the Act:



None

(Title of Class)



Not Applicable

(Name of exchange on
which registered)



Securities registered pursuant to
Section 12(g) of the Act:

Class B Units of Partnership Interest



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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 and (2) has been subject to
such filing requirements for the past 90 days.    YES  x    NO ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x



The aggregate market value of the voting and non-voting common stock held by non-affiliates of the Registrant and the number of shares of
Registrants voting common stock outstanding is not applicable.



Documents Incorporated by Reference



Regency Centers
Corporation is the general partner of Regency Centers, L.P. Portions of Regency Centers Corporations Proxy Statement in connection with its 2005 Annual Meeting of Shareholders are incorporated by reference in Part III.



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TABLE OF CONTENTS



|         |  |                                                                                                |  |                      
|-------- |  | ---------------------------------------------------------------------------------------------- |  | ---------------------
|Item No. |  |                                                                                                |  | Form 10-K Report Page
|         |  | PART I                                                                                         |  |                      
|         |  |                                                                                               
|1.       |  | Business                                                                                       |  | 1                    
|         |  |                                                                                               
|2.       |  | Properties                                                                                     |  | 4                    
|         |  |                                                                                               
|3.       |  | Legal Proceedings                                                                              |  | 15                   
|         |  |                                                                                               
|4.       |  | Submission of Matters to a Vote of Security Holders                                            |  | 15                   
|         |  |                                                                                               
|         |  | PART II                                                                                        |  |                      
|         |  |                                                                                               
|5.       |  | Market for the Registrants Common Equity and Related Shareholder Matters                      |  | 15                   
|         |  |                                                                                               
|6.       |  | Selected Consolidated Financial Data                                                           |  | 17                   
|         |  |                                                                                               
|7.       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations          |  | 18                   
|         |  |                                                                                               
|7a.      |  | Quantitative and Qualitative Disclosures about Market Risk                                     |  | 36                   
|         |  |                                                                                               
|8.       |  | Consolidated Financial Statements and Supplementary Data                                       |  | 36                   
|         |  |                                                                                               
|9.       |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure           |  | 36                   
|         |  |                                                                                               
|9a.      |  | Controls and Procedures                                                                        |  | 37                   
|         |  |                                                                                               
|9b.      |  | Other Information                                                                              |  | 37                   
|         |  |                                                                                               
|         |  | PART III                                                                                       |  |                      
|         |  |                                                                                               
|10.      |  | Directors and Executive Officers of the Registrant                                             |  | 37                   
|         |  |                                                                                               
|11.      |  | Executive Compensation                                                                         |  | 38                   
|         |  |                                                                                               
|12.      |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  | 39                   
|         |  |                                                                                               
|13.      |  | Certain Relationships and Related Transactions                                                 |  | 39                   
|         |  |                                                                                               
|14.      |  | Principal Accounting Fees and Services                                                         |  | 40                   
|         |  |                                                                                               
|         |  | PART IV                                                                                        |  |                      
|         |  |                                                                                               
|15.      |  | Exhibits and Financial Statement Schedules                                                     |  | 41                   



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##### Index to Financial Statements

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 operates, and managements beliefs and assumptions. Forward-looking statements are not guarantees of future performance and
involve certain known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, changes in national and
local economic conditions; financial difficulties of merchants and retailers; 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; weather; 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 Regency Centers, L.P. appearing elsewhere within.



PART I



Item 1. Business



Operating and
Investment Philosophy



Regency Centers Corporation
(Regency or the Company) 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 located in areas with attractive
demographics. Regency owns and operates its shopping centers through its operating partnership, Regency Centers, L.P. (RCLP), in which it currently owns approximately 98% of the 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 $4.5 billion with 291 shopping centers in 23 states, including approximately
$1.4 billion in real estate assets composed of 78 shopping centers owned by unconsolidated joint ventures in 17 states. [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
December 31, 2004, our gross leasable area (GLA) on a Combined Basis totaled 33.8 million square feet and was 92.7% leased. The GLA for the Consolidated Properties totaled 24.5 million square feet and was 91.2% leased. The GLA for the
Unconsolidated Properties totaled 9.3 million square feet and was 96.7% 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 developing new shopping centers. A neighborhood 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 Regency, which we expect to sustain our growth in earnings per share and
increase the value of our portfolio over the long term.



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 the PCI is for Regency 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 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



1



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##### Index to Financial Statements

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 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
Regency. 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. Regency is not subject to liability and has no obligations
or guarantees of the joint ventures beyond its ownership percentage.



Risk
Factors Relating to Ownership of Regency Common Stock



We
are subject to certain business risks that could affect our industry which include, among others:



| |  | increased competition from super-centers such as Wal-Mart could result in grocery anchor closings or consolidations in the grocery store industry which could reduce our cash flow;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | a slow down in our shopping center development program would reduce our operating revenues and gains from sales;
|- |  | ----------------------------------------------------------------------------------------------------------------



| |  | the bankruptcy or insolvency of, or a downturn in the business of, any of our major tenants could reduce our cash flow,
|- |  | -----------------------------------------------------------------------------------------------------------------------



| |  | the possibility that major tenants will not renew their leases as they expire or renew at lower rental rates could reduce our cash flow,
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  | the internet and e-commerce could reduce the demand for tenants to occupy our shopping centers,
|- |  | -----------------------------------------------------------------------------------------------



| |  | vacant anchor space could affect the entire shopping center because of the loss of the anchors customer drawing power,
|- |  | -----------------------------------------------------------------------------------------------------------------------



| |  | poor market conditions could create an over supply of space or a reduction in demand for our shopping centers,
|- |  | --------------------------------------------------------------------------------------------------------------



| |  | risks relating to leverage, including uncertainty that we will be able to refinance our indebtedness, and the risk of higher interest rates,
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  | our inability to satisfy our cash requirements from operations and the possibility that we may be required to borrow funds to meet distribution requirements in order to maintain our
qualification as a REIT,
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | potential liability for unknown or future environmental matters and costs of compliance with the Americans with Disabilities Act,
|- |  | ---------------------------------------------------------------------------------------------------------------------------------



| |  | the risk of uninsured losses, and
|- |  | ---------------------------------



| |  | unfavorable economic conditions could also result in the inability of tenants in certain retail sectors to meet their lease obligations and could adversely affect our ability to
attract and retain desirable tenants.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



2



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##### Index to Financial Statements

Compliance with Governmental Regulations



Under various federal, state and local laws, ordinances and regulations, we may be liable for the cost to remove or
remediate certain hazardous or toxic substances at our shopping centers. These laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of the hazardous or toxic substances. The cost of required
remediation and the owners liability for remediation could exceed the value of the property and/or the aggregate assets of the owner. The presence of such substances, or the failure to properly remediate such substances, may adversely affect
the owners ability to sell or rent the property or borrow using the property as collateral. We have a number of properties that could require or are currently undergoing varying levels of environmental remediation. Environmental remediation is
not currently expected to have a material financial effect on us due to reserves for remediation, insurance programs designed to mitigate the cost of remediation and various state-regulated programs that shift the responsibility and cost to the
state.



Competition



We are among the largest publicly-held owners of grocery-anchored shopping
centers in the nation based on revenues, number of properties, gross leaseable area and market capitalization. There are numerous companies and private individuals engaged in the ownership, development, acquisition and operation of shopping centers
which compete with us in our targeted markets. This results in competition for attracting grocery anchor tenants, as well as, the acquisition of existing shopping centers and new development sites. We believe that the principal competitive factors
in attracting tenants in our market areas are location, demographics, rental costs, tenant mix, property age and maintenance. We believe that our competitive advantages include our locations within our market areas, our strong demographics
surrounding our shopping centers, our relationships with our grocery anchor tenants and side-shop retailers, our PCI program which allows us to provide retailers with multiple locations, our practice of maintaining and renovating of our shopping
centers, and our ability to source and develop new shopping centers.



Changes in Policies



Our Board of Directors
establishes the policies that govern our investment and operating strategies including, among others, development and acquisition of shopping centers, tenant and market focus, debt and equity financing policies, quarterly distributions to
shareholders, and REIT tax status. The Board of Directors may amend these policies at any time without a vote of our shareholders.



Employees



Our headquarters are located at 121 West Forsyth Street, Suite 200, Jacksonville, Florida. We presently maintain 18 offices in 12 states where we conduct
management, leasing, construction, and investment activities. At December 31, 2004, we had 385 employees and we believe that our relations with our employees are good.



Company Website Access and SEC Filings



The Companys website may be accessed at www.regencycenters.com. All of our filings with the Securities and Exchange Commission can be
accessed through our website promptly after filing; however, in the event that the website is inaccessible, then we will provide paper copies of our most recent annual report on Form 10-K, the most recent quarterly report on Form 10-Q, current
reports filed or furnished on Form 8-K, and all related amendments, excluding exhibits, free of charge upon request.



3



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##### Table of Contents

##### Index to Financial Statements

Item 2. Properties



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



|               |  |                   |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  
|-------------- |  | ----------------- |  | ---------- | ----------------- | ------------- | - |  | ------- | - |  | ----------- |  | ---------- |  | ------------- | - |  | ------- | -
|               |  | December 31, 2004 |  |            | December 31, 2003 |              
|Location       |  | #Properties       |  | GLA        |                   | % of TotalGLA |   |  | %Leased |   |  | #Properties |  | GLA        |  | % of TotalGLA |   |  | %Leased |  
|California     |  | 51                |  | 6,527,802  |                   | 19.3          | % |  | 91.9    | % |  | 49          |  | 5,917,372  |  | 19.5          | % |  | 90.8    | %
|Florida        |  | 50                |  | 5,970,898  |                   | 17.7          | % |  | 94.9    | % |  | 50          |  | 5,943,345  |  | 19.6          | % |  | 94.3    | %
|Texas          |  | 32                |  | 3,968,940  |                   | 11.7          | % |  | 89.3    | % |  | 41          |  | 5,086,086  |  | 16.7          | % |  | 88.1    | %
|Georgia        |  | 36                |  | 3,383,495  |                   | 10.0          | % |  | 97.4    | % |  | 20          |  | 2,008,066  |  | 6.6           | % |  | 95.8    | %
|North Carolina |  | 13                |  | 1,890,444  |                   | 5.6           | % |  | 94.2    | % |  | 3           |  | 408,211    |  | 1.3           | % |  | 97.0    | %
|Ohio           |  | 14                |  | 1,876,013  |                   | 5.5           | % |  | 87.7    | % |  | 14          |  | 1,901,538  |  | 6.3           | % |  | 90.6    | %
|Colorado       |  | 15                |  | 1,639,055  |                   | 4.8           | % |  | 98.0    | % |  | 14          |  | 1,623,674  |  | 5.3           | % |  | 94.2    | %
|Virginia       |  | 12                |  | 1,488,324  |                   | 4.4           | % |  | 91.1    | % |  | 10          |  | 1,272,369  |  | 4.2           | % |  | 89.1    | %
|Illinois       |  | 9                 |  | 1,191,424  |                   | 3.5           | % |  | 98.0    | % |  | 6           |  | 444,234    |  | 1.5           | % |  | 96.5    | %
|Washington     |  | 11                |  | 1,098,752  |                   | 3.2           | % |  | 97.6    | % |  | 10          |  | 1,050,061  |  | 3.5           | % |  | 98.7    | %
|Oregon         |  | 8                 |  | 838,056    |                   | 2.5           | % |  | 95.5    | % |  | 9           |  | 1,020,470  |  | 3.4           | % |  | 96.4    | %
|Tennessee      |  | 7                 |  | 697,034    |                   | 2.1           | % |  | 70.4    | % |  | 7           |  | 652,906    |  | 2.1           | % |  | 91.5    | %
|Arizona        |  | 5                 |  | 588,486    |                   | 1.7           | % |  | 93.1    | % |  | 8           |  | 838,715    |  | 2.8           | % |  | 92.2    | %
|South Carolina |  | 8                 |  | 522,109    |                   | 1.5           | % |  | 95.7    | % |  | 5           |  | 339,926    |  | 1.1           | % |  | 95.7    | %
|Michigan       |  | 4                 |  | 368,348    |                   | 1.1           | % |  | 93.4    | % |  | 4           |  | 368,260    |  | 1.2           | % |  | 87.2    | %
|Maryland       |  | 2                 |  | 326,638    |                   | 1.0           | % |  | 93.9    | % |  | 1           |  | 188,243    |  | 0.6           | % |  | 90.2    | %
|Alabama        |  | 4                 |  | 324,044    |                   | 1.0           | % |  | 86.7    | % |  | 6           |  | 543,330    |  | 1.8           | % |  | 85.5    | %
|Kentucky       |  | 2                 |  | 302,670    |                   | 0.9           | % |  | 97.5    | % |  | 3           |  | 323,029    |  | 1.1           | % |  | 97.8    | %
|Delaware       |  | 2                 |  | 240,418    |                   | 0.7           | % |  | 99.9    | % |  | 2           |  | 240,418    |  | 0.8           | % |  | 99.5    | %
|Pennsylvania   |  | 2                 |  | 225,697    |                   | 0.7           | % |  | 100.0   | % |  | 1           |  | 6,000      |  |              |   |  | 100.0   | %
|New Hampshire  |  | 2                 |  | 138,488    |                   | 0.4           | % |  | 50.0    | % |  |            |  |           |  |              |   |  |        |  
|Nevada         |  | 1                 |  | 118,495    |                   | 0.4           | % |  | 45.5    | % |  |            |  |           |  |              |   |  |        |  
|Indiana        |  | 1                 |  | 90,340     |                   | 0.3           | % |  | 69.2    | % |  |            |  |           |  |              |   |  |        |  
|Missouri       |  |                  |  |           |                   |              |   |  |        |   |  | 1           |  | 82,498     |  | 0.3           | % |  | 91.5    | %
|New Jersey     |  |                  |  |           |                   |              |   |  |        |   |  | 1           |  | 88,993     |  | 0.3           | % |  | 89.4    | %
|               |  |                   |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  
|Total          |  | 291               |  | 33,815,970 |                   | 100.0         | % |  | 92.7    | % |  | 265         |  | 30,347,744 |  | 100.0         | % |  | 92.2    | %
|               |  |                   |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  



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##### Table of Contents

##### Index to Financial Statements

Item 2. Properties (continued)



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



|               |  |                   |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  
|-------------- |  | ----------------- |  | ---------- | ----------------- | ------------- | - |  | ------- | - |  | ----------- |  | ---------- |  | ------------- | - |  | ------- | -
|               |  | December 31, 2004 |  |            | December 31, 2003 |              
|Location       |  | #Properties       |  | GLA        |                   | % of TotalGLA |   |  | %Leased |   |  | #Properties |  | GLA        |  | % of TotalGLA |   |  | %Leased |  
|California     |  | 44                |  | 5,479,470  |                   | 22.3          | % |  | 90.5    | % |  | 41          |  | 4,859,526  |  | 19.8          | % |  | 90.1    | %
|Florida        |  | 38                |  | 4,684,299  |                   | 19.1          | % |  | 94.6    | % |  | 39          |  | 4,738,901  |  | 19.3          | % |  | 94.1    | %
|Texas          |  | 29                |  | 3,652,338  |                   | 14.9          | % |  | 88.8    | % |  | 34          |  | 4,167,951  |  | 17.0          | % |  | 87.9    | %
|Ohio           |  | 13                |  | 1,767,110  |                   | 7.2           | % |  | 87.1    | % |  | 13          |  | 1,792,635  |  | 7.3           | % |  | 92.7    | %
|Georgia        |  | 17                |  | 1,656,297  |                   | 6.8           | % |  | 96.1    | % |  | 17          |  | 1,656,294  |  | 6.7           | % |  | 96.8    | %
|Colorado       |  | 11                |  | 1,093,403  |                   | 4.4           | % |  | 97.6    | % |  | 11          |  | 1,223,072  |  | 5.0           | % |  | 92.6    | %
|North Carolina |  | 9                 |  | 970,508    |                   | 3.9           | % |  | 97.5    | % |  | 9           |  | 970,558    |  | 3.9           | % |  | 98.6    | %
|Virginia       |  | 8                 |  | 925,491    |                   | 3.8           | % |  | 86.4    | % |  | 8           |  | 910,103    |  | 3.7           | % |  | 85.2    | %
|Washington     |  | 9                 |  | 747,440    |                   | 3.0           | % |  | 97.3    | % |  | 7           |  | 662,573    |  | 2.7           | % |  | 95.6    | %
|Tennessee      |  | 6                 |  | 633,034    |                   | 2.6           | % |  | 67.4    | % |  | 6           |  | 444,234    |  | 1.8           | % |  | 96.5    | %
|Oregon         |  | 6                 |  | 574,458    |                   | 2.3           | % |  | 96.1    | % |  | 7           |  | 688,359    |  | 2.8           | % |  | 92.2    | %
|Arizona        |  | 4                 |  | 480,839    |                   | 2.0           | % |  | 91.6    | % |  | 6           |  | 545,277    |  | 2.2           | % |  | 90.5    | %
|Illinois       |  | 3                 |  | 415,011    |                   | 1.7           | % |  | 97.4    | % |  | 3           |  | 408,211    |  | 1.7           | % |  | 97.0    | %
|Michigan       |  | 4                 |  | 368,348    |                   | 1.5           | % |  | 93.4    | % |  | 4           |  | 368,260    |  | 1.5           | % |  | 87.2    | %
|Delaware       |  | 2                 |  | 240,418    |                   | 1.0           | % |  | 99.9    | % |  | 2           |  | 240,418    |  | 1.0           | % |  | 99.5    | %
|Pennsylvania   |  | 2                 |  | 225,697    |                   | 0.9           | % |  | 100.0   | % |  | 1           |  | 6,000      |  |              |   |  | 100.0   | %
|South Carolina |  | 2                 |  | 140,982    |                   | 0.6           | % |  | 85.7    | % |  | 3           |  | 223,315    |  | 0.9           | % |  | 94.3    | %
|New Hampshire  |  | 2                 |  | 138,488    |                   | 0.6           | % |  | 50.0    | % |  |            |  |           |  |              |   |  |        |  
|Alabama        |  | 2                 |  | 130,486    |                   | 0.5           | % |  | 97.3    | % |  | 5           |  | 468,238    |  | 1.9           | % |  | 83.1    | %
|Nevada         |  | 1                 |  | 118,495    |                   | 0.5           | % |  | 45.5    | % |  |            |  |           |  |              |   |  |        |  
|Indiana        |  | 1                 |  | 90,340     |                   | 0.4           | % |  | 69.2    | % |  |            |  |           |  |              |   |  |        |  
|Kentucky       |  |                  |  |           |                   |              |   |  |        |   |  | 1           |  | 20,360     |  | 0.1           | % |  | 93.1    | %
|Missouri       |  |                  |  |           |                   |              |   |  |        |   |  | 1           |  | 82,498     |  | 0.3           | % |  | 91.5    | %
|New Jersey     |  |                  |  |           |                   |              |   |  |        |   |  | 1           |  | 88,993     |  | 0.4           | % |  | 89.4    | %
|               |  |                   |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  
|Total          |  | 213               |  | 24,532,952 |                   | 100.0         | % |  | 91.2    | % |  | 219         |  | 24,565,776 |  | 100.0         | % |  | 91.8    | %
|               |  |                   |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  



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:



|               |  |                   |  |           |                   |               |   |  |         |   |  |             |  |           |  |               |   |  |         |  
|-------------- |  | ----------------- |  | --------- | ----------------- | ------------- | - |  | ------- | - |  | ----------- |  | --------- |  | ------------- | - |  | ------- | -
|               |  | December 31, 2004 |  |           | December 31, 2003 |              
|Location       |  | # Properties      |  | GLA       |                   | % of TotalGLA |   |  | %Leased |   |  | #Properties |  | GLA       |  | % of TotalGLA |   |  | %Leased |  
|Georgia        |  | 19                |  | 1,727,198 |                   | 18.6          | % |  | 98.6    | % |  | 3           |  | 351,772   |  | 6.1           | % |  | 91.1    | %
|Florida        |  | 12                |  | 1,286,599 |                   | 13.8          | % |  | 96.1    | % |  | 11          |  | 1,204,444 |  | 20.8          | % |  | 98.0    | %
|California     |  | 7                 |  | 1,048,332 |                   | 11.3          | % |  | 99.1    | % |  | 8           |  | 1,057,846 |  | 18.3          | % |  | 97.5    | %
|North Carolina |  | 4                 |  | 919,936   |                   | 9.9           | % |  | 90.7    | % |  | 1           |  | 79,503    |  | 1.4           | % |  | 100.0   | %
|Illinois       |  | 6                 |  | 776,413   |                   | 8.4           | % |  | 98.3    | % |  |            |  |          |  |              |   |  |        |  
|Virginia       |  | 4                 |  | 562,833   |                   | 6.1           | % |  | 98.9    | % |  | 2           |  | 362,266   |  | 6.3           | % |  | 99.0    | %
|Colorado       |  | 4                 |  | 545,652   |                   | 5.9           | % |  | 98.7    | % |  | 3           |  | 400,602   |  | 6.9           | % |  | 99.1    | %
|South Carolina |  | 6                 |  | 381,127   |                   | 4.1           | % |  | 99.3    | % |  | 2           |  | 116,611   |  | 2.0           | % |  | 98.5    | %
|Washington     |  | 2                 |  | 351,312   |                   | 3.8           | % |  | 98.1    | % |  | 2           |  | 357,897   |  | 6.2           | % |  | 97.8    | %
|Maryland       |  | 2                 |  | 326,638   |                   | 3.5           | % |  | 93.9    | % |  | 1           |  | 188,243   |  | 3.3           | % |  | 90.2    | %
|Texas          |  | 3                 |  | 316,602   |                   | 3.4           | % |  | 94.6    | % |  | 7           |  | 918,135   |  | 15.9          | % |  | 89.2    | %
|Kentucky       |  | 2                 |  | 302,670   |                   | 3.3           | % |  | 97.5    | % |  | 2           |  | 302,669   |  | 5.2           | % |  | 98.1    | %
|Oregon         |  | 2                 |  | 263,598   |                   | 2.8           | % |  | 94.3    | % |  | 1           |  | 150,356   |  | 2.5           | % |  | 92.5    | %
|Alabama        |  | 2                 |  | 193,558   |                   | 2.1           | % |  | 79.6    | % |  | 1           |  | 75,092    |  | 1.3           | % |  | 100.0   | %
|Ohio           |  | 1                 |  | 108,903   |                   | 1.2           | % |  | 96.1    | % |  | 1           |  | 108,903   |  | 1.9           | % |  | 88.4    | %
|Arizona        |  | 1                 |  | 107,647   |                   | 1.1           | % |  | 100.0   | % |  | 1           |  | 107,629   |  | 1.9           | % |  | 96.3    | %
|Tennessee      |  | 1                 |  | 64,000    |                   | 0.7           | % |  | 100.0   | % |  |            |  |          |  |              |   |  |        |  
|               |  |                   |  |           |                   |               |   |  |         |   |  |             |  |           |  |               |   |  |         |  
|Total          |  | 78                |  | 9,283,018 |                   | 100.0         | % |  | 96.7    | % |  | 46          |  | 5,781,968 |  | 100.0         | % |  | 95.7    | %
|               |  |                   |  |           |                   |               |   |  |         |   |  |             |  |           |  |               |   |  |         |  



5



---

##### Table of Contents

##### Index to Financial Statements

Item 2. Properties (continued)



The following table summarizes the largest tenants occupying our shopping centers on a Combined Basis as of December 31,
2004 based upon a percentage of total annualized base rent exceeding .5%. The table includes 100% of the GLA in unconsolidated joint ventures, however annualized base rent includes only Regencys pro-rata share of rent from unconsolidated joint
ventures.



|                                   |  |           |  |                            |   |  |            |  |                                  |   |  |                       |  |                      
|---------------------------------- |  | --------- |  | -------------------------- | - |  | ---------- |  | -------------------------------- | - |  | --------------------- |  | ---------------------
|Tenant                             |  | GLA       |  | Percent toCompanyOwned GLA |   |  | Rent       |  | Percentage ofAnnualizedBase Rent |   |  | Number ofLeasedStores |  | AnchorOwnedStores (a)
|Kroger                             |  | 3,577,584 |  | 10.6                       | % |  | 26,826,566 |  | 7.88                             | % |  | 60                    |  | 3                    
|Publix                             |  | 2,862,241 |  | 8.5                        | % |  | 16,547,979 |  | 4.86                             | % |  | 61                    |  |                     
|Safeway                            |  | 2,230,123 |  | 6.6                        | % |  | 14,195,833 |  | 4.17                             | % |  | 44                    |  | 7                    
|Albertsons                         |  | 963,707   |  | 2.8                        | % |  | 7,550,659  |  | 2.22                             | % |  | 18                    |  | 6                    
|Blockbuster                        |  | 389,540   |  | 1.2                        | % |  | 6,739,697  |  | 1.98                             | % |  | 70                    |  |                     
|H.E.B. Grocery                     |  | 417,151   |  | 1.2                        | % |  | 4,497,612  |  | 1.32                             | % |  | 5                     |  |                     
|CVS                                |  | 334,018   |  | 1.0                        | % |  | 3,588,428  |  | 1.05                             | % |  | 24                    |  |                     
|Walgreens                          |  | 255,156   |  | 0.8                        | % |  | 3,077,669  |  | 0.90                             | % |  | 18                    |  |                     
|Harris Teeter                      |  | 307,499   |  | 0.9                        | % |  | 3,072,112  |  | 0.90                             | % |  | 6                     |  |                     
|Whole Foods                        |  | 115,846   |  | 0.3                        | % |  | 2,958,883  |  | 0.87                             | % |  | 4                     |  |                     
|Washington Mutual Bank             |  | 124,647   |  | 0.4                        | % |  | 2,564,454  |  | 0.75                             | % |  | 35                    |  |                     
|Kohls Department Store            |  | 177,374   |  | 0.5                        | % |  | 2,372,487  |  | 0.70                             | % |  | 2                     |  |                     
|Hallmark                           |  | 196,486   |  | 0.6                        | % |  | 2,314,766  |  | 0.68                             | % |  | 44                    |  |                     
|Stater Brothers                    |  | 185,605   |  | 0.5                        | % |  | 1,961,645  |  | 0.58                             | % |  | 4                     |  |                     
|The UPS Store                      |  | 123,350   |  | 0.4                        | % |  | 1,957,382  |  | 0.57                             | % |  | 88                    |  |                     
|Shoppers Food Warehouse/ Supervalu |  | 249,809   |  | 0.7                        | % |  | 1,946,736  |  | 0.57                             | % |  | 4                     |  |                     
|Starbucks                          |  | 86,756    |  | 0.3                        | % |  | 1,933,276  |  | 0.57                             | % |  | 57                    |  |                     
|K-Mart/ Sears                      |  | 541,855   |  | 1.6                        | % |  | 1,900,209  |  | 0.56                             | % |  | 5                     |  |                     
|T.J. Maxx / Marshalls              |  | 272,263   |  | 0.8                        | % |  | 1,867,017  |  | 0.55                             | % |  | 10                    |  |                     
|Circuit City                       |  | 117,077   |  | 0.3                        | % |  | 1,857,317  |  | 0.55                             | % |  | 4                     |  |                     
|Hollywood Video                    |  | 134,241   |  | 0.4                        | % |  | 1,847,298  |  | 0.54                             | % |  | 21                    |  |                     
|Petco                              |  | 157,362   |  | 0.5                        | % |  | 1,830,663  |  | 0.54                             | % |  | 12                    |  |                     
|Winn Dixie                         |  | 376,806   |  | 1.1                        | % |  | 1,813,599  |  | 0.53                             | % |  | 8                     |  |                     
|Staples                            |  | 149,006   |  | 0.4                        | % |  | 1,800,535  |  | 0.53                             | % |  | 7                     |  |                     
|Subway                             |  | 91,486    |  | 0.3                        | % |  | 1,770,570  |  | 0.52                             | % |  | 72                    |  |                     
|Michaels                           |  | 203,934   |  | 0.6                        | % |  | 1,747,353  |  | 0.51                             | % |  | 8                     |  |                     
|Great Clips                        |  | 95,318    |  | 0.3                        | % |  | 1,734,372  |  | 0.51                             | % |  | 75                    |  |                     

---

|(a) | Includes stores owned by anchor tenant that are attached to our centers.
|--- | ------------------------------------------------------------------------



Regencys leases have terms generally ranging from three to five years for tenant space under 5,000 square feet. Leases greater than 10,000 square
feet generally have lease terms in excess of five years, mostly comprised of anchor tenants. Many of the anchor leases contain provisions allowing the tenant the option of extending the term of the lease at expiration. The leases provide for the
monthly payment in advance of fixed minimum rentals, additional rents calculated as a percentage of the tenants sales, the tenants pro rata share of real estate taxes, insurance, and common area maintenance expenses, and reimbursement
for utility costs if not directly metered.



6



---

##### Table of Contents

##### Index to Financial Statements

Item 2. Properties (continued)



The following table sets forth a schedule of lease expirations for the next ten years, assuming no tenants renew their
leases:



|                      |  |                 |  |                               |   |  |                               |             |                                |      |  
|--------------------- |  | --------------- |  | ----------------------------- | - |  | ----------------------------- | ----------- | ------------------------------ | ---- | -
|Lease Expiration Year |  | ExpiringGLA (2) |  | Percent ofTotalCompanyGLA (2) |   |  | MinimumRentExpiringLeases (3) |             | Percent ofTotalMinimumRent (3) |     
|(1)                   |  | 365,535         |  | 1.2                           | % |  | $                             | 4,493,075   |                                | 1.4  | %
|2005                  |  | 2,001,378       |  | 6.7                           | % |  |                               | 26,773,606  |                                | 8.2  | %
|2006                  |  | 2,952,893       |  | 9.9                           | % |  |                               | 38,045,139  |                                | 11.7 | %
|2007                  |  | 3,317,419       |  | 11.1                          | % |  |                               | 41,070,841  |                                | 12.7 | %
|2008                  |  | 2,981,174       |  | 10.0                          | % |  |                               | 37,237,989  |                                | 11.5 | %
|2009                  |  | 2,761,571       |  | 9.3                           | % |  |                               | 40,505,308  |                                | 12.5 | %
|2010                  |  | 1,468,458       |  | 4.9                           | % |  |                               | 14,424,334  |                                | 4.4  | %
|2011                  |  | 1,012,542       |  | 3.4                           | % |  |                               | 11,519,474  |                                | 3.5  | %
|2012                  |  | 1,374,886       |  | 4.6                           | % |  |                               | 13,237,755  |                                | 4.1  | %
|2013                  |  | 894,291         |  | 3.0                           | % |  |                               | 10,046,038  |                                | 3.1  | %
|2014                  |  | 1,235,068       |  | 4.1                           | % |  |                               | 11,197,764  |                                | 3.5  | %
|                      |  |                 |  |                               |   |  |                               |             |                                |      |  
|10 Yr. Total          |  | 20,365,215      |  | 68.2                          | % |  | $                             | 248,551,323 |                                | 76.6 | %
|                      |  |                 |  |                               |   |  |                               |             |                                |      |  

---

|(1) | leased currently under month to month rent or in process of renewal
|--- | -------------------------------------------------------------------

|(2) | represents GLA for the Combined properties
|--- | ------------------------------------------

|(3) | total minimum rent includes current minimum rent and future contractual rent steps for the Consolidated properties, but excludes additional rent such as percentage rent, common area
maintenance, real estate taxes and insurance reimbursements
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



See the property table below and also see Item 7, Managements Discussion and Analysis for further information about Regencys properties.



7



---

##### Table of Contents

##### Index to Financial Statements

|                                        |  |              |  |                        |  |                         |  |                   |   |  |                               |  |                                                                                                                                              
|--------------------------------------- |  | ------------ |  | ---------------------- |  | ----------------------- |  | ----------------- | - |  | ----------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|Property Name                           |  | YearAcquired |  | Year Con- structed (1) |  | GrossLeasableArea (GLA) |  | PercentLeased (2) |   |  | Grocery Anchor                |  | Drug Store & Other Anchors > 10,000
Sq Ft                                                                                                    
|CALIFORNIA                              |  |              |  |                        |  |                         |  |                   |   |  |                               |  |                                                                                                                                              
|                                        |  |              |  |                        |  |                        
|Los Angeles / Southern CA               |  |              |  |                        |  |                         |  |                   |   |  |                               |  |                                                                                                                                              
|4S Commons Town Center (3)              |  | 2004         |  | 2004                   |  | 265,239                 |  | 49.9              | % |  | Ralphs                       |  |                                                                                                                                             
|4S Fitness Center (3)                   |  | 2004         |  | 2004                   |  | 38,000                  |  | 100.0             | % |  |                              |  | LA Fitness                                                                                                                                   
|Amerige Heights Town Center (5)         |  | 2000         |  | 2000                   |  | 96,679                  |  | 100.0             | % |  | Albertsons                   |  | Target (4)                                                                                                                                   
|Bear Creek Village Center (3)           |  | 2003         |  | 2004                   |  | 80,318                  |  | 96.1              | % |  | Stater Brothers               |  |                                                                                                                                             
|Campus Marketplace (5)                  |  | 2000         |  | 2000                   |  | 144,288                 |  | 100.0             | % |  | Ralphs                       |  | Longs Drug, Discovery Isle Child Development Center                                                                                         
|Costa Verde                             |  | 1999         |  | 1988                   |  | 178,622                 |  | 100.0             | % |  | Albertsons                   |  | Bookstar                                                                                                                                     
|El Camino                               |  | 1999         |  | 1995                   |  | 135,884                 |  | 99.1              | % |  | Vons Food & Drug             |  | Sav-On Drugs                                                                                                                                 
|El Norte Parkway Pla                    |  | 1999         |  | 1984                   |  | 87,990                  |  | 86.6              | % |  | Vons Food & Drug             |  |                                                                                                                                             
|Falcon Ridge (3)                        |  | 2003         |  | 2004                   |  | 232,610                 |  | 93.4              | % |  | Stater Brothers               |  | Target (4), Sports Authority, Ross Dress for Less, Linens N Things, Michaels, Pier 1 Imports                                               
|French Valley (3)                       |  | 2004         |  | 2004                   |  | 103,161                 |  | 61.6              | % |  | Stater Brothers               |  |                                                                                                                                             
|Friars Mission                          |  | 1999         |  | 1989                   |  | 146,897                 |  | 100.0             | % |  | Ralphs                       |  | Longs Drug                                                                                                                                  
|Garden Village Shopping Center (5)      |  | 2000         |  | 2000                   |  | 112,767                 |  | 100.0             | % |  | Albertsons                   |  | Rite Aid                                                                                                                                     
|Gelsons Westlake Market Plaza          |  | 2002         |  | 2002                   |  | 84,848                  |  | 98.6              | % |  | Gelsons                       |  | John of Italy Salon & Spa                                                                                                                    
|Hasley Canyon Village (3)               |  | 2003         |  | 2003                   |  | 69,800                  |  | 100.0             | % |  | Ralphs                       |  |                                                                                                                                             
|Heritage Plaza                          |  | 1999         |  | 1981                   |  | 231,602                 |  | 98.9              | % |  | Ralphs                       |  | Sav-On Drugs, Hands On Bicycles, Inc., Total Woman, Ace Hardware                                                                             
|Morningside Plaza                       |  | 1999         |  | 1996                   |  | 91,600                  |  | 98.2              | % |  | Stater Brother                |  |                                                                                                                                             
|Newland Center                          |  | 1999         |  | 1985                   |  | 149,174                 |  | 100.0             | % |  | Albertsons                   |  |                                                                                                                                             
|Oakbrook Plaza                          |  | 1999         |  | 1982                   |  | 83,279                  |  | 100.0             | % |  | Albertsons                   |  | Longs Drug                                                                                                                                  
|Park Plaza Shopping Center (5)          |  | 2001         |  | 1991                   |  | 197,166                 |  | 99.6              | % |  | Vons Food & Drug             |  | Sav-On Drugs, Petco, Ross Dress For Less, Office Depot                                                                                       
|Plaza Hermosa                           |  | 1999         |  | 1984                   |  | 94,940                  |  | 100.0             | % |  | Vons Food & Drug             |  | Sav-On Drugs                                                                                                                                 
|Rona Plaza                              |  | 1999         |  | 1989                   |  | 51,754                  |  | 100.0             | % |  | Food 4 Less                   |  |                                                                                                                                             
|Santa Ana Downtown                      |  | 1999         |  | 1987                   |  | 100,305                 |  | 100.0             | % |  | Food 4 Less                   |  | Famsa, Inc.                                                                                                                                  
|Seal Beach (5)                          |  | 2002         |  | 1966                   |  | 74,214                  |  | 92.9              | % |  | Safeway                       |  | Sav-On Drugs                                                                                                                                 
|The Shops of Santa Barbara              |  | 2003         |  | 2004                   |  | 51,568                  |  | 87.2              | % |  |                              |  | Circuit City                                                                                                                                 
|The Shops of Santa Barbara Phase II (3) |  | 2004         |  | 2004                   |  | 69,457                  |  | 57.6              | % |  | Whole Foods                   |  |                                                                                                                                             
|Twin Peaks                              |  | 1999         |  | 1988                   |  | 198,139                 |  | 100.0             | % |  | Albertsons                   |  | Target                                                                                                                                       
|Valencia Crossroads                     |  | 2002         |  | 2003                   |  | 167,857                 |  | 100.0             | % |  | Whole Foods                   |  | Kohls                                                                                                                                       
|Ventura Village                         |  | 1999         |  | 1984                   |  | 76,070                  |  | 98.5              | % |  | Vons Food & Drug             |  |                                                                                                                                             
|Victoria Gateway Center (3)             |  | 2003         |  | 2004                   |  | 94,998                  |  | 98.2              | % |  |                              |  | Circuit City, Recreational Equipment, Drexel Heritage, Beverages & More!                                                                     
|Vista Village Phase I                   |  | 2002         |  | 2003                   |  | 126,266                 |  | 100.0             | % |  | Sprouts                      |  | Krikorian Theatres, Linens N Things, Lowes                                                                                                
|Vista Village Phase II (3)              |  | 2002         |  | 2003                   |  | 55,000                  |  | 100.0             | % |  |                              |  | Staples                                                                                                                                      
|Westlake Village Plaza and Center       |  | 1999         |  | 1975                   |  | 190,519                 |  | 98.0              | % |  | Vons Food & Drug             |  | Sav-On Drugs, Longs Drug                                                                                                                    
|Westridge                               |  | 2001         |  | 2003                   |  | 92,287                  |  | 100.0             | % |  | Albertsons                   |  | Beverages & More!                                                                                                                            
|Woodman Van Nuys                        |  | 1999         |  | 1992                   |  | 107,614                 |  | 100.0             | % |  | Gigante                       |  |                                                                                                                                             
|                                        |  |              |  |                        |  |                        
|San Francisco / Northern CA             |  |              |  |                        |  |                         |  |                   |   |  |                               |  |                                                                                                                                              
|Alameda Bridgeside Shopping Center (3)  |  | 2003         |  | 2004                   |  | 104,983                 |  | 58.9              | % |  | Nob Hill                      |  |                                                                                                                                             
|Blossom Valley                          |  | 1999         |  | 1990                   |  | 93,316                  |  | 100.0             | % |  | Safeway                       |  | Longs Drug                                                                                                                                  
|Clayton Valley (3)                      |  | 2003         |  | 2004                   |  | 236,683                 |  | 83.0              | % |  |                              |  | Yardbirds Home Center, Longs Drugs, Dollar Tree                                                                                             
|Clovis Commons (3)                      |  | 2004         |  | 2004                   |  | 183,286                 |  | 0.0               | % |  |                              |  | Super Target (4)                                                                                                                             
|Corral Hollow (5)                       |  | 2000         |  | 2000                   |  | 167,184                 |  | 100.0             | % |  | Safeway                       |  | Longs Drug, Orchard Supply & Hardware                                                                                                       
|Diablo Plaza                            |  | 1999         |  | 1982                   |  | 63,214                  |  | 100.0             | % |  | Safeway (4)                   |  | Longs Drug, Jo-Ann Fabrics                                                                                                                  
|El Cerrito Plaza (5)                    |  | 2000         |  | 2000                   |  | 256,034                 |  | 98.8              | % |  | Albertsons (4) /Trader Joes |  | Longs Drug, Bed Bath & Beyond, Barnes & Noble, Copelands Sports, Petco, Ross Dress For Less                                                 
|Encina Grande                           |  | 1999         |  | 1965                   |  | 102,499                 |  | 99.1              | % |  | Safeway                       |  | Walgreens                                                                                                                                    
|Folsom Prairie City Crossing            |  | 1999         |  | 1999                   |  | 90,209                  |  | 100.0             | % |  | Safeway                       |  |                                                                                                                                             
|Gilroy                                  |  | 2002         |  | 2003                   |  | 322,955                 |  | 99.5              | % |  |                              |  | Kohls, Sportsmart, Ross Dress for Less, Bed Bath & Beyond, Michaels, Barnes & Noble, Petsmart, Pier 1 Imports, Beverages & More!, Target (4)
|Loehmanns Plaza California              |  | 1999         |  | 1983                   |  | 113,310                 |  | 100.0             | % |  | Safeway (4)                   |  | Longs Drug, Loehmanns                                                                                                                      
|Powell Street Plaza                     |  | 2001         |  | 1987                   |  | 165,928                 |  | 100.0             | % |  | Trader Joes                  |  | Circuit City, Copelands Sports, Ethan Allen, Jo-Ann Fabrics, Ross Dress For Less                                                             
|San Leandro                             |  | 1999         |  | 1982                   |  | 50,432                  |  | 100.0             | % |  | Safeway (4)                   |  | Longs Drug                                                                                                                                  
|Sequoia Station                         |  | 1999         |  | 1996                   |  | 103,148                 |  | 100.0             | % |  | Safeway (4)                   |  | Longs Drug, Barnes & Noble, Old Navy, Wherehouse Music                                                                                      
|Strawflower Village                     |  | 1999         |  | 1985                   |  | 78,827                  |  | 100.0             | % |  | Safeway                       |  | Longs Drug                                                                                                                                  
|Tassajara Crossing                      |  | 1999         |  | 1990                   |  | 146,188                 |  | 99.0              | % |  | Safeway                       |  | Longs Drug, Ace Hardware                                                                                                                    
|West Park Plaza                         |  | 1999         |  | 1996                   |  | 88,103                  |  | 100.0             | % |  | Safeway                       |  | Rite Aid                                                                                                                                     
|Woodside Central                        |  | 1999         |  | 1993                   |  | 80,591                  |  | 100.0             | % |  |                              |  | CEC Entertainment, Marshalls. Target (4)                                                                                                     
|                                        |  |              |  |                        |  |                         |  |                   |   |  |                               |  |                                                                                                                                              
|Subtotal/Weighted Average (CA)          |  |              |  |                        |  | 6,527,802               |  | 91.9              | % |  |                               |  |                                                                                                                                              
|                                        |  |              |  |                        |  |                         |  |                   |   |  |                               |  |                                                                                                                                              
|FLORIDA                                 |  |              |  |                        |  |                         |  |                   |   |  |                               |  |                                                                                                                                              
|                                        |  |              |  |                        |  |                        
|Ft. Myers / Cape Coral                  |  |              |  |                        |  |                         |  |                   |   |  |                               |  |                                                                                                                                              
|Grande Oak                              |  | 2000         |  | 2000                   |  | 78,784                  |  | 100.0             | % |  | Publix                        |  |                                                                                                                                             
|                                        |  |              |  |                        |  |                        
|Jacksonville / North Florida            |  |              |  |                        |  |                         |  |                   |   |  |                               |  |                                                                                                                                              
|Anastasia Plaza (5)                     |  | 1993         |  | 1988                   |  | 102,342                 |  | 92.5              | % |  | Publix                        |  |                                                                                                                                             
|Bolton Plaza                            |  | 1994         |  | 1988                   |  | 172,938                 |  | 93.4              | % |  |                              |  | Wal-Mart                                                                                                                                     
|Carriage Gate                           |  | 1994         |  | 1978                   |  | 76,833                  |  | 95.6              | % |  |                              |  | Leon County Tax Collector, TJ Maxx                                                                                                           
|Courtyard Shopping Center               |  | 1993         |  | 1987                   |  | 137,256                 |  | 100.0             | % |  | Albertsons (3)               |  | Target                                                                                                                                       
|Fleming Island                          |  | 1998         |  | 2000                   |  | 136,662                 |  | 100.0             | % |  | Publix                        |  | Stein Mart, Target (4)                                                                                                                       
|Highland Square (5)                     |  | 1998         |  | 1999                   |  | 262,194                 |  | 96.8              | % |  | Publix/Winn-Dixie             |  | CVS, Baileys Powerhouse Gym, Bealls Outlet, Big Lots                                                                                       



8



---

##### Table of Contents

##### Index to Financial Statements

|                                        |  |              |  |                        |  |                         |  |                   |   |  |                  |  |                                                                                                           
|--------------------------------------- |  | ------------ |  | ---------------------- |  | ----------------------- |  | ----------------- | - |  | ---------------- |  | ----------------------------------------------------------------------------------------------------------
|Property Name                           |  | YearAcquired |  | Year Con- structed (1) |  | GrossLeasableArea (GLA) |  | PercentLeased (2) |   |  | Grocery Anchor   |  | Drug Store & OtherAnchors > 10,000 Sq Ft                                                                  
|FLORIDA (continued)                     |  |              |  |                        |  |                         |  |                   |   |  |                  |  |                                                                                                           
|                                        |  |              |  |                        |  |                        
|Jacksonville /North Florida (continued) |  |              |  |                        |  |                         |  |                   |   |  |                  |  |                                                                                                           
|Johns Creek Shopping Center (3)        |  | 2003         |  | 2004                   |  | 105,414                 |  | 75.6              | % |  | Publix           |  | Walgreens                                                                                                 
|Julington Village (5)                   |  | 1999         |  | 1999                   |  | 81,820                  |  | 100.0             | % |  | Publix           |  | CVS                                                                                                       
|Lynnhaven (5)                           |  | 2001         |  | 2001                   |  | 63,871                  |  | 100.0             | % |  | Publix           |  |                                                                                                          
|Millhopper                              |  | 1993         |  | 1974                   |  | 84,065                  |  | 100.0             | % |  | Publix           |  | Jean Coutou, Jo-Ann Fabrics                                                                               
|Newberry Square                         |  | 1994         |  | 1986                   |  | 180,524                 |  | 93.7              | % |  | Publix           |  | Jo-Ann Fabrics, K-Mart                                                                                    
|Ocala Corners (5)                       |  | 2000         |  | 2000                   |  | 86,772                  |  | 100.0             | % |  | Publix           |  |                                                                                                          
|Old St. Augustine Plaza                 |  | 1996         |  | 1990                   |  | 232,459                 |  | 100.0             | % |  | Publix           |  | CVS, Burlington Coat Factory, Hobby Lobby                                                                 
|Palm Harbor Shopping Village (5)        |  | 1996         |  | 1991                   |  | 172,758                 |  | 99.1              | % |  | Publix           |  | CVS, Bealls                                                                                               
|Pine Tree Plaza                         |  | 1997         |  | 1999                   |  | 60,787                  |  | 100.0             | % |  | Publix           |  |                                                                                                          
|Plantation Plaza (5)                    |  | 2004         |  | 2004                   |  | 65,156                  |  | 91.5              | % |  | Publix           |  |                                                                                                          
|Plantation Plaza Phase II (3) (5)       |  | 2004         |  | 2004                   |  | 17,000                  |  | 0.0               | % |  |                 |  |                                                                                                          
|Regency Court                           |  | 1997         |  | 1992                   |  | 218,649                 |  | 97.5              | % |  |                 |  | Sports Authority, Comp Usa, Office Depot, Recreational Factory Warehouse, Sofa Express                    
|Starke                                  |  | 2000         |  | 2000                   |  | 12,739                  |  | 100.0             | % |  |                 |  | CVS                                                                                                       
|Vineyard Shopping Center                |  | 2001         |  | 2002                   |  | 62,821                  |  | 88.3              | % |  | Publix           |  |                                                                                                          
|                                        |  |              |  |                        |  |                        
|Miami / Ft. Lauderdale                  |  |              |  |                        |  |                         |  |                   |   |  |                  |  |                                                                                                           
|Aventura Shopping Center                |  | 1994         |  | 1974                   |  | 102,876                 |  | 89.5              | % |  | Publix           |  | CVS                                                                                                       
|Berkshire Commons                       |  | 1994         |  | 1992                   |  | 106,354                 |  | 100.0             | % |  | Publix           |  | Walgreens                                                                                                 
|Garden Square                           |  | 1997         |  | 1991                   |  | 90,258                  |  | 97.9              | % |  | Publix           |  | CVS                                                                                                       
|Palm Trails Plaza                       |  | 1997         |  | 1998                   |  | 76,067                  |  | 95.3              | % |  | Winn-Dixie       |  |                                                                                                          
|Pebblebrook Plaza (5)                   |  | 2000         |  | 2000                   |  | 76,767                  |  | 100.0             | % |  | Publix           |  | Walgreens                                                                                                 
|Shoppes @ 104 (5)                       |  | 1998         |  | 1990                   |  | 108,192                 |  | 98.7              | % |  | Winn-Dixie       |  | Navarro Discount Pharmacies                                                                               
|Welleby                                 |  | 1996         |  | 1982                   |  | 109,949                 |  | 99.5              | % |  | Publix           |  | Bealls                                                                                                    
|                                        |  |              |  |                        |  |                        
|Tampa / Orlando                         |  |              |  |                        |  |                         |  |                   |   |  |                  |  |                                                                                                           
|Beneva Village Shops                    |  | 1998         |  | 1987                   |  | 141,532                 |  | 100.0             | % |  | Publix           |  | Walgreens, Bealls, Harbor Freight Tools                                                                   
|Bloomingdale                            |  | 1998         |  | 1987                   |  | 267,935                 |  | 99.9              | % |  | Publix           |  | Ace Hardware, Bealls, Wal-Mart                                                                            
|East Towne Shopping Center              |  | 2002         |  | 2003                   |  | 69,841                  |  | 94.3              | % |  | Publix           |  |                                                                                                          
|Kings Crossing Sun City                 |  | 1999         |  | 1999                   |  | 75,020                  |  | 100.0             | % |  | Publix           |  |                                                                                                          
|Mainstreet Square                       |  | 1997         |  | 1988                   |  | 107,134                 |  | 95.9              | % |  | Winn-Dixie       |  |                                                                                                          
|Mariners Village                        |  | 1997         |  | 1986                   |  | 133,440                 |  | 97.4              | % |  | Winn-Dixie       |  | Walgreens, LA Fitness                                                                                     
|Marketplace St. Pete                    |  | 1995         |  | 1983                   |  | 90,296                  |  | 99.0              | % |  | Publix           |  | Dollar World                                                                                              
|Peachland Promenade                     |  | 1995         |  | 1991                   |  | 82,082                  |  | 98.7              | % |  | Publix           |  |                                                                                                          
|Regency Square Brandon                  |  | 1993         |  | 1986                   |  | 349,848                 |  | 97.3              | % |  |                 |  | AMC Theatre, Dollar Tree, Marshalls, Michaels, S & K Famous Brands, Shoe Carnival, Staples, TJ Maxx, Petco
|Regency Village (5)                     |  | 2000         |  | 2002                   |  | 83,170                  |  | 89.4              | % |  | Publix           |  | Walgreens                                                                                                 
|Town Square                             |  | 1997         |  | 1999                   |  | 44,679                  |  | 99.3              | % |  |                 |  | Petco, Pier 1 Imports                                                                                     
|University Collection                   |  | 1996         |  | 1984                   |  | 106,899                 |  | 95.3              | % |  | Kash N Karry (4) |  | CVS, Dockside Imports, Jo-Ann Fabrics. Staples                                                            
|Village Center 6                        |  | 1995         |  | 1993                   |  | 181,110                 |  | 95.2              | % |  | Publix           |  | Walgreens, Stein Mart                                                                                     
|Willa Springs Shopping Center           |  | 2000         |  | 2000                   |  | 89,930                  |  | 98.9              | % |  | Publix           |  |                                                                                                          
|                                        |  |              |  |                        |  |                        
|West Palm Beach / Treasure Coast        |  |              |  |                        |  |                         |  |                   |   |  |                  |  |                                                                                                           
|Boynton Lakes Plaza                     |  | 1997         |  | 1993                   |  | 130,924                 |  | 96.9              | % |  | Winn-Dixie       |  | World Gym                                                                                                 
|Chasewood Plaza                         |  | 1993         |  | 1986                   |  | 155,603                 |  | 98.5              | % |  | Publix           |  | Bealls, Books-A-Million                                                                                   
|East Port Plaza                         |  | 1997         |  | 1991                   |  | 235,842                 |  | 55.1              | % |  | Publix           |  | Walgreens                                                                                                 
|Martin Downs Village Center             |  | 1993         |  | 1985                   |  | 121,946                 |  | 100.0             | % |  |                 |  | Bealls, Coastal Care                                                                                      
|Martin Downs Village Shoppes            |  | 1993         |  | 1998                   |  | 49,743                  |  | 97.8              | % |  |                 |  | Walgreens                                                                                                 
|Ocean Breeze                            |  | 1993         |  | 1985                   |  | 108,209                 |  | 83.0              | % |  | Publix           |  | Bealls Outlet, Coastal Care                                                                              
|Shops of San Marco (5)                  |  | 2002         |  | 2002                   |  | 91,537                  |  | 100.0             | % |  | Publix           |  | Walgreens                                                                                                 
|Town Center at Martin Downs             |  | 1996         |  | 1996                   |  | 64,546                  |  | 100.0             | % |  | Publix           |  |                                                                                                          
|Wellington Town Square                  |  | 1996         |  | 1982                   |  | 107,325                 |  | 98.8              | % |  | Publix           |  | CVS                                                                                                       
|                                        |  |              |  |                        |  |                         |  |                   |   |  |                  |  |                                                                                                           
|Subtotal/ Weighted Average (FL)         |  |              |  |                        |  | 5,970,898               |  | 94.9              | % |  |                  |  |                                                                                                           
|                                        |  |              |  |                        |  |                         |  |                   |   |  |                  |  |                                                                                                           
|TEXAS                                   |  |              |  |                        |  |                         |  |                   |   |  |                  |  |                                                                                                           
|                                        |  |              |  |                        |  |                        
|Austin                                  |  |              |  |                        |  |                         |  |                   |   |  |                  |  |                                                                                                           
|Hancock                                 |  | 1999         |  | 1998                   |  | 410,438                 |  | 97.3              | % |  | H.E.B.           |  | Sears, Old Navy, Petco, 24 Hour Fitness                                                                   
|Market at Round Rock                    |  | 1999         |  | 1987                   |  | 123,046                 |  | 97.8              | % |  | Albertsons      |  |                                                                                                          
|North Hills                             |  | 1999         |  | 1995                   |  | 144,019                 |  | 100.0             | % |  | H.E.B.           |  |                                                                                                          
|                                        |  |              |  |                        |  |                        
|Dallas / Ft. Worth                      |  |              |  |                        |  |                         |  |                   |   |  |                  |  |                                                                                                           
|Bethany Park Place                      |  | 1998         |  | 1998                   |  | 74,066                  |  | 100.0             | % |  | Kroger           |  |                                                                                                          
|Casa Linda Plaza                        |  | 1999         |  | 1997                   |  | 324,639                 |  | 79.0              | % |  | Albertsons      |  | Casa Linda Cafeteria, Dollar Tree, Petco, 24 Hour Fitness                                                 
|Cooper Street                           |  | 1999         |  | 1992                   |  | 133,196                 |  | 100.0             | % |  |                 |  | Circuit City, Home Depot, Office Max                                                                      
|Hebron Park (5)                         |  | 1999         |  | 1999                   |  | 46,800                  |  | 85.6              | % |  | Albertsons (4)  |  |                                                                                                          
|Hillcrest Village                       |  | 1999         |  | 1991                   |  | 14,530                  |  | 100.0             | % |  |                 |  |                                                                                                          
|Keller Town Center                      |  | 1999         |  | 1999                   |  | 114,937                 |  | 97.3              | % |  | Tom Thumb        |  |                                                                                                          
|Lebanon/Legacy Center                   |  | 2000         |  | 2002                   |  | 56,669                  |  | 86.3              | % |  | Albertsons (4)  |  |                                                                                                          
|Main Street Center (3)                  |  | 2002         |  | 2002                   |  | 42,922                  |  | 70.0              | % |  | Albertsons (4)  |  |                                                                                                          
|Market at Preston Forest                |  | 1999         |  | 1990                   |  | 91,624                  |  | 100.0             | % |  | Tom Thumb        |  | Petco                                                                                                     
|Mockingbird Common                      |  | 1999         |  | 1987                   |  | 120,321                 |  | 87.6              | % |  | Tom Thumb        |  |                                                                                                          
|Preston Park                            |  | 1999         |  | 1985                   |  | 273,396                 |  | 79.3              | % |  | Tom Thumb        |  | Gap, Williams Sonoma                                                                                      
|Prestonbrook                            |  | 1998         |  | 1998                   |  | 91,274                  |  | 100.0             | % |  | Kroger           |  |                                                                                                          



9



---

##### Table of Contents

##### Index to Financial Statements

|                               |  |              |  |                        |  |                         |  |                   |   |  |                         |  |                                                                        
|------------------------------ |  | ------------ |  | ---------------------- |  | ----------------------- |  | ----------------- | - |  | ----------------------- |  | -----------------------------------------------------------------------
|Property Name                  |  | YearAcquired |  | Year Con- structed (1) |  | GrossLeasableArea (GLA) |  | PercentLeased (2) |   |  | Grocery Anchor          |  | Drug Store & OtherAnchors > 10,000 Sq Ft                               
|TEXAS (continued)              |  |              |  |                        |  |                         |  |                   |   |  |                         |  |                                                                        
|                               |  |              |  |                        |  |                        
|Dallas / Ft. Worth (continued) |  |              |  |                        |  |                         |  |                   |   |  |                         |  |                                                                        
|Prestonwood Park               |  | 1999         |  | 1999                   |  | 101,024                 |  | 76.4              | % |  | Albertsons (4)         |  |                                                                       
|Rockwall (3)                   |  | 2002         |  | 2004                   |  | 65,644                  |  | 0.0               | % |  | Tom Thumb (4)           |  | Walgreens                                                              
|Shiloh Springs                 |  | 1998         |  | 1998                   |  | 110,040                 |  | 100.0             | % |  | Kroger                  |  |                                                                       
|Signature Plaza (3)            |  | 2003         |  | 2004                   |  | 28,874                  |  | 83.2              | % |  | Kroger (4)              |  |                                                                       
|Trophy Club                    |  | 1999         |  | 1999                   |  | 106,607                 |  | 85.3              | % |  | Tom Thumb               |  | Walgreens                                                              
|Valley Ranch Centre            |  | 1999         |  | 1997                   |  | 117,187                 |  | 87.3              | % |  | Tom Thumb               |  |                                                                       
|                               |  |              |  |                        |  |                        
|Houston                        |  |              |  |                        |  |                         |  |                   |   |  |                         |  |                                                                        
|Alden Bridge                   |  | 2002         |  | 1998                   |  | 138,953                 |  | 96.5              | % |  | Kroger                  |  | Walgreens                                                              
|Atascocita Center (3)          |  | 2002         |  | 2003                   |  | 94,180                  |  | 80.3              | % |  | Kroger (4)              |  |                                                                       
|Champions Forest               |  | 1999         |  | 1983                   |  | 115,247                 |  | 88.0              | % |  | Randalls Food          |  | Eklektik Interiors                                                     
|Cochrans Crossing             |  | 2002         |  | 1994                   |  | 138,192                 |  | 100.0             | % |  | Kroger                  |  | CVS                                                                    
|Fort Bend Center               |  | 2000         |  | 2000                   |  | 30,164                  |  | 79.0              | % |  | Kroger (4)              |  |                                                                       
|Indian Springs Center (3) (5)  |  | 2002         |  | 2003                   |  | 135,757                 |  | 92.4              | % |  | H.E.B.                  |  |                                                                       
|Kleinwood Center (3)           |  | 2002         |  | 2003                   |  | 152,886                 |  | 84.8              | % |  | H.E.B.                  |  | Walgreens                                                              
|Panther Creek                  |  | 2002         |  | 1994                   |  | 165,560                 |  | 95.4              | % |  | Randalls Food          |  | CVS, Sears Paint & Hardware                                            
|Spring West Center (3)         |  | 2003         |  | 2004                   |  | 144,060                 |  | 77.8              | % |  | H.E.B.                  |  |                                                                       
|Sterling Ridge                 |  | 2002         |  | 2000                   |  | 128,643                 |  | 100.0             | % |  | Kroger                  |  | CVS                                                                    
|Sweetwater Plaza (5)           |  | 2001         |  | 2000                   |  | 134,045                 |  | 100.0             | % |  | Kroger                  |  | Walgreens                                                              
|                               |  |              |  |                        |  |                         |  |                   |   |  |                         |  |                                                                        
|Subtotal/Weighted Average (TX) |  |              |  |                        |  | 3,968,940               |  | 89.3              | % |  |                         |  |                                                                        
|                               |  |              |  |                        |  |                         |  |                   |   |  |                         |  |                                                                        
|GEORGIA                        |  |              |  |                        |  |                         |  |                   |   |  |                         |  |                                                                        
|                               |  |              |  |                        |  |                        
|Atlanta                        |  |              |  |                        |  |                         |  |                   |   |  |                         |  |                                                                        
|Ashford Place                  |  | 1997         |  | 1993                   |  | 53,450                  |  | 100.0             | % |  |                        |  |                                                                       
|Bethesda Walk (5)              |  | 2004         |  | 2003                   |  | 68,271                  |  | 100.0             | % |  | Publix                  |  |                                                                       
|Braelinn Village (5)           |  | 2004         |  | 1991                   |  | 226,522                 |  | 98.8              | % |  | Kroger                  |  | K-Mart                                                                 
|Briarcliff La Vista            |  | 1997         |  | 1962                   |  | 39,203                  |  | 100.0             | % |  |                        |  | Michaels                                                               
|Briarcliff Village             |  | 1997         |  | 1990                   |  | 187,156                 |  | 98.9              | % |  | Publix                  |  | La-Z-Boy Furniture Galleries, Office Depot, Party City, Petco, TJ Maxx 
|Brookwood Village (5)          |  | 2004         |  | 2000                   |  | 28,774                  |  | 100.0             | % |  |                        |  | CVS                                                                    
|Buckhead Court                 |  | 1997         |  | 1984                   |  | 55,235                  |  | 83.8              | % |  |                        |  |                                                                       
|Buckhead Crossing (5)          |  | 2004         |  | 1989                   |  | 221,874                 |  | 100.0             | % |  |                        |  | Office Depot, HomeGoods, Marshalls, Michaels, Hancock Fabricks, Ross  
|Cambridge Square Shopping Ctr  |  | 1996         |  | 1979                   |  | 71,475                  |  | 100.0             | % |  | Kroger                  |  |                                                                       
|Cobb Center (5)                |  | 2004         |  | 1996                   |  | 69,548                  |  | 100.0             | % |  | Publix                  |  |                                                                       
|Coweta Crossing (5)            |  | 2004         |  | 1994                   |  | 68,489                  |  | 100.0             | % |  | Publix                  |  |                                                                       
|Cromwell Square                |  | 1997         |  | 1990                   |  | 70,282                  |  | 96.4              | % |  |                        |  | CVS, Hancock Fabrics, Havertys, Lakewood Antiques                     
|Cumming 400                    |  | 1997         |  | 1994                   |  | 126,900                 |  | 95.9              | % |  | Publix                  |  | Big Lots                                                               
|Delk Spectrum                  |  | 1998         |  | 1991                   |  | 100,539                 |  | 96.8              | % |  | Publix                  |  |                                                                       
|Dunwoody Hall                  |  | 1997         |  | 1986                   |  | 89,351                  |  | 99.1              | % |  | Publix                  |  | Jean Coutou                                                            
|Dunwoody Village               |  | 1997         |  | 1975                   |  | 120,598                 |  | 87.4              | % |  | Fresh Market            |  | Walgreens, Dunwoody Prep                                               
|Howell Mill Village (5)        |  | 2004         |  | 1984                   |  | 97,990                  |  | 98.7              | % |  | Save Rite Grocery Store |  | Jean Coutou                                                            
|Killian Hill Center (5)        |  | 2000         |  | 2000                   |  | 113,216                 |  | 97.5              | % |  | Publix                  |  |                                                                       
|Lindbergh Crossing (5)         |  | 2004         |  | 1998                   |  | 27,059                  |  | 100.0             | % |  |                        |  | CVS                                                                    
|Loehmanns Plaza Georgia        |  | 1997         |  | 1986                   |  | 137,601                 |  | 93.2              | % |  |                        |  | Jean Coutou                                                            
|Memorial Bend Shopping Center  |  | 1997         |  | 1995                   |  | 177,283                 |  | 95.0              | % |  | Publix                  |  | Hollywood Video, TJ Maxx                                               
|Northlake Promenade (5)        |  | 2004         |  | 1986                   |  | 25,394                  |  | 100.0             | % |  |                        |  |                                                                       
|Orchard Square (5)             |  | 1995         |  | 1987                   |  | 93,222                  |  | 94.9              | % |  | Publix                  |  | Harbor Freight Tools, Remax Elite                                      
|Paces Ferry Plaza              |  | 1997         |  | 1987                   |  | 61,696                  |  | 100.0             | % |  |                        |  | Harry Norman Realtors                                                  
|Peachtree Parkway Plaza (5)    |  | 2004         |  | 2001                   |  | 95,509                  |  | 96.9              | % |  | Winn-Dixie              |  | Jean Coutou                                                            
|Powers Ferry Kroger (5)        |  | 2004         |  | 1983                   |  | 45,528                  |  | 100.0             | % |  | Kroger                  |  |                                                                       
|Powers Ferry Square            |  | 1997         |  | 1987                   |  | 97,706                  |  | 92.6              | % |  |                        |  | CVS, Pearl Arts & Crafts                                               
|Powers Ferry Village           |  | 1997         |  | 1994                   |  | 78,996                  |  | 99.9              | % |  | Publix                  |  | CVS, Mardi Gras                                                        
|Publix Plaza (5)               |  | 2004         |  | 1995                   |  | 60,425                  |  | 100.0             | % |  | Publix                  |  |                                                                       
|Rivermont Station              |  | 1997         |  | 1996                   |  | 90,267                  |  | 100.0             | % |  | Kroger                  |  |                                                                       
|Rose Creek (5)                 |  | 2004         |  | 1993                   |  | 69,790                  |  | 98.1              | % |  | Publix                  |  |                                                                       
|Roswell Crossing (5)           |  | 2004         |  | 1999                   |  | 201,979                 |  | 96.2              | % |  |                        |  | PetsMart, Office Max, Pike Nurseries, Party City, Walgreens, LA Fitness
|Russell Ridge                  |  | 1994         |  | 1995                   |  | 98,559                  |  | 98.8              | % |  | Kroger                  |  |                                                                       
|Thomas Crossroads (5)          |  | 2004         |  | 1995                   |  | 84,928                  |  | 100.0             | % |  | Kroger                  |  |                                                                       
|Trowbridge Crossing (5)        |  | 2004         |  | 1998                   |  | 62,558                  |  | 100.0             | % |  | Publix                  |  |                                                                       
|Woodstock Crossing (5)         |  | 2004         |  | 1994                   |  | 66,122                  |  | 100.0             | % |  | Kroger                  |  |                                                                       
|                               |  |              |  |                        |  |                         |  |                   |   |  |                         |  |                                                                        
|Subtotal/Weighted Average (GA) |  |              |  |                        |  | 3,383,495               |  | 97.4              | % |  |                         |  |                                                                        
|                               |  |              |  |                        |  |                         |  |                   |   |  |                         |  |                                                                        
|NORTH CAROLINA                 |  |              |  |                        |  |                         |  |                   |   |  |                         |  |                                                                        
|                               |  |              |  |                        |  |                        
|Charlotte                      |  |              |  |                        |  |                         |  |                   |   |  |                         |  |                                                                        
|Carmel Commons                 |  | 1997         |  | 1979                   |  | 132,651                 |  | 98.9              | % |  | Fresh Market            |  | CVS, Chuck E. Cheese, Party City, Mighty Dollar                        
|Union Square Shopping Center   |  | 1996         |  | 1989                   |  | 97,191                  |  | 91.3              | % |  | Harris Teeter           |  | Walgreens, Consolidated Theaters                                       
|                               |  |              |  |                        |  |                        
|Greensboro                     |  |              |  |                        |  |                         |  |                   |   |  |                         |  |                                                                        
|Kernersville Plaza             |  | 1998         |  | 1997                   |  | 72,590                  |  | 100.0             | % |  | Harris Teeter           |  |                                                                       



10



---

##### Table of Contents

##### Index to Financial Statements

|                                 |  |              |  |                        |  |                         |  |                   |   |  |                             |  |                                                                                                                                 
|-------------------------------- |  | ------------ |  | ---------------------- |  | ----------------------- |  | ----------------- | - |  | --------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------
|Property Name                    |  | YearAcquired |  | Year Con- structed (1) |  | GrossLeasableArea (GLA) |  | PercentLeased (2) |   |  | Grocery Anchor              |  | Drug Store & OtherAnchors > 10,000 Sq Ft                                                                                        
|NORTH CAROLINA (continued)       |  |              |  |                        |  |                         |  |                   |   |  |                             |  |                                                                                                                                 
|                                 |  |              |  |                        |  |                        
|Raleigh / Durham                 |  |              |  |                        |  |                         |  |                   |   |  |                             |  |                                                                                                                                 
|Bent Tree Plaza (5)              |  | 1998         |  | 1994                   |  | 79,503                  |  | 98.5              | % |  | Kroger                      |  |                                                                                                                                
|Cameron Village (5)              |  | 2004         |  | 1949                   |  | 629,994                 |  | 86.6              | % |  | Harris Teeter, Fresh Market |  | CVS, Talbots, Wake County Public Library, Great Outdoor Provision Co., Blockbuster Video, York Properties, Carolina Antique Mall
|Fuquay Crossing (5)              |  | 2004         |  | 2002                   |  | 124,774                 |  | 100.0             | % |  | Kroger                      |  | Golds Gym, Dollar Tree                                                                                                         
|Garner                           |  | 1998         |  | 1998                   |  | 221,776                 |  | 98.9              | % |  | Kroger                      |  | Office Max, Petsmart, Shoe Carnival, Target (4), United Artist Theater, Home Depot                                              
|Glenwood Village                 |  | 1997         |  | 1983                   |  | 42,864                  |  | 100.0             | % |  | Harris Teeter               |  |                                                                                                                                
|Greystone Village (5)            |  | 2004         |  | 1986                   |  | 85,665                  |  | 100.0             | % |  | Food Lion                   |  | Jean Coutou                                                                                                                     
|Lake Pine Plaza                  |  | 1998         |  | 1997                   |  | 87,691                  |  | 93.6              | % |  | Kroger                      |  |                                                                                                                                
|Maynard Crossing                 |  | 1998         |  | 1997                   |  | 122,782                 |  | 97.8              | % |  | Kroger                      |  |                                                                                                                                
|Southpoint Crossing              |  | 1998         |  | 1998                   |  | 103,128                 |  | 97.3              | % |  | Kroger                      |  |                                                                                                                                
|Woodcroft Shopping Center        |  | 1996         |  | 1984                   |  | 89,835                  |  | 98.7              | % |  | Food Lion                   |  | True Value Hardware                                                                                                             
|                                 |  |              |  |                        |  |                         |  |                   |   |  |                             |  |                                                                                                                                 
|Subtotal/Weighted Average (NC)   |  |              |  |                        |  | 1,890,444               |  | 94.2              | % |  |                             |  |                                                                                                                                 
|                                 |  |              |  |                        |  |                         |  |                   |   |  |                             |  |                                                                                                                                 
|OHIO                             |  |              |  |                        |  |                         |  |                   |   |  |                             |  |                                                                                                                                 
|                                 |  |              |  |                        |  |                        
|Cincinnati                       |  |              |  |                        |  |                         |  |                   |   |  |                             |  |                                                                                                                                 
|Beckett Commons                  |  | 1998         |  | 1995                   |  | 121,498                 |  | 99.5              | % |  | Kroger                      |  | Stein Mart                                                                                                                      
|Cherry Grove                     |  | 1998         |  | 1997                   |  | 195,497                 |  | 91.3              | % |  | Kroger                      |  | Hancock Fabrics, Shoe Carnival, TJ Maxx                                                                                         
|Hyde Park                        |  | 1997         |  | 1995                   |  | 397,893                 |  | 98.9              | % |  | Kroger/Thriftway            |  | Walgreens, Barnes & Noble, Jo-Ann Fabrics, Famous Footwear, Michaels, Staples                                                   
|Regency Commons (3)              |  | 2004         |  | 2004                   |  | 30,654                  |  | 31.6              | % |  |                            |  |                                                                                                                                
|Regency Milford Center (5)       |  | 2001         |  | 2001                   |  | 108,903                 |  | 96.1              | % |  | Kroger                      |  | CVS                                                                                                                             
|Shoppes at Mason                 |  | 1998         |  | 1997                   |  | 80,800                  |  | 100.0             | % |  | Kroger                      |  |                                                                                                                                
|Westchester Plaza                |  | 1998         |  | 1988                   |  | 88,182                  |  | 100.0             | % |  | Kroger                      |  |                                                                                                                                
|                                 |  |              |  |                        |  |                        
|Columbus                         |  |              |  |                        |  |                         |  |                   |   |  |                             |  |                                                                                                                                 
|East Pointe                      |  | 1998         |  | 1993                   |  | 86,503                  |  | 100.0             | % |  | Kroger                      |  |                                                                                                                                
|Kingsdale Shopping Center        |  | 1997         |  | 1999                   |  | 268,970                 |  | 60.9              | % |  | Giant Eagle                 |  |                                                                                                                                
|Kroger New Albany Center         |  | 1999         |  | 1999                   |  | 91,722                  |  | 100.0             | % |  | Kroger                      |  |                                                                                                                                
|Maxtown Road (Northgate)         |  | 1998         |  | 1996                   |  | 85,100                  |  | 100.0             | % |  | Kroger                      |  | Home Depot                                                                                                                      
|Park Place Shopping Center       |  | 1998         |  | 1988                   |  | 106,834                 |  | 33.3              | % |  |                            |  |                                                                                                                                
|Windmiller Plaza Phase I         |  | 1998         |  | 1997                   |  | 120,362                 |  | 97.9              | % |  | Kroger                      |  | Sears Orchard                                                                                                                   
|Worthington Park Centre          |  | 1998         |  | 1991                   |  | 93,095                  |  | 94.2              | % |  | Kroger                      |  | Dollar Tree                                                                                                                     
|                                 |  |              |  |                        |  |                         |  |                   |   |  |                             |  |                                                                                                                                 
|Subtotal/Weighted Average (OH)   |  |              |  |                        |  | 1,876,013               |  | 87.7              | % |  |                             |  |                                                                                                                                 
|                                 |  |              |  |                        |  |                         |  |                   |   |  |                             |  |                                                                                                                                 
|COLORADO                         |  |              |  |                        |  |                         |  |                   |   |  |                             |  |                                                                                                                                 
|                                 |  |              |  |                        |  |                        
|Colorado Springs                 |  |              |  |                        |  |                         |  |                   |   |  |                             |  |                                                                                                                                 
|Cheyenne Meadows (5)             |  | 1998         |  | 1998                   |  | 89,893                  |  | 100.0             | % |  | King Soopers                |  |                                                                                                                                
|Monument Jackson Creek           |  | 1998         |  | 1999                   |  | 85,263                  |  | 100.0             | % |  | King Soopers                |  |                                                                                                                                
|Woodmen Plaza                    |  | 1998         |  | 1998                   |  | 104,558                 |  | 100.0             | % |  | King Soopers                |  |                                                                                                                                
|                                 |  |              |  |                        |  |                        
|Denver                           |  |              |  |                        |  |                         |  |                   |   |  |                             |  |                                                                                                                                 
|Belleview Square Shopping Center |  | 2004         |  | 1978                   |  | 117,085                 |  | 100.0             | % |  | King Soopers                |  |                                                                                                                                
|Boulevard Center                 |  | 1999         |  | 1986                   |  | 88,511                  |  | 96.3              | % |  | Safeway (4)                 |  | One Hour Optical                                                                                                                
|Buckley Square                   |  | 1999         |  | 1978                   |  | 111,146                 |  | 98.2              | % |  | King Soopers                |  | True Value Hardware                                                                                                             
|Centerplace of Greeley (5)       |  | 2002         |  | 2003                   |  | 148,575                 |  | 97.6              | % |  | Safeway                     |  | Target (4), Ross Dress For Less, Famous Footwear                                                                                
|Crossroads Commons (5)           |  | 2001         |  | 1986                   |  | 144,288                 |  | 98.9              | % |  | Whole Foods                 |  | Barnes & Noble, Mann Theatres                                                                                                   
|Hilltop Village                  |  | 2002         |  | 2003                   |  | 100,028                 |  | 94.5              | % |  | King Soopers                |  |                                                                                                                                
|Leetsdale Marketplace            |  | 1999         |  | 1993                   |  | 119,916                 |  | 96.7              | % |  | Safeway                     |  |                                                                                                                                
|Littleton Square                 |  | 1999         |  | 1997                   |  | 94,257                  |  | 99.0              | % |  | King Soopers                |  | Walgreens                                                                                                                       
|Lloyd King Center                |  | 1998         |  | 1998                   |  | 83,326                  |  | 100.0             | % |  | King Soopers                |  |                                                                                                                                
|New Windsor Marketplace (3)      |  | 2002         |  | 2003                   |  | 95,877                  |  | 89.2              | % |  | King Soopers                |  |                                                                                                                                
|Stroh Ranch                      |  | 1998         |  | 1998                   |  | 93,436                  |  | 100.0             | % |  | King Soopers                |  |                                                                                                                                
|Willow Creek Center (5)          |  | 2001         |  | 1985                   |  | 162,896                 |  | 98.8              | % |  | Safeway                     |  | Family Fitness Centers, Terris Consign & Design                                                                                
|                                 |  |              |  |                        |  |                         |  |                   |   |  |                             |  |                                                                                                                                 
|Subtotal/Weighted Average (CO)   |  |              |  |                        |  | 1,639,055               |  | 98.0              | % |  |                             |  |                                                                                                                                 
|                                 |  |              |  |                        |  |                         |  |                   |   |  |                             |  |                                                                                                                                 
|VIRGINIA                         |  |              |  |                        |  |                         |  |                   |   |  |                             |  |                                                                                                                                 
|                                 |  |              |  |                        |  |                        
|Washington DC                    |  |              |  |                        |  |                         |  |                   |   |  |                             |  |                                                                                                                                 
|Ashburn Farm Market Center       |  | 2000         |  | 2000                   |  | 91,905                  |  | 100.0             | % |  | Giant                       |  |                                                                                                                                
|Braemar Shopping Center (5)      |  | 2004         |  | 2004                   |  | 96,439                  |  | 96.8              | % |  | Safeway                     |  |                                                                                                                                
|Cheshire Station                 |  | 2000         |  | 2000                   |  | 97,156                  |  | 100.0             | % |  | Safeway                     |  | Petco                                                                                                                           
|Fortuna (3)                      |  | 2004         |  | 2004                   |  | 108,582                 |  | 70.4              | % |  | Shoppers Food Warehouse     |  | Target (4)                                                                                                                      
|Signal Hill (3)                  |  | 2003         |  | 2004                   |  | 109,200                 |  | 93.0              | % |  | Shoppers Food Warehouse     |  |                                                                                                                                
|Somerset Crossing (5)            |  | 2002         |  | 2002                   |  | 104,128                 |  | 100.0             | % |  | Shoppers Food Warehouse     |  |                                                                                                                                
|Tall Oaks Village Center         |  | 2002         |  | 1998                   |  | 71,953                  |  | 100.0             | % |  | Giant                       |  |                                                                                                                                
|The Market at Opitz Crossing     |  | 2003         |  | 2003                   |  | 149,810                 |  | 100.0             | % |  | Safeway                     |  | Boat U.S., USA Discounters                                                                                                      
|Village Center at Dulles (5)     |  | 2002         |  | 1991                   |  | 298,601                 |  | 99.3              | % |  | Shoppers Food Warehouse     |  | CVS, Advance Auto Parts, Chuck E. Cheese, Golds Gym, Petco, Staples, The Thrift Store                                          



11



---

##### Table of Contents

##### Index to Financial Statements

|                                   |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|---------------------------------- |  | ------------ |  | --------------------- |  | ----------------------- |  | ----------------- | - |  | -------------- |  | -----------------------------------------------------------------------------------------
|Property Name                      |  | YearAcquired |  | Year Con-structed (1) |  | GrossLeasableArea (GLA) |  | PercentLeased (2) |   |  | Grocery Anchor |  | Drug Store & OtherAnchors > 10,000 Sq Ft                                                 
|VIRGINIA (continued)               |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|                                   |  |              |  |                       |  |                        
|Other Virginia                     |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|Brookville Plaza (5)               |  | 1998         |  | 1991                  |  | 63,665                  |  | 98.1              | % |  | Kroger         |  |                                                                                         
|Hollymead Town Center (3)          |  | 2003         |  | 2004                  |  | 163,225                 |  | 48.8              | % |  | Harris Teeter  |  | Target (4)                                                                               
|Statler Square Phase I             |  | 1998         |  | 1996                  |  | 133,660                 |  | 97.9              | % |  | Kroger         |  | Staples                                                                                  
|                                   |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|Subtotal/Weighted Average (VA)     |  |              |  |                       |  | 1,488,324               |  | 91.1              | % |  |                |  |                                                                                          
|                                   |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|ILLINIOS                           |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|                                   |  |              |  |                       |  |                        
|Chicago                            |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|Baker Hill Center (5)              |  | 2004         |  | 1998                  |  | 135,285                 |  | 99.1              | % |  | Dominicks      |  |                                                                                         
|Deer Grove Center (5)              |  | 2004         |  | 1996                  |  | 209,449                 |  | 98.6              | % |  | Dominicks      |  | Target (4), Linens N Things, Michaels, Staples, Petco, Factory Card Outlet, Dress Barn
|Deer Grove Phase II (3) (5)        |  | 2004         |  | 2004                  |  | 25,107                  |  | 81.2              | % |  |               |  | Staples                                                                                  
|Fox Lake Crossing (5)              |  | 2004         |  | 2002                  |  | 99,072                  |  | 95.5              | % |  | Dominicks      |  |                                                                                         
|Frankfort Crossing Shopping Center |  | 2003         |  | 1992                  |  | 114,534                 |  | 96.0              | % |  | Jewel / OSCO   |  | Ace Hardware                                                                             
|Geneva Crossing (5)                |  | 2004         |  | 1997                  |  | 123,182                 |  | 100.0             | % |  | Dominicks      |  | Johns Christian Stores                                                                  
|Hinsdale                           |  | 1998         |  | 1986                  |  | 178,975                 |  | 100.0             | % |  | Dominicks      |  | Ace Hardware, Murrays Party Time Supplies                                               
|Shorewood Crossing (5)             |  | 2004         |  | 2001                  |  | 87,705                  |  | 100.0             | % |  | Dominicks      |  |                                                                                         
|Stearns Crossing (5)               |  | 2004         |  | 1999                  |  | 96,613                  |  | 100.0             | % |  | Dominicks      |  |                                                                                         
|Westbrook Commons                  |  | 2001         |  | 1984                  |  | 121,502                 |  | 95.1              | % |  | Dominicks      |  |                                                                                         
|                                   |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|Subtotal/Weighted Average (IL)     |  |              |  |                       |  | 1,191,424               |  | 98.0              | % |  |                |  |                                                                                          
|                                   |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|WASHINGTON                         |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|                                   |  |              |  |                       |  |                        
|Seattle                            |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|Cascade Plaza (5)                  |  | 1999         |  | 1999                  |  | 211,072                 |  | 99.4              | % |  | Safeway        |  | Bally Total Fitness, Fashion Bug, Jo-Ann Fabrics, Longs Drug, Ross Dress For Less       
|Inglewood Plaza                    |  | 1999         |  | 1985                  |  | 17,253                  |  | 100.0             | % |  |               |  |                                                                                         
|James Center (5)                   |  | 1999         |  | 1999                  |  | 140,240                 |  | 96.0              | % |  | Fred Myer      |  | Rite Aid                                                                                 
|Pine Lake Village                  |  | 1999         |  | 1989                  |  | 102,953                 |  | 100.0             | % |  | Quality Foods  |  | Rite Aid                                                                                 
|Sammamish Highland                 |  | 1999         |  | 1992                  |  | 101,289                 |  | 100.0             | % |  | Safeway (4)    |  | Bartell Drugs Store, Ace Hardware                                                        
|South Point Plaza                  |  | 1999         |  | 1997                  |  | 190,378                 |  | 100.0             | % |  | Cost Cutters   |  | Rite Aid, Office Depot, Pacific Fabrics, Pep Boys                                        
|Southcenter                        |  | 1999         |  | 1990                  |  | 58,282                  |  | 94.0              | % |  |               |  | Target (4)                                                                               
|Thomas Lake                        |  | 1999         |  | 1998                  |  | 103,872                 |  | 100.0             | % |  | Albertsons    |  | Rite Aid                                                                                 
|                                   |  |              |  |                       |  |                        
|Spokane                            |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|Spokane Valley                     |  | 2003         |  | 2004                  |  | 37,887                  |  | 100.0             | % |  |               |  | Petsmart, Wal-Mart (4)                                                                   
|                                   |  |              |  |                       |  |                        
|Vancouver                          |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|Orchard Market Center (3)          |  | 2002         |  | 2004                  |  | 51,957                  |  | 100.0             | % |  |               |  | Jo-Ann Fabrics, Petco                                                                    
|Padden Parkway Market Center (3)   |  | 2002         |  | 2003                  |  | 83,569                  |  | 80.1              | % |  | Albertsons    |  |                                                                                         
|                                   |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|Subtotal/Weighted Average (WA)     |  |              |  |                       |  | 1,098,752               |  | 97.6              | % |  |                |  |                                                                                          
|                                   |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|OREGON                             |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|                                   |  |              |  |                       |  |                        
|Portland                           |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|Cherry Park Market (5)             |  | 1999         |  | 1997                  |  | 113,518                 |  | 89.1              | % |  | Safeway        |  |                                                                                         
|Hillsboro Market Center (5)        |  | 2000         |  | 2000                  |  | 150,080                 |  | 98.1              | % |  | Albertsons    |  | Petsmart, Marshalls                                                                      
|McMinnville Market Center          |  | 2003         |  | 2003                  |  | 74,400                  |  | 96.8              | % |  | Albertsons    |  |                                                                                         
|Murrayhill Marketplace             |  | 1999         |  | 1988                  |  | 149,215                 |  | 89.9              | % |  | Safeway        |  | Segals Baby News                                                                        
|Sherwood Crossroads                |  | 1999         |  | 1999                  |  | 84,266                  |  | 97.2              | % |  | Safeway        |  |                                                                                         
|Sherwood Market Center             |  | 1999         |  | 1995                  |  | 124,257                 |  | 99.2              | % |  | Albertsons    |  |                                                                                         
|Sunnyside 205                      |  | 1999         |  | 1988                  |  | 52,710                  |  | 100.0             | % |  |               |  |                                                                                         
|Walker Center                      |  | 1999         |  | 1987                  |  | 89,610                  |  | 98.6              | % |  |               |  | Sportmart                                                                                
|                                   |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|Subtotal/Weighted Average (OR)     |  |              |  |                       |  | 838,056                 |  | 95.5              | % |  |                |  |                                                                                          
|                                   |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|TENNEESSEE                         |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|                                   |  |              |  |                       |  |                        
|Knoxville                          |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|Market Place (5)                   |  | 2004         |  | 1988                  |  | 64,000                  |  | 100.0             | % |  | Kroger         |  |                                                                                         
|                                   |  |              |  |                       |  |                        
|Nashville                          |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|Dickson (Hwy 46 & 70)              |  | 1998         |  | 1998                  |  | 10,908                  |  | 100.0             | % |  |               |  | CVS                                                                                      
|Harding Mall (3)                   |  | 2004         |  | 2004                  |  | 198,800                 |  | 1.3               | % |  |               |  | Wal-Mart Supercenter                                                                     
|Harpeth Village Fieldstone         |  | 1997         |  | 1998                  |  | 70,091                  |  | 100.0             | % |  | Publix         |  |                                                                                         
|Nashboro                           |  | 1998         |  | 1998                  |  | 86,811                  |  | 98.4              | % |  | Kroger         |  | Walgreens                                                                                
|Northlake Village I & II           |  | 2000         |  | 1988                  |  | 151,629                 |  | 94.1              | % |  | Kroger         |  | CVS, Outside Nursery Space, Petco                                                        
|Peartree Village                   |  | 1997         |  | 1997                  |  | 114,795                 |  | 100.0             | % |  | Harris Teeter  |  | Jean Coutou, Office Max                                                                  
|                                   |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          
|Subtotal/Weighted Average (TN)     |  |              |  |                       |  | 697,034                 |  | 70.4              | % |  |                |  |                                                                                          
|                                   |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                          



12



---

##### Table of Contents

##### Index to Financial Statements

|                                       |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|-------------------------------------- |  | ------------ |  | --------------------- |  | ----------------------- |  | ----------------- | - |  | -------------- |  | ---------------------------------------------------------------------------------------------------------------
|Property Name                          |  | YearAcquired |  | Year Con-structed (1) |  | GrossLeasableArea (GLA) |  | PercentLeased (2) |   |  | Grocery Anchor |  | Drug Store & Other Anchors > 10,000 Sq Ft                                                                      
|ARIZONA                                |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|                                       |  |              |  |                       |  |                        
|Phoenix                                |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|Anthem Marketplace                     |  | 2003         |  | 2000                  |  | 113,292                 |  | 98.9              | % |  | Safeway        |  |                                                                                                               
|Palm Valley Marketplace (5)            |  | 2001         |  | 1999                  |  | 107,647                 |  | 100.0             | % |  | Safeway        |  |                                                                                                               
|Paseo Village                          |  | 1999         |  | 1998                  |  | 92,399                  |  | 59.1              | % |  |               |  | Walgreens                                                                                                      
|Pima Crossing                          |  | 1999         |  | 1996                  |  | 239,438                 |  | 100.0             | % |  |               |  | Bally Total Fitness, Chez Antiques, E & J Designer Shoe Outlet, Paddock Pools Store, Pier 1 Imports, Stein Mart
|The Shops                              |  | 2003         |  | 2000                  |  | 35,710                  |  | 95.5              | % |  |               |  | Ace Hardware                                                                                                   
|                                       |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|Subtotal/Weighted Average (AZ)         |  |              |  |                       |  | 588,486                 |  | 93.1              | % |  |                |  |                                                                                                                
|                                       |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|SOUTH CAROLINA                         |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|                                       |  |              |  |                       |  |                        
|Charleston                             |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|Merchants Village (5)                  |  | 1997         |  | 1997                  |  | 79,724                  |  | 100.0             | % |  | Publix         |  |                                                                                                               
|Queensborough (5)                      |  | 1998         |  | 1993                  |  | 82,333                  |  | 100.0             | % |  | Publix         |  |                                                                                                               
|                                       |  |              |  |                       |  |                        
|Columbia                               |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|Murray Landing                         |  | 2002         |  | 2003                  |  | 64,441                  |  | 89.5              | % |  | Publix         |  |                                                                                                               
|North Pointe (5)                       |  | 2004         |  | 1996                  |  | 64,257                  |  | 100.0             | % |  | Publix         |  |                                                                                                               
|Rosewood Shopping Center (5)           |  | 2001         |  | 2001                  |  | 36,887                  |  | 100.0             | % |  | Publix         |  |                                                                                                               
|                                       |  |              |  |                       |  |                        
|Greenville                             |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|Fairview Market (5)                    |  | 2004         |  | 1998                  |  | 53,888                  |  | 97.4              | % |  | Publix         |  |                                                                                                               
|Pelham Commons (3)                     |  | 2002         |  | 2003                  |  | 76,541                  |  | 82.6              | % |  | Publix         |  |                                                                                                               
|Poplar Springs (5)                     |  | 2004         |  | 1995                  |  | 64,038                  |  | 98.2              | % |  | Publix         |  |                                                                                                               
|                                       |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|Subtotal/Weighted Average (SC)         |  |              |  |                       |  | 522,109                 |  | 95.7              | % |  |                |  |                                                                                                                
|                                       |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|MICHIGAN                               |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|Fenton Marketplace                     |  | 1999         |  | 1999                  |  | 97,224                  |  | 97.1              | % |  | Farmer Jack    |  | Michaels                                                                                                       
|Independence Square (3)                |  | 2003         |  | 2004                  |  | 89,083                  |  | 91.8              | % |  | Kroger         |  |                                                                                                               
|Lakeshore                              |  | 1998         |  | 1996                  |  | 85,940                  |  | 85.0              | % |  | Kroger         |  | Rite Aid                                                                                                       
|Waterford Towne Center                 |  | 1998         |  | 1998                  |  | 96,101                  |  | 98.5              | % |  | Kroger         |  |                                                                                                               
|                                       |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|Subtotal/Weighted Average (MI)         |  |              |  |                       |  | 368,348                 |  | 93.4              | % |  |                |  |                                                                                                                
|                                       |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|MARYLAND                               |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|Clinton Park (5)                       |  | 2003         |  | 2003                  |  | 206,050                 |  | 90.4              | % |  | Giant          |  | K-Mart, GCO Carpet Outlet, Toys R Us                                                                         
|King Farm Village Center (5)           |  | 2004         |  | 2001                  |  | 120,588                 |  | 100.0             | % |  | Safeway        |  |                                                                                                               
|                                       |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|Subtotal/Weighted Average (MD)         |  |              |  |                       |  | 326,638                 |  | 93.9              | % |  |                |  |                                                                                                                
|                                       |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|ALABAMA                                |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|Southgate Village Shopping Ctr (5)     |  | 2001         |  | 1988                  |  | 75,092                  |  | 100.0             | % |  | Publix         |  | Pet Supplies Plus                                                                                              
|Trace Crossing                         |  | 2001         |  | 2002                  |  | 74,130                  |  | 95.2              | % |  | Publix         |  |                                                                                                               
|Valleydale Village Shop Center (3) (5) |  | 2002         |  | 2003                  |  | 118,466                 |  | 66.7              | % |  | Publix         |  |                                                                                                               
|Village in Trussville                  |  | 1993         |  | 1987                  |  | 56,356                  |  | 100.0             | % |  | Brunos        |  | CVS                                                                                                            
|                                       |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|Subtotal/Weighted Average (AL)         |  |              |  |                       |  | 324,044                 |  | 86.7              | % |  |                |  |                                                                                                                
|                                       |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|KENTUCKY                               |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|Franklin Square (5)                    |  | 1998         |  | 1988                  |  | 203,318                 |  | 97.0              | % |  | Kroger         |  | Rite Aid, Chakeres Theatre, JC Penney, Office Depot                                                            
|Silverlake (5)                         |  | 1998         |  | 1988                  |  | 99,352                  |  | 98.5              | % |  | Kroger         |  |                                                                                                               
|                                       |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|Subtotal/Weighted Average (KY)         |  |              |  |                       |  | 302,670                 |  | 97.5              | % |  |                |  |                                                                                                                
|                                       |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|DELAWARE                               |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|Pike Creek                             |  | 1998         |  | 1981                  |  | 229,510                 |  | 99.9              | % |  | Acme Markets   |  | Jean Coutou, K-Mart                                                                                            
|White OakDover DE                     |  | 2000         |  | 2000                  |  | 10,908                  |  | 100.0             | % |  |               |  | Jean Coutou                                                                                                    
|                                       |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|Subtotal/Weighted Average (DE)         |  |              |  |                       |  | 240,418                 |  | 99.9              | % |  |                |  |                                                                                                                
|                                       |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|PENNSYLVANIA                           |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|Gateway Shopping Center                |  | 2004         |  | 1960                  |  | 219,697                 |  | 100.0             | % |  | Trader Joes   |  | Gateway Pharmacy, Staples, TJ Maxx, Famous Footwear, Valley Forge Brewery, JoAnn Fabrics                       
|Hershey                                |  | 2000         |  | 2000                  |  | 6,000                   |  | 100.0             | % |  |               |  |                                                                                                               
|                                       |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|Subtotal/Weighted Average (PA)         |  |              |  |                       |  | 225,697                 |  | 100.0             | % |  |                |  |                                                                                                                
|                                       |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|NEW HAMPSHIRE                          |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|Amherst Street Village Center (3)      |  | 2004         |  | 2004                  |  | 47,720                  |  | 31.1              | % |  |               |  | Petsmart                                                                                                       
|Merrimack Shopping Center (3)          |  | 2004         |  | 2004                  |  | 90,768                  |  | 60.0              | % |  | Shaws         |  |                                                                                                               
|                                       |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                
|Subtotal/Weighted Average (NH)         |  |              |  |                       |  | 138,488                 |  | 50.0              | % |  |                |  |                                                                                                                
|                                       |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                                                                                                



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##### Index to Financial Statements

|                                   |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                         
|---------------------------------- |  | ------------ |  | --------------------- |  | ----------------------- |  | ----------------- | - |  | -------------- |  | ----------------------------------------
|Property Name                      |  | YearAcquired |  | Year Con-structed (1) |  | GrossLeasableArea (GLA) |  | PercentLeased (2) |   |  | Grocery Anchor |  | Drug Store & OtherAnchors > 10,000 Sq Ft
|NEVADA                             |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                         
|Athem Highland Shopping Center (3) |  | 2004         |  | 2004                  |  | 118,495                 |  | 45.5              | % |  | Albertsons    |  |                                        
|                                   |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                         
|Subtotal/Weighted Average (NV)     |  |              |  |                       |  | 118,495                 |  | 45.5              | % |  |                |  |                                         
|                                   |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                         
|INDIANA                            |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                         
|I-65 County Line Road (3)          |  | 2004         |  | 2004                  |  | 90,340                  |  | 69.2              | % |  |               |  | Gander Mountain, Wal-Mart               
|                                   |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                         
|Subtotal/Weighted Average (IN)     |  |              |  |                       |  | 90,340                  |  | 69.2              | % |  |                |  |                                         
|                                   |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                         
|Total Weighted Average             |  |              |  |                       |  | 33,815,970              |  | 92.7              | % |  |                |  |                                         
|                                   |  |              |  |                       |  |                         |  |                   |   |  |                |  |                                         

---

|(1) | Or latest renovation.
|--- | ---------------------

|(2) | Includes development properties. If development properties are excluded, the total percentage leased would be 95.4% for Company shopping centers.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Property under development or redevelopment.
|--- | --------------------------------------------

|(4) | Tenant owns its own building.
|--- | -----------------------------

|(5) | Owned by a partnership with outside investors in which the Partnership or an affiliate is the general partner.
|--- | --------------------------------------------------------------------------------------------------------------



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##### Index to Financial Statements

Item 3. 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 4. Submission of Matters to a Vote of Security Holders



No matters were submitted for stockholder vote during the fourth quarter of 2004.



PART II



Item 5. Market for the Registrants Common Equity and Related Shareholder Matters



There is no established public trading market for the units of partnership interest in the Partnership (Units), and Units may be transferred
only with the consent of the general partner as provided in the Fourth Amended and Restated Agreement of Limited Partnership (the Partnership Agreement). As of December 31, 2004 there were approximately 40 holders of record in the
aggregate of Original Limited Partnership Units, Additional Units and Series D, E and F Preferred Units, determined in accordance with Rule 12g5-1 under the Securities Exchange Act of 1934, as amended. To the Partnerships knowledge, there have
been no bids for the Units and, accordingly, there is no available information with respect to the high and low quotation of the Units for any quarter since Regency became the general partner of the Partnership. Regency directly or indirectly
through a subsidiary holds 98% of the Common Units. Each outstanding Unit other than the Units held directly or indirectly by Regency and the Series D, E and F Preferred Units which are convertible into Regency preferred stock may be exchangeable by
its holder on a one share per one Unit basis, for the common stock of Regency or for cash, at Regencys election.



The Partnership Agreement provides that the Partnership will make priority distributions of Available Cash (as defined in the Partnership Agreement) first
to Series D, E and F Preferred Units on each March 31, June 30, September 30 and December 31 in a distribution amount equal to 7.45%, 8.75% and 8.75% of the original capital contribution per Series D, E and F Preferred Units, respectively. Subject
to the prior right of the holders of Series D, E and F Preferred Units to receive all distributions accumulated on such Units in full, at the time of each distribution to holders of common stock of Regency, distributions of Available Cash will then
be made pro-rata to the holders of common Units, including Regency.



Our common stock is traded on the New York Stock Exchange (NYSE) under the symbol REG. We currently have approximately 18,000 shareholders. The following table sets forth the high and low prices and the cash
dividends declared on our common stock by quarter for 2004 and 2003.



|              |  |           |       |          |       |                       |     |           |       |          |       |                       |    
|------------- |  | --------- | ----- | -------- | ----- | --------------------- | --- | --------- | ----- | -------- | ----- | --------------------- | ---
|              |  | 2004      |       | 2003    
|Quarter Ended |  | HighPrice |       | LowPrice |       | CashDividendsDeclared |     | HighPrice |       | LowPrice |       | CashDividendsDeclared
|March 31      |  | $         | 46.73 |          | 38.90 |                       | .53 |           | 33.53 |          | 30.40 |                       | .52
|June 30       |  |           | 47.35 |          | 34.52 |                       | .53 |           | 35.72 |          | 32.41 |                       | .52
|September 30  |  |           | 47.70 |          | 41.98 |                       | .53 |           | 36.95 |          | 34.09 |                       | .52
|December 31   |  |           | 55.40 |          | 46.03 |                       | .53 |           | 40.43 |          | 35.56 |                       | .52



We intend to pay
regular quarterly distributions to our common stockholders. Future distributions will be declared and paid at the discretion of our Board of Directors, and will depend upon cash generated by operating activities, our financial condition, capital
requirements, annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, and such other factors as our Board of Directors deem relevant. We anticipate that for the foreseeable future, cash available
for distribution will be greater than earnings and profits due to non-cash expenses, primarily depreciation and amortization, to be incurred by us. Distributions by us to the extent of our current and accumulated earnings and profits for federal
income tax purposes will be taxable to stockholders as either ordinary dividend income or capital gain income if so declared by us. Distributions



15



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##### Table of Contents

##### Index to Financial Statements

in excess of earnings and profits generally will be treated as a non-taxable return of capital. Such distributions have the effect of deferring taxation
until the sale of a stockholders common stock. In order to maintain our qualification as a REIT, we must make annual distributions to stockholders of at least 90% of our taxable income. Under certain circumstances, which we do not expect to
occur, we could be required to make distributions in excess of cash available for distributions in order to meet such requirements. We currently maintain the Regency Centers Corporation Dividend Reinvestment and Stock Purchase Plan which enables our
stockholders to automatically reinvest distributions, as well as, make voluntary cash payments towards the purchase of additional shares.



Under our loan agreement for our line of credit, distributions may not exceed 95% of Funds from Operations (FFO) based on the immediately
preceding four quarters. FFO is defined in accordance with the NAREIT definition available on their website at www.nareit.com. Also, in the event of any monetary default, we may not make distributions to stockholders.



There were no sales of unregistered securities during the periods covered by
this report other than a total of 69,063 shares issued during 2004 on a one-for-one basis for exchangeable common units of our operating partnership, Regency Centers L.P., pursuant to Section 4(2) of the Securities Act of 1933.



16



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##### Index to Financial Statements

Item 6. Selected Consolidated Financial Data

(in
thousands, except per share data and number of properties)



The following table sets forth Selected Consolidated Financial Data for RCLP on a historical basis for the five years ended December 31, 2004. This information should be read in conjunction with the consolidated financial statements of RCLP
(including the related notes thereto) and Managements Discussion and Analysis of the Financial Condition and Results of Operations, each included elsewhere in this Form 10-K. This historical Selected Consolidated Financial Data has been
derived from the audited consolidated financial statements and restated for discontinued operations.



|                                                         |  |      |           |      |           |      |           |      |           |      |          
|-------------------------------------------------------- |  | ---- | --------- | ---- | --------- | ---- | --------- | ---- | --------- | ---- | ---------
|                                                         |  | 2004 |           | 2003 |           | 2002 |           | 2001 |           | 2000
|Operating Data:                                          |  |      |           |      |           |      |           |      |           |      |          
|Revenues                                                 |  | $    | 391,948   |      | 363,200   |      | 339,810   |      | 307,454   |      | 291,153  
|Operating expenses                                       |  |      | 213,716   |      | 189,368   |      | 169,113   |      | 158,646   |      | 144,548  
|Other expenses (income)                                  |  |      | 42,619    |      | 34,836    |      | 62,134    |      | 39,904    |      | 48,031   
|Minority interests                                       |  |      | 319       |      | 501       |      | 492       |      | 721       |      | 2,632    
|Income from continuing operations                        |  |      | 135,294   |      | 138,495   |      | 108,071   |      | 108,183   |      | 95,942   
|Income from discontinued operations                      |  |      | 23,441    |      | 25,164    |      | 38,725    |      | 28,513    |      | 23,762   
|Net income                                               |  |      | 158,735   |      | 163,659   |      | 146,796   |      | 136,696   |      | 119,704  
|Preferred unit distributions and original issuance costs |  |      | 28,462    |      | 34,001    |      | 33,475    |      | 33,475    |      | 29,601   
|Net income for common unit holders                       |  |      | 130,273   |      | 129,658   |      | 113,321   |      | 103,221   |      | 90,103   
|                                                         |  |      |           |      |          
|Income per common unit - diluted:                        |  |      |           |      |           |      |           |      |           |      |          
|Income from continuing operations                        |  | $    | 1.71      |      | 1.71      |      | 1.20      |      | 1.21      |      | 1.08     
|Net income for common unit holders                       |  | $    | 2.08      |      | 2.12      |      | 1.84      |      | 1.69      |      | 1.49     
|                                                         |  |      |           |      |          
|Balance Sheet Data:                                      |  |      |           |      |           |      |           |      |           |      |          
|Real estate investments before accumulated depreciation  |  | $    | 3,332,671 |      | 3,166,346 |      | 3,094,071 |      | 3,156,831 |      | 2,943,627
|Total assets                                             |  |      | 3,243,824 |      | 3,098,229 |      | 3,068,928 |      | 3,109,314 |      | 3,035,144
|Total debt                                               |  |      | 1,493,090 |      | 1,452,777 |      | 1,333,524 |      | 1,396,721 |      | 1,307,072
|Total liabilities                                        |  |      | 1,610,743 |      | 1,562,530 |      | 1,426,349 |      | 1,478,811 |      | 1,390,796
|General partners capital                                |  |      | 1,304,008 |      | 1,205,803 |      | 1,221,720 |      | 1,219,051 |      | 1,225,415
|                                                         |  |      |           |      |          
|Other Information:                                       |  |      |           |      |           |      |           |      |           |      |          
|Distributions per unit                                   |  | $    | 2.12      |      | 2.08      |      | 2.04      |      | 2.00      |      | 1.92     
|Common units outstanding                                 |  |      | 64,297    |      | 61,227    |      | 61,512    |      | 60,645    |      | 60,048   
|Series A-F Preferred Units outstanding                   |  |      | 1,040     |      | 2,290     |      | 4,640     |      | 4,640     |      | 4,640    
|Combined Basis gross leasable area (GLA)                 |  |      | 33,816    |      | 30,348    |      | 29,483    |      | 29,089    |      | 27,991   
|Combined Basis number of properties owned                |  |      | 291       |      | 265       |      | 262       |      | 272       |      | 261      
|Ratio of earnings to fixed charges                       |  |      | 2.2       |      | 1.9       |      | 1.6       |      | 1.5       |      | 1.5      



17



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##### Index to Financial Statements

Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations



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 located in areas with attractive demographics. Regency owns and operates its shopping centers through its operating partnership, Regency Centers, L.P. (RCLP), in which it currently owns approximately 98% of the 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 $4.5 billion with 291 shopping centers in 23
states, including approximately $1.4 billion in real estate assets composed of 78 shopping centers owned by unconsolidated joint ventures in 17 states. [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 December 31, 2004, our gross leasable area (GLA) on a Combined Basis totaled 33.8 million square feet and was 92.7% leased. The GLA for the Consolidated Properties totaled 24.5 million square feet and
was 91.2% leased. The GLA for the Unconsolidated Properties totaled 9.3 million square feet and was 96.7% 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 neighborhood 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
Regency, which we expect to sustain our growth in earnings per share and increase the value of our portfolio over the long term.



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 Regency 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 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 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



18



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##### Index to Financial Statements

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 is not subject to liability and has no obligations or guarantees 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. 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.



19



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##### Index to Financial Statements

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:



|                               |  |                   |   |  |                   |  
|------------------------------ |  | ----------------- | - |  | ----------------- | -
|                               |  | December 31, 2004 |   |  | December 31, 2003 |  
|Number of Properties (a)       |  | 291               |   |  | 265               |  
|Number of Properties (b)       |  | 213               |   |  | 219               |  
|Number of Properties (c)       |  | 78                |   |  | 46                |  
|                               |  |                  
|Properties in Development (a)  |  | 34                |   |  | 36                |  
|Properties in Development (b)  |  | 32                |   |  | 34                |  
|Properties in Development (c)  |  | 2                 |   |  | 2                 |  
|                               |  |                  
|Gross Leaseable Area (a)       |  | 33,815,970        |   |  | 30,347,744        |  
|Gross Leaseable Area (b)       |  | 24,532,952        |   |  | 24,565,776        |  
|Gross Leaseable Area (c)       |  | 9,283,018         |   |  | 5,781,968         |  
|                               |  |                  
|% Leased  All Properties (a)  |  | 92.7              | % |  | 92.2              | %
|% Leased  All Properties (b)  |  | 91.2              | % |  | 91.8              | %
|% Leased  All Properties (c)  |  | 96.7              | % |  | 95.7              | %
|                               |  |                  
|% Leased  Non development (a) |  | 96.1              | % |  | 95.4              | %
|% Leased  Non development (b) |  | 95.6              | % |  | 95.1              | %
|% Leased  Non development (c) |  | 97.2              | % |  | 97.1              | %



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.



20



---

##### Table of Contents

##### Index to Financial Statements

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



|               |  |                   |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  
|-------------- |  | ----------------- |  | ---------- | ----------------- | ------------- | - |  | ------- | - |  | ----------- |  | ---------- |  | ------------- | - |  | ------- | -
|               |  | December 31, 2004 |  |            | December 31, 2003 |              
|Location       |  | #Properties       |  | GLA        |                   | % of TotalGLA |   |  | %Leased |   |  | #Properties |  | GLA        |  | % of TotalGLA |   |  | %Leased |  
|California     |  | 51                |  | 6,527,802  |                   | 19.3          | % |  | 91.9    | % |  | 49          |  | 5,917,372  |  | 19.5          | % |  | 90.8    | %
|Florida        |  | 50                |  | 5,970,898  |                   | 17.7          | % |  | 94.9    | % |  | 50          |  | 5,943,345  |  | 19.6          | % |  | 94.3    | %
|Texas          |  | 32                |  | 3,968,940  |                   | 11.7          | % |  | 89.3    | % |  | 41          |  | 5,086,086  |  | 16.7          | % |  | 88.1    | %
|Georgia        |  | 36                |  | 3,383,495  |                   | 10.0          | % |  | 97.4    | % |  | 20          |  | 2,008,066  |  | 6.6           | % |  | 95.8    | %
|North Carolina |  | 13                |  | 1,890,444  |                   | 5.6           | % |  | 94.2    | % |  | 3           |  | 408,211    |  | 1.3           | % |  | 97.0    | %
|Ohio           |  | 14                |  | 1,876,013  |                   | 5.5           | % |  | 87.7    | % |  | 14          |  | 1,901,538  |  | 6.3           | % |  | 90.6    | %
|Colorado       |  | 15                |  | 1,639,055  |                   | 4.8           | % |  | 98.0    | % |  | 14          |  | 1,623,674  |  | 5.3           | % |  | 94.2    | %
|Virginia       |  | 12                |  | 1,488,324  |                   | 4.4           | % |  | 91.1    | % |  | 10          |  | 1,272,369  |  | 4.2           | % |  | 89.1    | %
|Illinois       |  | 9                 |  | 1,191,424  |                   | 3.5           | % |  | 98.0    | % |  | 6           |  | 444,234    |  | 1.5           | % |  | 96.5    | %
|Washington     |  | 11                |  | 1,098,752  |                   | 3.2           | % |  | 97.6    | % |  | 10          |  | 1,050,061  |  | 3.5           | % |  | 98.7    | %
|Oregon         |  | 8                 |  | 838,056    |                   | 2.5           | % |  | 95.5    | % |  | 9           |  | 1,020,470  |  | 3.4           | % |  | 96.4    | %
|Tennessee      |  | 7                 |  | 697,034    |                   | 2.1           | % |  | 70.4    | % |  | 7           |  | 652,906    |  | 2.1           | % |  | 91.5    | %
|Arizona        |  | 5                 |  | 588,486    |                   | 1.7           | % |  | 93.1    | % |  | 8           |  | 838,715    |  | 2.8           | % |  | 92.2    | %
|South Carolina |  | 8                 |  | 522,109    |                   | 1.5           | % |  | 95.7    | % |  | 5           |  | 339,926    |  | 1.1           | % |  | 95.7    | %
|Michigan       |  | 4                 |  | 368,348    |                   | 1.1           | % |  | 93.4    | % |  | 4           |  | 368,260    |  | 1.2           | % |  | 87.2    | %
|Maryland       |  | 2                 |  | 326,638    |                   | 1.0           | % |  | 93.9    | % |  | 1           |  | 188,243    |  | 0.6           | % |  | 90.2    | %
|Alabama        |  | 4                 |  | 324,044    |                   | 1.0           | % |  | 86.7    | % |  | 6           |  | 543,330    |  | 1.8           | % |  | 85.5    | %
|Kentucky       |  | 2                 |  | 302,670    |                   | 0.9           | % |  | 97.5    | % |  | 3           |  | 323,029    |  | 1.1           | % |  | 97.8    | %
|Delaware       |  | 2                 |  | 240,418    |                   | 0.7           | % |  | 99.9    | % |  | 2           |  | 240,418    |  | 0.8           | % |  | 99.5    | %
|Pennsylvania   |  | 2                 |  | 225,697    |                   | 0.7           | % |  | 100.0   | % |  | 1           |  | 6,000      |  |              |   |  | 100.0   | %
|New Hampshire  |  | 2                 |  | 138,488    |                   | 0.4           | % |  | 50.0    | % |  |            |  |           |  |              |   |  |        |  
|Nevada         |  | 1                 |  | 118,495    |                   | 0.4           | % |  | 45.5    | % |  |            |  |           |  |              |   |  |        |  
|Indiana        |  | 1                 |  | 90,340     |                   | 0.3           | % |  | 69.2    | % |  |            |  |           |  |              |   |  |        |  
|Missouri       |  |                  |  |           |                   |              |   |  |        |   |  | 1           |  | 82,498     |  | 0.3           | % |  | 91.5    | %
|New Jersey     |  |                  |  |           |                   |              |   |  |        |   |  | 1           |  | 88,993     |  | 0.3           | % |  | 89.4    | %
|               |  |                   |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  
|Total          |  | 291               |  | 33,815,970 |                   | 100.0         | % |  | 92.7    | % |  | 265         |  | 30,347,744 |  | 100.0         | % |  | 92.2    | %
|               |  |                   |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  



21



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##### Table of Contents

##### Index to Financial Statements

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



|               |  |                   |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  
|-------------- |  | ----------------- |  | ---------- | ----------------- | ------------- | - |  | ------- | - |  | ----------- |  | ---------- |  | ------------- | - |  | ------- | -
|               |  | December 31, 2004 |  |            | December 31, 2003 |              
|Location       |  | #Properties       |  | GLA        |                   | % of TotalGLA |   |  | %Leased |   |  | #Properties |  | GLA        |  | % of TotalGLA |   |  | %Leased |  
|California     |  | 44                |  | 5,479,470  |                   | 22.3          | % |  | 90.5    | % |  | 41          |  | 4,859,526  |  | 19.8          | % |  | 90.1    | %
|Florida        |  | 38                |  | 4,684,299  |                   | 19.1          | % |  | 94.6    | % |  | 39          |  | 4,738,901  |  | 19.3          | % |  | 94.1    | %
|Texas          |  | 29                |  | 3,652,338  |                   | 14.9          | % |  | 88.8    | % |  | 34          |  | 4,167,951  |  | 17.0          | % |  | 87.9    | %
|Ohio           |  | 13                |  | 1,767,110  |                   | 7.2           | % |  | 87.1    | % |  | 13          |  | 1,792,635  |  | 7.3           | % |  | 92.7    | %
|Georgia        |  | 17                |  | 1,656,297  |                   | 6.8           | % |  | 96.1    | % |  | 17          |  | 1,656,294  |  | 6.7           | % |  | 96.8    | %
|Colorado       |  | 11                |  | 1,093,403  |                   | 4.4           | % |  | 97.6    | % |  | 11          |  | 1,223,072  |  | 5.0           | % |  | 92.6    | %
|North Carolina |  | 9                 |  | 970,508    |                   | 3.9           | % |  | 97.5    | % |  | 9           |  | 970,558    |  | 3.9           | % |  | 98.6    | %
|Virginia       |  | 8                 |  | 925,491    |                   | 3.8           | % |  | 86.4    | % |  | 8           |  | 910,103    |  | 3.7           | % |  | 85.2    | %
|Washington     |  | 9                 |  | 747,440    |                   | 3.0           | % |  | 97.3    | % |  | 7           |  | 662,573    |  | 2.7           | % |  | 95.6    | %
|Tennessee      |  | 6                 |  | 633,034    |                   | 2.6           | % |  | 67.4    | % |  | 6           |  | 444,234    |  | 1.8           | % |  | 96.5    | %
|Oregon         |  | 6                 |  | 574,458    |                   | 2.3           | % |  | 96.1    | % |  | 7           |  | 688,359    |  | 2.8           | % |  | 92.2    | %
|Arizona        |  | 4                 |  | 480,839    |                   | 2.0           | % |  | 91.6    | % |  | 6           |  | 545,277    |  | 2.2           | % |  | 90.5    | %
|Illinois       |  | 3                 |  | 415,011    |                   | 1.7           | % |  | 97.4    | % |  | 3           |  | 408,211    |  | 1.7           | % |  | 97.0    | %
|Michigan       |  | 4                 |  | 368,348    |                   | 1.5           | % |  | 93.4    | % |  | 4           |  | 368,260    |  | 1.5           | % |  | 87.2    | %
|Delaware       |  | 2                 |  | 240,418    |                   | 1.0           | % |  | 99.9    | % |  | 2           |  | 240,418    |  | 1.0           | % |  | 99.5    | %
|Pennsylvania   |  | 2                 |  | 225,697    |                   | 0.9           | % |  | 100.0   | % |  | 1           |  | 6,000      |  |              |   |  | 100.0   | %
|South Carolina |  | 2                 |  | 140,982    |                   | 0.6           | % |  | 85.7    | % |  | 3           |  | 223,315    |  | 0.9           | % |  | 94.3    | %
|New Hampshire  |  | 2                 |  | 138,488    |                   | 0.6           | % |  | 50.0    | % |  |            |  |           |  |              |   |  |        |  
|Alabama        |  | 2                 |  | 130,486    |                   | 0.5           | % |  | 97.3    | % |  | 5           |  | 468,238    |  | 1.9           | % |  | 83.1    | %
|Nevada         |  | 1                 |  | 118,495    |                   | 0.5           | % |  | 45.5    | % |  |            |  |           |  |              |   |  |        |  
|Indiana        |  | 1                 |  | 90,340     |                   | 0.4           | % |  | 69.2    | % |  |            |  |           |  |              |   |  |        |  
|Kentucky       |  |                  |  |           |                   |              |   |  |        |   |  | 1           |  | 20,360     |  | 0.1           | % |  | 93.1    | %
|Missouri       |  |                  |  |           |                   |              |   |  |        |   |  | 1           |  | 82,498     |  | 0.3           | % |  | 91.5    | %
|New Jersey     |  |                  |  |           |                   |              |   |  |        |   |  | 1           |  | 88,993     |  | 0.4           | % |  | 89.4    | %
|               |  |                   |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  
|Total          |  | 213               |  | 24,532,952 |                   | 100.0         | % |  | 91.2    | % |  | 219         |  | 24,565,776 |  | 100.0         | % |  | 91.8    | %
|               |  |                   |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  



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:



|               |  |                   |  |           |                   |               |   |  |         |   |  |             |  |           |  |               |   |  |         |  
|-------------- |  | ----------------- |  | --------- | ----------------- | ------------- | - |  | ------- | - |  | ----------- |  | --------- |  | ------------- | - |  | ------- | -
|               |  | December 31, 2004 |  |           | December 31, 2003 |              
|Location       |  | #Properties       |  | GLA       |                   | % of TotalGLA |   |  | %Leased |   |  | #Properties |  | GLA       |  | % of TotalGLA |   |  | %Leased |  
|Georgia        |  | 19                |  | 1,727,198 |                   | 18.6          | % |  | 98.6    | % |  | 3           |  | 351,772   |  | 6.1           | % |  | 91.1    | %
|Florida        |  | 12                |  | 1,286,599 |                   | 13.8          | % |  | 96.1    | % |  | 11          |  | 1,204,444 |  | 20.8          | % |  | 98.0    | %
|California     |  | 7                 |  | 1,048,332 |                   | 11.3          | % |  | 99.1    | % |  | 8           |  | 1,057,846 |  | 18.3          | % |  | 97.5    | %
|North Carolina |  | 4                 |  | 919,936   |                   | 9.9           | % |  | 90.7    | % |  | 1           |  | 79,503    |  | 1.4           | % |  | 100.0   | %
|Illinois       |  | 6                 |  | 776,413   |                   | 8.4           | % |  | 98.3    | % |  |            |  |          |  |              |   |  |        |  
|Virginia       |  | 4                 |  | 562,833   |                   | 6.1           | % |  | 98.9    | % |  | 2           |  | 362,266   |  | 6.3           | % |  | 99.0    | %
|Colorado       |  | 4                 |  | 545,652   |                   | 5.9           | % |  | 98.7    | % |  | 3           |  | 400,602   |  | 6.9           | % |  | 99.1    | %
|South Carolina |  | 6                 |  | 381,127   |                   | 4.1           | % |  | 99.3    | % |  | 2           |  | 116,611   |  | 2.0           | % |  | 98.5    | %
|Washington     |  | 2                 |  | 351,312   |                   | 3.8           | % |  | 98.1    | % |  | 2           |  | 357,897   |  | 6.2           | % |  | 97.8    | %
|Maryland       |  | 2                 |  | 326,638   |                   | 3.5           | % |  | 93.9    | % |  | 1           |  | 188,243   |  | 3.3           | % |  | 90.2    | %
|Texas          |  | 3                 |  | 316,602   |                   | 3.4           | % |  | 94.6    | % |  | 7           |  | 918,135   |  | 15.9          | % |  | 89.2    | %
|Kentucky       |  | 2                 |  | 302,670   |                   | 3.3           | % |  | 97.5    | % |  | 2           |  | 302,669   |  | 5.2           | % |  | 98.1    | %
|Oregon         |  | 2                 |  | 263,598   |                   | 2.8           | % |  | 94.3    | % |  | 1           |  | 150,356   |  | 2.5           | % |  | 92.5    | %
|Alabama        |  | 2                 |  | 193,558   |                   | 2.1           | % |  | 79.6    | % |  | 1           |  | 75,092    |  | 1.3           | % |  | 100.0   | %
|Ohio           |  | 1                 |  | 108,903   |                   | 1.2           | % |  | 96.1    | % |  | 1           |  | 108,903   |  | 1.9           | % |  | 88.4    | %
|Arizona        |  | 1                 |  | 107,647   |                   | 1.1           | % |  | 100.0   | % |  | 1           |  | 107,629   |  | 1.9           | % |  | 96.3    | %
|Tennessee      |  | 1                 |  | 64,000    |                   | 0.7           | % |  | 100.0   | % |  |            |  |          |  |              |   |  |        |  
|               |  |                   |  |           |                   |               |   |  |         |   |  |             |  |           |  |               |   |  |         |  
|Total          |  | 78                |  | 9,283,018 |                   | 100.0         | % |  | 96.7    | % |  | 46          |  | 5,781,968 |  | 100.0         | % |  | 95.7    | %
|               |  |                   |  |           |                   |               |   |  |         |   |  |             |  |           |  |               |   |  |         |  



22



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##### Table of Contents

##### Index to Financial Statements

The following summarizes the four largest grocery tenants occupying our shopping centers at December 31,
2004:



|               |  |                     |  |                                        |   |  |                                       |  
|-------------- |  | ------------------- |  | -------------------------------------- | - |  | ------------------------------------- | -
|Grocery Anchor |  | Number ofStores (a) |  | Percentage ofPartnership-owned GLA (b) |   |  | Percentage ofAnnualized Base Rent (c) |  
|Kroger         |  | 63                  |  | 10.6                                   | % |  | 7.9                                   | %
|Publix         |  | 61                  |  | 8.5                                    | % |  | 4.9                                   | %
|Safeway        |  | 51                  |  | 6.6                                    | % |  | 4.2                                   | %
|Albertsons     |  | 24                  |  | 2.8                                    | % |  | 2.2                                   | %

---

|(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 which reflects our effective risk related to those
tenants.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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 $183.9 million, $180.6 million and $154.8 million, for the years ended December 31, 2004, 2003 and 2002, respectively.
During the years ended December 31, 2004, 2003 and 2002, our gains from the sale of real estate were $60.5 million, $65.9 million, and $40.1 million, we incurred capital expenditures of $11.7 million, $13.5 million and $15.0 million to maintain our
shopping centers, paid scheduled principal payments of $5.7 million, $4.1 million and $5.6 million to our lenders, and paid dividends and distributions of $157.2 million, $157.9 million and $158.5 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 seven stores to Winn-Dixie, three of which are owned
directly by us and four are owned in joint ventures. Our annualized base rent from Winn-Dixie including our share of the joint ventures is $1.5 million or less than 1% of our annual base rents. As of the date of their bankruptcy filing, Winn-Dixie
owed RCLP $32,841 in past-due rent related to real estate tax reimbursements. Winn-Dixie has not yet given notice to us as to whether they will reject any of the lease agreements between 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 8% of our annual base rental revenues.



We expect to meet long-term capital requirements for maturing preferred units and debt, the acquisition of real estate, 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.



We currently have $400 million available for equity securities under our shelf registration and RCLP has $180 million available for debt under its shelf registration. Additionally, we have the right to call and repay, at par, outstanding
preferred units beginning five years after their issuance date, at our discretion.



23



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##### Table of Contents

##### Index to Financial Statements

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 are funded from our line of credit. RCLP expects 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



At December
31, 2004, on a Combined Basis, we had 34 projects under construction or undergoing major renovations, which, when completed, will represent an investment of $728.7 million before the estimated reimbursement of certain tenant-related costs and
projected sales proceeds from adjacent land and out-parcels of $117.3 million. Costs necessary to complete these developments are estimated to be $342.2 million. These costs are usually already committed as part of existing construction contracts,
and will be expended through 2007. These developments are approximately 53% complete and 72% pre-leased. The costs necessary to complete these developments will be funded from the Partnerships unsecured line of credit, which had a commitment
amount of $500 million and a balance of $200 million at December 31, 2004. In 2004, we started 17 new developments representing an investment of $270 million upon completion.



During 2004, we acquired five operating properties from unrelated parties for $164.4 million. The purchase price included
the assumption of $61.7 million in debt, the issuance of 920,562 exchangeable operating partnership units valued at $38.4 million, and cash. During 2003, we acquired four operating properties from unrelated parties for $75.4 million. The
acquisitions were accounted for as purchases and the results of their operations are included in the consolidated financial statements from their respective dates of acquisition. These acquisitions were not considered significant to our operations
in the current or preceding periods.



During 2004, we sold 100%
of our interest in 17 properties for net proceeds of $130.5 million. The combined operating income of these properties and resulting gain of $23.4 million on these sales and properties held for sale are included in discontinued operations. The
revenues from properties included in discontinued operations, including properties sold in 2004, 2003 and 2002, as well as operating properties held for sale, were $9.9 million, $23.1 million and $48.6 million for the years ended December 31, 2004,
2003 and 2002, respectively. The operating income from these properties was $4.2 million, $8.8 million and $22.2 million for the years ended December 31, 2004, 2003 and 2002, respectively.



24



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##### Table of Contents

##### Index to Financial Statements

Off Balance Sheet Arrangements



Investments in Unconsolidated Real Estate Partnerships



At December 31, 2004, we had investments in real estate partnerships of
$179.7 million. The following is a summary of unconsolidated combined assets and liabilities of these partnerships, and our pro-rata share at December 31, 2004 and 2003 (in thousands):



|                         |  |      |           |      |   |        
|------------------------ |  | ---- | --------- | ---- | - | -------
|                         |  | 2004 |           | 2003
|Number of Joint Ventures |  |      | 11        |      |   | 8      
|RCLPs Ownership         |  |      | 20%-50%   |      |   | 20%-50%
|Number of Properties     |  |      | 78        |      |   | 46     
|                         |  |     
|Combined Assets          |  | $    | 1,439,617 |      | $ | 812,190
|Combined Liabilities     |  |      | 689,988   |      |   | 336,340
|Combined Equity          |  |      | 749,629   |      |   | 475,850
|                         |  |     
|RCLPs Share of:         |  |      |           |      |   |        
|Assets                   |  | $    | 374,430   |      | $ | 256,050
|Liabilities              |  |      | 179,459   |      |   | 106,034



We account for all
investments in which we own 50% or less and do not have a controlling financial interest using the equity method. 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
2004, 2003 and 2002, we received fees from these joint ventures of $9.3 million, $5.6 million, and $3.5 million, respectively. Our investments in real estate partnerships as of December 31, 2004 and 2003 consist of the following (in thousands):



|                                              |  |           |  |      |         |      |        
|--------------------------------------------- |  | --------- |  | ---- | ------- | ---- | -------
|                                              |  | Ownership |  | 2004 |         | 2003
|Macquarie CountryWide-Regency (MCWR)          |  | 25%       |  | $    | 65,134  |      | 30,347 
|Macquarie CountryWide Direct (MCWR)           |  | 25%       |  |      | 8,001   |      | 8,724  
|Columbia Regency Retail Partners (Columbia)   |  | 20%       |  |      | 41,380  |      | 40,267 
|Cameron Village LLC (Columbia)                |  | 30%       |  |      | 21,612  |      |       
|Columbia Regency Partners II (Columbia)       |  | 20%       |  |      | 3,107   |      |       
|RegCal, LLC (RegCal)                          |  | 25%       |  |      | 13,232  |      |       
|Other investments in real estate partnerships |  | 27%-50%   |  |      | 27,211  |      | 61,158 
|                                              |  |           |  |      |         |      |        
|                                              |  |           |  | $    | 179,677 |      | 140,496
|                                              |  |           |  |      |         |      |        



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 December 31, 2004, Columbia owned 18 shopping centers, had total assets of $496.9 million,
and net income of $23.8 million. Our share of Columbias total assets and net income was $111.5 million and $4.1 million, respectively. During 2004, Columbia acquired eight shopping centers from unrelated parties for a purchase price of $250.8
million. We contributed $31.9 million for our proportionate share of the purchase price. Columbia sold three shopping centers during 2004 for $74.0 million to unrelated parties with a gain of $10.0 million. During 2003, Columbia acquired two
shopping centers for $39.1 million from unrelated parties and sold one shopping center to an unrelated party for $46.2 million with a gain of $9.3 million.



We also co-invest with Macquarie CountryWide Trust of Australia (MCW) in two joint ventures (collectively, MCWR) in which we have
an ownership interest of 25%. As of December 31, 2004, MCWR owned 51 shopping centers, had total assets of $734.6 million, and net income of $12.1 million.



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##### Index to Financial Statements

Our share of MCWRs total assets and net income was $183.6 million and $3.5 million, respectively. During 2004, MCWR acquired 23 shopping centers from
unrelated parties for a purchase price of $274.5 million. We contributed $34.8 million for our proportionate share of the purchase price. In addition, MCWR acquired three shopping centers from us valued at $69.7 million, for which we received cash
of $63.7 million. MCWR sold one shopping center during 2004 to an unrelated party for $12.8 million with a gain of $190,559. During 2003, MCWR acquired 12 shopping centers from us valued at $232.9 million, for which we received cash of $79.4 million
and short-term notes receivable of $95.3 million. MCWR repaid the notes during 2003 and 2004. During 2003, MCWR sold two shopping centers to unrelated parties for $20.1 million.



On February 14, 2005, we entered into a contract with CalPERS/First Washington to acquire 101 shopping centers operating in
17 states, but primarily in the Washington D.C./Baltimore metro area, as well as, northern and southern California (FW Portfolio). The contract purchase price is $2.74 billion. The portfolio of shopping centers will be owned in a new
joint venture (MCWR II) between Regency and MCW in which we will have an ownership interest of 35%. The acquisition is expected to close during the second quarter of 2005. We expect to account for our investment in the venture as an
unconsolidated investment in real estate partnerships. We have executed a bank commitment to provide the financing for our share of the purchase price further discussed below as a part of Contractual Obligations.



In December 2004, we formed a new joint venture with the California State
Teachers Retirement System (RegCal) in which we have a 25% ownership interest. As of December 31, 2004, RegCal owned four shopping centers, had total assets of $126.4 million, and had net income of $70,608. Our share of
RegCals total assets and net income was $31.6 million and $17,652, respectively. During 2004, RegCal acquired four shopping centers from us valued at $124.5 million, for which it assumed debt from us of $34.8 million and paid cash to us of
$73.9 million.



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, MCWR
and RegCal 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 November 30, 2004, we sold a 50% interest in
Valleydale, LLC, a single asset entity, to an affiliate of Publix Supermarkets for $12.8 million and transferred our residual 50% investment interest to unconsolidated investments in real estate partnerships.



In August 2004, we sold our membership interest in the Hermosa Venture 2002,
LLC to our partner. In March 2004, the only two shopping centers owned by the OTR/Regency Texas Realty Holdings, L.P., an unconsolidated joint venture in which we had a 30% equity interest, were sold to an unrelated party for $28.3 million,
resulting in a gain of $8.2 million. We received $17.2 million which represents a $4.3 million distribution for our 30% equity interest and $12.9 million for the repayment of a loan owed to us. We recognized a $1.2 million gain included in equity in
income of investments in real estate partnerships in the accompanying consolidated statements of operations. We have no remaining investment or commitment in either of these two joint ventures.



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 $38.3 million and $49.0 million for the years
ended December 31, 2004 and 2003, respectively. Net cash provided by investing activities was $128.9 million for the year ended December 31, 2002.





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##### Index to Financial Statements

Contractual Obligations



We have debt obligations related to our mortgage loans, unsecured notes, and
our unsecured line of credit as described further below. We have shopping centers that are subject to non-cancelable long-term ground leases where a third party owns and has leased the underlying land to us to construct and/or operate a shopping
center. In addition, we have non-cancelable operating leases pertaining to office space where we conduct our business. The following table summarizes our debt maturities, excluding recorded debt premiums that are not obligations, and obligations
under non-cancelable operating leases as of December 31, 2004 including our pro-rata share of obligations within unconsolidated joint ventures (in thousands):



|                        |  |      |         |      |        |      |         |      |        |      |        |               |           |       |          
|----------------------- |  | ---- | ------- | ---- | ------ | ---- | ------- | ---- | ------ | ---- | ------ | ------------- | --------- | ----- | ---------
|Contractual Obligations |  | 2005 |         | 2006 |        | 2007 |         | 2008 |        | 2009 |        | Beyond 5years |           | Total
|Notes Payable:          |  |      |         |      |        |      |         |      |        |      |        |               |           |       |          
|Regency                 |  | $    | 180,217 |      | 24,858 |      | 265,797 |      | 23,005 |      | 56,547 |               | 939,133   |       | 1,489,557
|Regencys share of JV   |  |      | 20,401  |      | 13,629 |      |        |      | 10,666 |      | 35,978 |               | 84,973    |       | 165,647  
|                        |  |      |         |      |        |      |        
|Operating Leases:       |  |      |         |      |        |      |         |      |        |      |        |               |           |       |          
|Regency                 |  |      | 2,585   |      | 2,426  |      | 1,449   |      | 974    |      | 633    |               | 3,737     |       | 11,804   
|Regencys share of JV   |  |      |        |      |       |      |        |      |       |      |       |               |          |       |         
|                        |  |      |         |      |        |      |        
|Ground Leases:          |  |      |         |      |        |      |         |      |        |      |        |               |           |       |          
|Regency                 |  |      | 359     |      | 365    |      | 365     |      | 365    |      | 365    |               | 8,658     |       | 10,477   
|Regencys share of JV   |  |      | 176     |      | 176    |      | 176     |      | 177    |      | 177    |               | 8,271     |       | 9,153    
|                        |  |      |         |      |        |      |         |      |        |      |        |               |           |       |          
|Total                   |  | $    | 203,738 |      | 41,454 |      | 267,787 |      | 35,187 |      | 93,700 |               | 1,044,772 |       | 1,686,638
|                        |  |      |         |      |        |      |         |      |        |      |        |               |           |       |          



The table of
contractual obligations excludes obligations related to interest which is discussed below as part of outstanding debt.



Outstanding debt at December 31, 2004 and 2003 consists of the following (in thousands):



|                             |  |      |           |      |          
|---------------------------- |  | ---- | --------- | ---- | ---------
|                             |  | 2004 |           | 2003
|Notes Payable:               |  |      |           |      |          
|Fixed-rate mortgage loans    |  | $    | 275,726   |      | 217,001  
|Variable-rate mortgage loans |  |      | 68,418    |      | 41,629   
|Fixed-rate unsecured loans   |  |      | 948,946   |      | 999,147  
|                             |  |      |           |      |          
|Total notes payable          |  |      | 1,293,090 |      | 1,257,777
|Unsecured line of credit     |  |      | 200,000   |      | 195,000  
|                             |  |      |           |      |          
|Total                        |  | $    | 1,493,090 |      | 1,452,777
|                             |  |      |           |      |          



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 5.01% to 9.50% and average 6.71%.



On March 26, 2004, we entered into a new unsecured revolving line of credit (the Line). Under the new agreement,
we reduced the Line commitment from $600 million to $500 million (Line Commitment), but we have the right to expand the Line by an additional $150 million subject to additional lender syndication. The new facility has a three-year term,
a one-year extension option at maturity, and an interest rate of LIBOR plus .75%, which is a reduction of 10 basis points from the previous agreement. Interest rates paid on the Line, which are based on LIBOR plus .75%, were 3.1875% at December 31,
2004 and LIBOR plus .85% or 1.975% at December 31, 2003. The spread that we pay on the Line is



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##### Index to Financial Statements

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 will temporarily modify certain Line covenants related to borrowing capacity and leverage, and will also add a temporary bridge loan for
$275 million (Bridge Commitment). The temporary modifications will expire and the Bridge Commitment will mature nine months after the closing of the FW Portfolio into MCWR II. The Bridge Commitment combined with existing borrowing
capacity under the Line will provide sufficient cash for our equity investment into MCWR II. These borrowings will raise our debt to assets leverage ratio above current levels, which could exceed the current allowable Line covenant leverage ratio of
55%. The temporary modification to the leverage covenant is intended to keep us from defaulting on the Line during the term that the Bridge Commitment is outstanding. We intend to payoff the Bridge Commitment within the nine month term through a
combination of issuing equity and selling shopping centers under our capital recycling program.



As of December 31, 2004, scheduled principal repayments on notes payable and the Line were as follows (in thousands):



|                           |  |                            |        |                     |           |               |          
|-------------------------- |  | -------------------------- | ------ | ------------------- | --------- | ------------- | ---------
|Scheduled Payments by Year |  | ScheduledPrincipalPayments |        | Term LoanMaturities |           | TotalPayments
|2005                       |  | $                          | 4,042  |                     | 176,175   |               | 180,217  
|2006                       |  |                            | 3,775  |                     | 21,083    |               | 24,858   
|2007 (includes the Line)   |  |                            | 3,542  |                     | 262,255   |               | 265,797  
|2008                       |  |                            | 3,388  |                     | 19,617    |               | 23,005   
|2009                       |  |                            | 3,458  |                     | 53,089    |               | 56,547   
|Beyond 5 Years             |  |                            | 17,795 |                     | 921,338   |               | 939,133  
|Unamortized debt premiums  |  |                            |       |                     | 3,533     |               | 3,533    
|                           |  |                            |        |                     |           |               |          
|Total                      |  | $                          | 36,000 |                     | 1,457,090 |               | 1,493,090
|                           |  |                            |        |                     |           |               |          



Our investments in
real estate partnerships had unconsolidated notes and mortgage loans payable of $665.5 million at December 31, 2004, which mature through 2028. Our proportionate share of these loans was $168.1 million, of which 87% had average fixed interest rates
of 5.47% and 13% had variable interest rates based upon a spread above Libor of 1.2% to 1.6%. The loans are primarily non-recourse, but for those that are guaranteed by a joint venture, our guarantee 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. At December 31, 2004, 82% of our
total debt had fixed interest rates, compared with 84% at December 31, 2003. 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. Based upon the variable
interest-rate debt outstanding at December 31, 2004, if variable interest rates were to increase by 1%, our annual interest expense would increase by $2.7 million. We do not utilize derivative financial instruments for trading or speculative
purposes. We account for derivative instruments under Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities as amended (Statement 133).



On April 1, 2004, we completed the sale of $150 million
ten-year senior unsecured notes (the Notes). The 4.95% Notes are due April 15, 2014 and were priced at 99.747% to yield 4.982%. The proceeds of the offering combined with borrowings from the Line were used to repay $200 million of 7.4%
notes that matured on April 1, 2004. Related to the offering, we settled two forward-starting interest rate



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##### Index to Financial Statements

swaps that were initiated in 2003 totaling $144.2 million. On March 31, 2004, the interest rate swaps were settled for $5.7 million, which is recorded in
other comprehensive income (OCI) and is being amortized over the ten-year term of the Notes to interest expense. The swaps qualified for hedge accounting under Statement 133; therefore, the change in fair value was recorded in OCI. After
taking into account the hedge settlement, the effective interest rate on the Notes is 5.47%.



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 2004.



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. The Preferred Units, which may be called by us in 2005 and 2009, have no stated maturity or mandatory
redemption, and they pay a cumulative, quarterly dividend at fixed rates ranging from 7.45% to 8.75%. 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 after ten years from the date of issue or as modified and agreed to by us. The Preferred Units and the related Preferred Stock are not convertible into Regency common stock. At December 31, 2004 and 2003, the face value of total Preferred Units
issued was $104 million and $229 million with an average fixed distribution rate of 8.13% and 8.88%, respectively. Included in Preferred Units are original issuance costs of $2.2 million that will be expensed as the underlying Preferred Units are
redeemed in the future.



We expect that we will either redeem
$54 million of Preferred Units in 2005 or renegotiate the dividend rate to a lower market rate of distribution. If we decide to redeem these Preferred Units, we will likely issue common stock or preferred stock to finance the redemption price.



On November 11, 2004, we renegotiated the distribution rate on
the outstanding balance of $50 million of Series D Preferred Units from 9.125% to 7.45%. Previously, on September 3, 2004, we redeemed $85 million of Series B 8.75% Preferred Units and $40 million of Series C 9.0% Preferred Units from proceeds of a
Series 4 Preferred stock offering described below. At the time of the redemptions, $3.2 million of previously deferred costs related to the original preferred units issuance were recognized in the consolidated statements of operations as
minority interest of preferred units.



Preferred Stock



On August 31, 2004, we sold 5 million depositary shares,
representing 500,000 shares of Series 4 Cumulative Redeemable Preferred Stock, for $125 million. The depositary shares are perpetual preferred stock, are not convertible into common stock of the Company, are redeemable at par upon our election on or
after August 31, 2009, pay a 7.25% annual dividend, and have a liquidation value of $25 per depositary share. The proceeds from this offering were used to redeem Preferred Units. The terms of the Series 4 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 August 24, 2004 we sold 1.5 million shares of common stock in an underwritten public offering and the net proceeds of approximately $67 million were
used to reduce the balance of the Line.



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##### Index to Financial Statements

In summary, net cash used in financing activities related to the debt and equity activity discussed above was $80.1
million, $158.2 million and $255.0 million for the years ended December 31, 2004, 2003 and 2002, respectively.



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 collectability 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 of Financial Accounting Standards No. 141, Business Combinations (Statement 141). Based on these estimates, we
allocate the purchase price to the applicable assets and liabilities. We utilize methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities. We evaluate the useful lives of amortizable
intangible assets each reporting period and account for any changes in estimated useful lives over the revised remaining useful life.



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



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##### Index to Financial Statements

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



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



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. Generally, the approach in Statement 123(R) 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 income statement based on their fair values. Pro-forma disclosure is no longer an alternative. Statement 123(R) must be adopted no later than July
1, 2005.



Statement 123(R) permits companies to adopt its
requirements using one of two methods:



1. 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.



2. The modified retrospective method includes the requirements of the modified prospective method described above, but also
permits entities to restate based on the amounts previously recognized under Statement 123 for purposes of pro-forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of adoption.



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##### Index to Financial Statements

The Partnership adopted Statement 123(R) using the modified prospective method on January 1, 2005.



As permitted by Statement 123, the Partnership currently
accounts for share-based payments to employees using Opinion 25s intrinsic value method and, as such, generally recognizes no compensation cost for employee stock options. Accordingly, the adoption of Statement 123(R)s fair value method
will have an impact on its results of operations in 2005 as described in note 1(i) to the consolidated financial statements.



We have a Long-Term Omnibus Plan (the Plan) under which our Board of Directors may grant stock options and other stock-based awards to
officers, directors and other key employees. All stock options previously granted contained stock option reload rights. The reload rights 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, we offered to acquire the reload rights of existing stock options from our employees by issuing them additional stock
options that will vest 25% per year over four years. As a result of the offer, on January 18, 2005, we granted 771,645 options with an exercise price of $51.36, the fair value of our common stock on the date of grant. As a result, substantially all
of the reload rights on existing stock options have been cancelled. The options granted in January 2005 will be expensed to net income over a four-year period beginning in 2005 in accordance with Statement 123(R).



Results from Operations



Comparison of the years ended December 31, 2004 to 2003



At December 31, 2004, on a Combined Basis, we were operating or developing
291 shopping centers, as compared to 265 shopping centers at the end of 2003. 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 December 31, 2004, on a Combined Basis,
we were developing 34 properties, as compared to 36 properties at the end of 2003.



Our revenues increased by $28.7 million, or 8%, to $391.9 million in 2004. This increase was related to changes in occupancy in the portfolio of stabilized and development properties, growth in re-leasing rental
rates, shopping centers acquired during 2004, and revenues from new developments commencing operations in 2004, net of a reduction in revenues from properties sold. 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 pro-rata share of the expenses associated with operating our shopping centers. In 2004,
our minimum rent increased by $21.4 million, or 8%, and our recoveries from tenants increased $4.7 million, or 6%. Percentage rent was $4.1 million in 2004, compared with $4.5 million in 2003. The reduction was primarily related to renewing anchor
tenant leases with minimum rent increases, which had a corresponding reduction to percentage rent.



Our operating expenses increased by $24.3 million, or 13%, to $213.7 million in 2004 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 $6.0 million, or 7%, during 2004 to $94.3 million. This increase was primarily due to shopping centers acquired in 2004, new developments that
only recently began operating and therefore incurred operating expenses for only a portion of the previous year, normal increases in operating expenses on the stabilized properties and the cost to repair our shopping centers impacted by hurricanes
during 2004. Although three hurricanes affected 42 shopping centers in Florida, all of these centers are currently operating and fully functional. Our repair costs related to the hurricanes are estimated to be $1 million.



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Our general and administrative expenses were $30.3 million during 2004, compared with $24.2 million in
2003, or 25% higher, related to an increase in the total number of employees, higher costs associated with incentive compensation and costs related to implementing new regulations for public companies imposed by the Sarbanes-Oxley Act.



Our depreciation and amortization expense increased $9.2 million during
the current year primarily related to shopping centers acquired in 2004 and new development properties placed in service during 2004.



Our net interest expense decreased to $81.2 million in 2004 from $83.6 million in 2003. Average interest rates on our outstanding debt declined to 5.93%
at December 31, 2004, compared with 6.64% at December 31, 2003. The reduction was primarily related to reducing the interest rate spread on the Line and issuing $150 million of 4.95% Notes in April 2004, the proceeds of which were used to repay
maturing Notes that had fixed rates of 7.4%. Our average fixed interest rates were 6.71% at December 31, 2004, compared with 7.54%, at December 31, 2003. Our weighted average outstanding debt during 2004 was $1.5 billion, compared with $1.4 billion
in 2003.



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 $18.9 million in gains from the sale of 41 out-parcels for proceeds of $60.4 million and $20.5 million for properties sold to joint ventures. During 2003, the gains from the sale of operating and
development properties included $11.6 million from the sale of 45 out-parcels for proceeds of $53.0 million and $37.1 million 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 minority investment.



We review our real estate portfolio for impairment whenever events or changes in circumstances indicate that we may not be
able to recover the carrying amount of an asset. We determine whether impairment has occurred by comparing the propertys carrying value to an estimate of fair value based upon methods described in our Critical Accounting Policies. In the event
a property is impaired, we write down the asset to fair value for held-and-used assets and to fair value less costs to sell for held-for-sale assets. During 2004 and 2003 we established provisions for loss of $810,000 and
$2.0 million respectively, to adjust operating properties to their estimated fair values. Provisions for loss on properties subsequently sold are reclassified to discontinued operations; therefore the $2.0 million recorded in 2003 has been
reclassified.



Income from discontinued operations was $23.4
million in 2004 related to 17 properties sold to unrelated parties for net proceeds of $130.5 million and one property classified as held-for-sale. Income from discontinued operations was $25.2 million in 2003 related to the operations of shopping
centers in 2004 as well as 2003. 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. This practice results
in a reclassification of amounts previously reported as continuing operations into discontinued operations.



Preferred units distributions decreased $5.5 million in 2004 to $28.5 million as a result of redemptions in 2004 and 2003.



Net income for common unit holders was $130.3 million in 2004, compared with
$129.7 million in 2003 or a .5% increase for the reasons described above. Diluted earnings per unit were $2.08 in 2004, compared with $2.12 in 2003, or 2% lower. Although net income for common unit holders increased $615,000 during 2004, the
increase was diluted as a result of an increase in weighted average common units issued in association with the $67 million common stock offering completed by Regency in August 2004.



33



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##### Table of Contents

##### Index to Financial Statements

Comparison of 2003 to 2002



At December 31, 2003, on a Combined Basis, we were operating or developing
265 shopping centers as compared to 262 shopping centers at the end of 2002. At December 31, 2003, on a Combined Basis, we were developing 36 properties, as compared to 34 properties at the end of 2002.



Our revenues increased by $23.4 million, or 7%, to $363.2 million in 2003.
This increase was related to changes in occupancy from 91.5% to 92.2% in the portfolio of stabilized and development properties, growth in re-leasing rental rates, and revenues from new developments commencing operations in 2003, net of a reduction
in revenues from properties sold. In 2003, our minimum rent increased by $12.4 million, or 5%, and our recoveries from tenants increased $4.3 million, or 6%. Percentage rent was $4.5 million in 2003, compared with $5.2 million in 2002. The reduction
was primarily related to renewing anchor tenant leases with minimum rent increases, which had a corresponding reduction to percentage rent.



Our operating expenses increased by $20.3 million, or 12%, to $189.4 million in 2003. Our combined operating, maintenance, and real estate taxes increased
by $5.3 million, or 6%, during 2003 to $88.2 million. This increase was primarily due to new developments that incurred operating expenses for only a portion of the previous year and general increases in operating expenses on the stabilized
properties. Our general and administrative expenses were $24.2 million during 2003, compared with $22.8 million in 2002, or 6% higher, a result of general salary and benefit increases. Our depreciation and amortization expense increased $6.7 million
related to new development properties placed in service during 2003.



Our net interest expense decreased to $83.6 million in 2003 from $84.5 million in 2002. Average interest rates on our outstanding debt declined to 6.64% at December 31, 2003, compared with 6.93% at December 31, 2002, primarily due to
reductions in the LIBOR rate. Our average fixed interest rates were 7.54% at December 31, 2003, compared with 7.51%, at December 31, 2002. Our weighted average outstanding debt during 2003 and 2002 was $1.4 billion.



Gains from the sale of operating and development properties were $48.7
million in 2003 related to the sale of 16 properties for $299.9 million and 45 out-parcels for $53 million. During 2002, we recorded gains of $20.9 million related to the sale of 12 properties for $164.8 million and 35 out-parcels for $27.5 million.
These gains are included in continuing operations rather than discontinued operations because they were either development properties that had no operating income, or they were sold to joint ventures where we have a continuing minority investment.



During 2003 and 2002, we recorded provisions for loss on
shopping centers related to impairments in value of approximately $2.0 million and $4.4 million, respectively, of which $2.0 million and $3.4 million, respectively, were reclassified to operating income from discontinued operations after the related
properties were sold.



Income from discontinued operations was
$25.2 million in 2003 related to the sale of shopping centers and properties held for sale in 2004 and 2003. Income from discontinued operations was $38.7 million in 2002 related to the sale of shopping centers in 2004, 2003 and 2002. As discussed
above, if we sell an asset in any reported year, we are required to reclassify its operating income into discontinued operations for all reported prior years.



Net income for common unit holders was $129.7 million in 2003, compared with $113.3 million in 2002, or a 14% increase for the reasons described above.
Diluted earnings per unit were $2.12 in 2003, compared with $1.84 in 2002, or 15% higher, related to the increase in net income offset by an increase in weighted average common units of 803,719.



34



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##### Table of Contents

##### Index to Financial Statements

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.



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.



35



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##### Table of Contents

##### Index to Financial Statements

Item 7a. 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. Our interest-rate risk management objective 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), by year of expected
maturity to evaluate the expected cash flows and sensitivity to interest-rate changes.



|                                                 |  |      |         |   |      |        |   |      |         |   |      |        |   |      |        |   |            |         |   |       |           |            |          
|------------------------------------------------ |  | ---- | ------- | - | ---- | ------ | - | ---- | ------- | - | ---- | ------ | - | ---- | ------ | - | ---------- | ------- | - | ----- | --------- | ---------- | ---------
|                                                 |  | 2005 |         |   | 2006 |        |   | 2007 |         |   | 2008 |        |   | 2009 |        |   | Thereafter |         |   | Total |           | Fair Value
|Fixed rate debt                                  |  | $    | 147,737 |   |      | 24,858 |   |      | 29,859  |   |      | 23,005 |   |      | 56,547 |   |            | 939,133 |   |       | 1,221,139 |            | 1,305,081
|Average interest rate for all fixed rate debt    |  |      | 6.91    | % |      | 6.90   | % |      | 6.87    | % |      | 6.87   | % |      | 6.81   | % |            | 6.45    | % |       |          |            |         
|                                                 |  |      |         |   |      |        |   |     
|Variable rate LIBOR debt                         |  | $    | 32,480  |   |      |       |   |      | 235,938 |   |      |       |   |      |       |   |            |        |   |       | 268,418   |            | 268,418  
|Average interest rate for all variable rate debt |  |      | 2.15    | % |      |       |   |      | 2.15    | % |      |       |   |      |       |   |            |        |   |       |          |            |         



As the table
incorporates only those exposures that exist as of December 31, 2004, 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 8. Consolidated Financial Statements and Supplementary Data



The Consolidated Financial Statements and supplementary data included in this Report are listed in Part IV, Item 15(a).



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



None.



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##### Index to Financial Statements

Item 9a. Controls and Procedures



Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures



Under the supervision and with the participation of our management, including our chief executive officer, chief operating officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such
term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on this evaluation, our chief executive officer, chief operating officer and our chief financial officer concluded that
our disclosure controls and procedures were effective as of the end of the period covered by this annual report. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent
to the date of their evaluation.



Managements Report on Internal
Control over Financial Reporting



Our management is
responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our chief
executive officer, chief operating officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Frameworkissued
by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control  Integrated Framework, our management concluded that our internal control over financial reporting
was effective as of December 31, 2004.



The Partnerships
independent auditors, KPMG LLP, a registered public accounting firm, have issued a report on managements assessment of the Partnerships internal control over financial reporting as stated in their report which is included herein.



RCLPs internal control system was designed to
provide reasonable assurance to the Partnerships management and the Companys Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no mater how well designed,
have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.



Item 9b. Other Information



Not
applicable



PART III



Item 10. Directors and Executive Officers of the Registrant



Information concerning the directors of Regency is incorporated herein by reference to Regencys definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of
the fiscal year covered by this Form 10-K with respect to its 2005 Annual Meeting of Shareholders. Information concerning the executive officers of Regency is provided below.



MARTIN E. STEIN, JR. Mr. Stein, age 52, is Chairman of the Board and Chief Executive Officer of Regency Centers. He served
as President of Regency from its initial public offering in October 1993 until December 31, 1998. He also served as President of Regencys predecessor real estate division since 1981, and as a Vice President from 1976 to 1981. Mr. Stein is a
Director of Patriot Transportation Holding, Inc., a publicly held transportation and real estate company, and Stein Mart, Inc., a publicly held upscale discount retailer. He also serves on the Board of EverBank, a federal savings bank and EverBank
Financial Corp, a privately held savings and loan company. He serves on the Board of Governors and the Executive Committee of the National Association of Real Estate Investment Trusts and is a member of the International Council of Shopping Centers,
the Urban Land Institute, and the Real Estate Roundtable.



37



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##### Index to Financial Statements

MARY LOU FIALA. Mrs. Fiala, age 53, became President and Chief Operating Officer of Regency Centers in
January 1999. Before joining Regency, Mrs. Fiala was Managing Director  Security Capital U.S. Realty Strategic Group from March 1997 to January 1999. She was Senior Vice President and Director of Stores, New England  Macys
East/Federated Department Stores from 1994 to March 1997. From 1976 to 1994, Mrs. Fiala held various merchandising and store operations positions with Macys/Federated Department Stores. She is a member of the Board of Trustees of the
International Council of Shopping Centers, a National Trustee for Boys & Girls Clubs of America, serves on the University of North Florida Foundation Board, and serves on the Board of Build-A-Bear Workshop, Inc.



BRUCE M. JOHNSON. Mr. Johnson, age 57, has been Regency Centers Chief
Financial Officer and a Managing Director since 1993. From 1979 to 1993, he served as Executive Vice President of Regencys predecessor real estate division. Prior to joining Regency, he was Vice President of Barnett Winston Trust, an equity
and mortgage real estate investment trust. Mr. Johnson is Chairman of Brooks Rehabilitation Hospital, a private not-for-profit rehabilitation hospital, and he is on the Board and the Executive Committee of its private parent company, Brooks Health
Systems.



Audit Committee, Independence, Financial
Experts. Incorporated herein by reference to Regencys definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its 2005
Annual Meeting of Shareholders.



Compliance with Section
16(a) of the Exchange Act. Information concerning filings under Section 16(a) of the Exchange Act by the directors or executive officers of Regency is incorporated herein by reference to Regencys definitive proxy statement to be filed with
the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its 2005 Annual Meeting of Shareholders.



Code of Ethics. We have adopted a code of ethics applicable to our principal executive officers, principal financial
officer, principal accounting officer and persons performing similar functions. The text of this code of ethics may be found on our web site at www.regencycenters.com. We intend to post notice of any waiver from, or amendment to, any
provision of our code of ethics on our web site.



Item 11. Executive Compensation



Incorporated herein by reference to Regencys definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its 2005 Annual
Meeting of Shareholders.



38



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##### Table of Contents

##### Index to Financial Statements

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters



Equity Compensation Plan Information



|                                                           |  |                                                                                       |  |                                                                             |       |                                                                                                                                       |           |    
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- | ----- | ------------------------------------------------------------------------------------------------------------------------------------- | --------- | ---
|                                                           |  |                                                                                       | 
|                                                           |  | (a)                                                                                   |  | (b)                                                                         |       | (c)                                                                                                                                   |          
|Plan Category                                              |  | Number ofsecurities to beissued uponexercise ofoutstandingoptions, warrantsand rights |  | Weighted-averageexercise price ofoutstanding options,warrants and rights(1) |       | Number of securitiesremaining available forfuture issuance underequity compensationplans (excludingsecurities reflected incolumn (a)) |          
|Equity compensation plans approved by security holders     |  | 1,675,163                                                                             |  | $                                                                           | 44.32 |                                                                                                                                       | 4,283,239 | (2)
|Equity compensation plans not approved by security holders |  | N/A                                                                                   |  |                                                                             | N/A   |                                                                                                                                       | 8,772     |    
|                                                           |  |                                                                                       |  |                                                                             |       |                                                                                                                                       |           |    
|Total                                                      |  | 1,675,163                                                                             |  | $                                                                           | 44.32 |                                                                                                                                       | 4,292,011 |    
|                                                           |  |                                                                                       |  |                                                                             |       |                                                                                                                                       |           |    

---

|(1) | The weighted average exercise price excludes stock rights awards, which we sometimes refer to as unvested restricted stock.
|--- | ---------------------------------------------------------------------------------------------------------------------------

|(2) | Our Long Term Omnibus Plan, as amended and approved by shareholders at our 2003 annual meeting, provides for the issuance of up to 5.0 million shares of common stock
or stock options for stock compensation; however, outstanding unvested grants plus vested but unexercised options cannot exceed 12% of our outstanding common stock and common stock equivalents (excluding options and other stock equivalents
outstanding under the plan). The plan permits the grant of any type of share-based award but limits restricted stock awards, stock rights awards, performance shares, dividend equivalents settled in stock and other forms of stock grants to 2,750,000
shares, of which 2,033,239 shares were available at December 31, 2004 for future issuance.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our Stock Grant Plan for non-key employees is the only equity compensation plan that our shareholders have not approved. This Plan provides for the award
of a stock bonus of a specified value to each non-key employee on the 1stanniversary date and every 5thanniversary date of their employment. For example, each non-manager employee receives $500 in shares at the specified
anniversary dates based on the average fair market value of Regencys common stock for the most recent quarter prior to the anniversary date. A total of 30,000 shares of common stock have been reserved for issuance under this Plan, of which
8,772 shares were available at December 31, 2004 for future issuance.



Information about security ownership is incorporated herein by reference to Regencys definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this
Form 10-K with respect to its 2005 Annual Meeting of Shareholders.



Item 13. Certain Relationships and Related Transactions



Incorporated herein by reference to Regencys definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with
respect to its 2005 Annual Meeting of Shareholders.



39



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##### Table of Contents

##### Index to Financial Statements

Item 14. Principal Accounting Fees and Services



Incorporated herein by reference to Regencys definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with
respect to its 2005 Annual Meeting of Shareholders.



40



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##### Table of Contents

##### Index to Financial Statements

PART IV



Item 15. Exhibits and Financial Statement Schedules



|    |  |                                      |  |                                                                                                                                                                                                                                                                                                  |  |                                                                                                                                                                                                                
|--- |  | ------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  | (a)                                  |  | Financial Statements and Financial Statement Schedules:                                                                                                                                                                                                                                         
|    |  |                                     
|    |  |                                      |  | RCLPs 2004 financial statements and financial statement schedule, together with the report of KPMG LLP are listed on the index immediately preceding the financial statements at
the end of this report.                                                                                       
|    |  |                                     
|    |  | (b)                                  |  | Exhibits:                                                                                                                                                                                                                                                                                       
|    | 
|3.  |  | Articles of Incorporation and Bylaws
|    |  |                                      | 
|    |  |                                      |  | (i)                                                                                                                                                                                                                                                                                              |  | Restated Certificate of Limited Partnership of Regency Centers, L.P.                                                                                                                                           
|    |  |                                      | 
|    |  |                                      |  | (ii)                                                                                                                                                                                                                                                                                             |  | Fourth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P., as amended (incorporated by reference to Exhibit 10(l) of Regency Centers Corporations Form 10-K
filed March 12, 2004).
|    |  |                                     
|4.  |  | (a)                                  |  | See Exhibit 3(ii) for provisions of the Partnership Agreement of Regency Centers, L.P. defining rights of security holders.                                                                                                                                                                     
|    |  |                                     
|    |  | (b)                                  |  | Indenture dated July 20, 1998 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by reference to Exhibit 4.1 to the
registration statement on Form S-4 of Regency Centers, L.P., No. 333-63723).                               
|    |  |                                     
|    |  | (c)                                  |  | Indenture dated March 9, 1999 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by reference to Exhibit 4.1 to the
registration statement on Form S-3 of Regency Centers, L.P., No. 333-72899).                               
|    |  |                                     
|    |  | (d)                                  |  | Indenture dated December 5, 2001 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by referenced to Exhibit 4.4 of
Form 8-K of Regency Centers, L.P. filed December 10, 2001, File No. 0-24763).                              
|    | 
|10. |  | Material Contracts                  
|    |  |                                     
|    |  | (a)                                  |  | Credit Agreement dated as of March 26, 2004 by and among Regency Centers, L.P., Regency, each of the financial institutions initially a signatory thereto, and Wells Fargo Bank,
National Association (incorporated by reference to Exhibit 10.1 to the Companys Form 10-Q filed May 10, 2004).



41



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##### Table of Contents

##### Index to Financial Statements

|21. | Subsidiaries of the Registrant.
|--- | -------------------------------



|23. | Consent of KPMG LLP.
|--- | --------------------



|31.1 | Rule 15d-14 Certification of Chief Executive Officer.
|---- | -----------------------------------------------------



|31.2 | Rule 15d-14 Certification of Chief Financial Officer.
|---- | -----------------------------------------------------



|31.3 | Rule 15d-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.
|---- | ------------------------------------------------------



42



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##### Table of Contents

##### Index to Financial Statements

SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, duly authorized.



REGENCY CENTERS, L.P.By:

REGENCY CENTERS CORPORATION, General
PartnerBy:

/s/ Martin E. Stein, Jr.Martin E. Stein, Jr., Chairman of the Board
and Chief Executive OfficerDate: March 14, 2005




Pursuant to the requirements of
the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|               |  |                                                                                                        
|-------------- |  | -------------------------------------------------------------------------------------------------------
|March 14, 2005 |  | /s/ Martin E. Stein, Jr.                                                                               
|               |  | Martin E. Stein, Jr., Chairman of the Board and Chief
Executive Officer                                
|               | 
|March 14, 2005 |  | /s/ Mary Lou Fiala                                                                                     
|               |  | Mary Lou Fiala, President, Chief Operating Officer
and Director                                        
|               | 
|March 14, 2005 |  | /s/ Bruce M. Johnson                                                                                   
|               |  | Bruce M. Johnson, Managing Director, Chief Financial
Officer (Principal Financial Officer) and Director
|               | 
|March 14, 2005 |  | /s/ J. Christian Leavitt                                                                               
|               |  | J. Christian Leavitt, Senior Vice President,
Secretary and Treasurer (Principal Accounting Officer)    
|               | 
|March 14, 2005 |  | /s/ Raymond L. Bank                                                                                    
|               |  | Raymond L. Bank, Director                                                                              
|               | 
|March 14, 2005 |  | /s/ C. Ronald Blankenship                                                                              
|               |  | C. Ronald Blankenship, Director                                                                        



43



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##### Index to Financial Statements

|               |  |                             
|-------------- |  | ----------------------------
|March 14, 2005 |  | /s/ A. R. Carpenter         
|               |  | A. R. Carpenter, Director   
|               | 
|March 14, 2005 |  | /s/ J. Dix Druce            
|               |  | J. Dix Druce, Director      
|               | 
|March 14, 2005 |  | /s/ Douglas S. Luke         
|               |  | Douglas S. Luke, Director   
|               | 
|March 14, 2005 |  | /s/ John C. Schweitzer      
|               |  | John C. Schweitzer, Director
|               | 
|March 14, 2005 |  | /s/ Thomas G. Wattles       
|               |  | Thomas G. Wattles, Director 
|               | 
|March 14, 2005 |  | /s/ Terry N. Worrell        
|               |  | Terry N. Worrell, Director  



44



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Index to Financial Statements



|                                                                                                                                             |  |     
|-------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Regency Centers, L.P.                                                                                                                        |  |     
|                                                                                                                                             | 
|Reports of Independent Registered Public Accounting Firm                                                                                     |  | F-2 
|Consolidated Balance Sheets as of December 31, 2004 and 2003                                                                                 |  | F-5 
|Consolidated Statements of Operations for the years ended December 31, 2004, 2003 and 2002                                                   |  | F-6 
|Consolidated Statements of Changes in Partners Capital and Comprehensive Income (Loss) for the years ended December 31, 2004, 2003 and 2002 |  | F-7 
|Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002                                                   |  | F-8 
|Notes to Consolidated Financial Statements                                                                                                   |  | F-10
|                                                                                                                                             | 
|Financial Statement Schedule                                                                                                                 |  |     
|                                                                                                                                             | 
|Schedule III - Regency Centers, L.P. Combined Real Estate and Accumulated Depreciation - December 31, 2004                                   |  | S-1 



All other schedules are omitted
because they are not applicable or because information required therein is shown in the consolidated financial statements or notes thereto.



F-1



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##### Table of Contents

##### Index to Financial Statements

Report of Independent Registered Public Accounting Firm



The Unit holders of Regency Centers, L.P. and the Board of Directors of Regency Centers Corporation:



We have audited the accompanying consolidated balance sheets of Regency Centers, L.P. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations, changes in partners
capital and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2004. In connection with our audits of the consolidated financial statements, we also have audited financial statement schedule
III. These consolidated financial statements and financial statement schedule are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement
schedule based on our audits.



We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Regency Centers, L.P. and
subsidiaries as of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2004 in conformity with U.S. generally accepted accounting principles. Also in
our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.



We also have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the effectiveness of Regency Centers L.P.s internal control over financial reporting as of December 31, 2004, based on criteria established in Internal ControlIntegrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 14, 2005 expressed an unqualified opinion on managements assessment of, and the effective operation of, internal control over financial reporting.









/s/ KPMG LLP











Jacksonville,
Florida

March 14, 2005



F-2



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##### Table of Contents

##### Index to Financial Statements

Report of Independent Registered Public Accounting Firm



The Unit holders of Regency Centers, L.P. and the Board of Directors of Regency Centers
Corporation:



We have audited managements assessment, included in the
accompanying Managements Report on Internal Control Over Financial Reporting,that Regency Centers, L.P. maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Regency Centers, L.P.s management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on managements assessment and an opinion on the effectiveness of the Partnerships internal
control over financial reporting based on our audit.



We conducted our audit in
accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of
internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.



A Partnerships internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Partnerships internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of
management and directors of the Partnership; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Partnerships assets that could have a material effect on the
financial statements.



Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.



In our opinion,
managements assessment that Regency Centers, L.P. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, Regency Centers, L.P. maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2004, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).



F-3



---

##### Table of Contents

##### Index to Financial Statements

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the consolidated balance sheets of Regency Centers, L.P. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations, changes in partners capital and comprehensive income (loss), and cash flows for
each of the years in the three-year period ended December 31, 2004, and related Financial Statements Schedule and our report dated March 14, 2005 expressed an unqualified opinion on those consolidated financial statements and related Financial
Statements Schedule.









/s/ KPMG LLP











Jacksonville,
Florida

March 14, 2005



F-4



---

##### Table of Contents

##### Index to Financial Statements

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

December 31, 2004 and 2003

(in
thousands, except unit data)



|                                                                                                                                                           |  |      |           |   |      |          
|---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | ---------
|                                                                                                                                                           |  | 2004 |           |   | 2003
|Assets                                                                                                                                                     |  |      |           |   |      |          
|Real estate investments at cost (notes 2, 4 and 11):                                                                                                       |  |      |           |   |      |          
|Land                                                                                                                                                       |  | $    | 806,207   |   |      | 738,101  
|Buildings and improvements                                                                                                                                 |  |      | 1,915,655 |   |      | 1,914,075
|                                                                                                                                                           |  |      |           |   |      |          
|                                                                                                                                                           |  |      | 2,721,862 |   |      | 2,652,176
|Less: accumulated depreciation                                                                                                                             |  |      | 338,609   |   |      | 285,665  
|                                                                                                                                                           |  |      |           |   |      |          
|                                                                                                                                                           |  |      | 2,383,253 |   |      | 2,366,511
|Properties in development                                                                                                                                  |  |      | 426,216   |   |      | 369,474  
|Operating properties held for sale                                                                                                                         |  |      | 4,916     |   |      | 4,200    
|Investments in real estate partnerships (note 4)                                                                                                           |  |      | 179,677   |   |      | 140,496  
|                                                                                                                                                           |  |      |           |   |      |          
|Net real estate investments                                                                                                                                |  |      | 2,994,062 |   |      | 2,880,681
|                                                                                                                                                           |  |     
|Cash and cash equivalents                                                                                                                                  |  |      | 95,320    |   |      | 29,869   
|Notes receivable                                                                                                                                           |  |      | 25,646    |   |      | 70,782   
|Tenant receivables, net of allowance for uncollectible accounts of $3,393 and $3,353 at December 31, 2004 and 2003,
respectively                           |  |      | 60,911    |   |      | 57,041   
|Deferred costs, less accumulated amortization of $25,735 and $29,493 at December 31, 2004 and 2003, respectively                                           |  |      | 41,002    |   |      | 35,804   
|Acquired lease intangible assets, net (note 5)                                                                                                             |  |      | 14,172    |   |      | 10,205   
|Other assets                                                                                                                                               |  |      | 12,711    |   |      | 13,847   
|                                                                                                                                                           |  |      |           |   |      |          
|                                                                                                                                                           |  | $    | 3,243,824 |   |      | 3,098,229
|                                                                                                                                                           |  |      |           |   |      |          
|Liabilities and Partners Capital                                                                                                                          |  |      |           |   |      |          
|Liabilities:                                                                                                                                               |  |      |           |   |      |          
|Notes payable (note 6)                                                                                                                                     |  |      | 1,293,090 |   |      | 1,257,777
|Unsecured line of credit (note 6)                                                                                                                          |  |      | 200,000   |   |      | 195,000  
|Accounts payable and other liabilities                                                                                                                     |  |      | 102,443   |   |      | 94,280   
|Acquired lease intangible liabilities, net (note 5)                                                                                                        |  |      | 5,161     |   |      | 6,115    
|Tenants security and escrow deposits                                                                                                                      |  |      | 10,049    |   |      | 9,358    
|                                                                                                                                                           |  |      |           |   |      |          
|Total liabilities                                                                                                                                          |  |      | 1,610,743 |   |      | 1,562,530
|                                                                                                                                                           |  |      |           |   |      |          
|Limited partners interest in consolidated partnerships                                                                                                    |  |      | 1,827     |   |      | 4,651    
|                                                                                                                                                           |  |      |           |   |      |          
|Partners Capital (notes 7, 8, 9 and 10):                                                                                                                  |  |      |           |   |      |          
|Series B preferred units, par value $100: 850,000 units issued and outstanding at December 31, 2003                                                        |  |      |          |   |      | 82,800   
|Series C preferred units, par value $100: 750,000 units issued, 400,000 units outstanding at December 31, 2003                                             |  |      |          |   |      | 38,964   
|Series D preferred units, par value $100: 500,000 units issued and outstanding at December 31, 2004 and 2003                                               |  |      | 49,158    |   |      | 49,158   
|Series E preferred units, par value $100: 700,000 units issued, 300,000 units outstanding at December 31, 2004 and 2003                                    |  |      | 29,238    |   |      | 29,238   
|Series F preferred units, par value $100: 240,000 units issued and outstanding at December 31, 2004 and 2003                                               |  |      | 23,366    |   |      | 23,366   
|Preferred units, par value $0.01: 800,000 and 300,000 units issued and outstanding at December 31, 2004 and 2003 respectively; liquidation
preference $250 |  |      | 200,000   |   |      | 75,000   
|General partner; 62,808,979 and 59,907,957 units outstanding at December 31, 2004 and 2003, respectively                                                   |  |      | 1,304,008 |   |      | 1,205,803
|Limited partners; 1,488,364 and 1,318,625 units outstanding at December 31, 2004 and 2003, respectively                                                    |  |      | 30,775    |   |      | 26,544   
|Accumulated other comprehensive (loss) income                                                                                                              |  |      | (5,291    | ) |      | 175      
|                                                                                                                                                           |  |      |           |   |      |          
|Total partners capital                                                                                                                                    |  |      | 1,631,254 |   |      | 1,531,048
|                                                                                                                                                           |  |      |           |   |      |          
|Commitments and contingencies (notes 11 and 12)                                                                                                            |  |      |           |   |      |          
|                                                                                                                                                           |  | $    | 3,243,824 |   |      | 3,098,229
|                                                                                                                                                           |  |      |           |   |      |          



See
accompanying notes to consolidated financial statements.



F-5



---

##### Table of Contents

##### Index to Financial Statements

REGENCY CENTERS, L.P.

Consolidated Statements of Operations

For the years ended December 31, 2004, 2003 and 2002

(in thousands, expect per unit data)



|                                                                                                            |  |      |         |   |      |         |   |      |         |  
|----------------------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | ------- | - | ---- | ------- | -
|                                                                                                            |  | 2004 |         |   | 2003 |         |   | 2002 |        
|Revenues:                                                                                                   |  |      |         |   |      |         |   |      |         |  
|Minimum rent (note 11)                                                                                      |  | $    | 286,081 |   |      | 264,721 |   |      | 252,273 |  
|Percentage rent                                                                                             |  |      | 4,083   |   |      | 4,534   |   |      | 5,170   |  
|Recoveries from tenants                                                                                     |  |      | 80,927  |   |      | 76,250  |   |      | 71,985  |  
|Management fees and commissions                                                                             |  |      | 10,663  |   |      | 6,419   |   |      | 4,617   |  
|Equity in income of investments in real estate partnerships                                                 |  |      | 10,194  |   |      | 11,276  |   |      | 5,765   |  
|                                                                                                            |  |      |         |   |      |         |   |      |         |  
|Total revenues                                                                                              |  |      | 391,948 |   |      | 363,200 |   |      | 339,810 |  
|                                                                                                            |  |      |         |   |      |         |   |      |         |  
|Operating expenses:                                                                                         |  |      |         |   |      |         |   |      |         |  
|Depreciation and amortization                                                                               |  |      | 81,125  |   |      | 71,926  |   |      | 65,257  |  
|Operating and maintenance                                                                                   |  |      | 53,863  |   |      | 50,746  |   |      | 47,339  |  
|General and administrative                                                                                  |  |      | 30,282  |   |      | 24,229  |   |      | 22,757  |  
|Real estate taxes                                                                                           |  |      | 40,403  |   |      | 37,474  |   |      | 35,562  |  
|Other expenses                                                                                              |  |      | 8,043   |   |      | 4,993   |   |      | (1,802  | )
|                                                                                                            |  |      |         |   |      |         |   |      |         |  
|Total operating expenses                                                                                    |  |      | 213,716 |   |      | 189,368 |   |      | 169,113 |  
|                                                                                                            |  |      |         |   |      |         |   |      |         |  
|Other expense (income)                                                                                      |  |      |         |   |      |         |   |      |         |  
|Interest expense, net of interest income of $3,128, $2,357, and $2,333 in 2004, 2003 and 2002, respectively |  |      | 81,196  |   |      | 83,553  |   |      | 84,472  |  
|Gain on sale of operating properties and properties in development                                          |  |      | (39,387 | ) |      | (48,717 | ) |      | (20,905 | )
|Provision for loss on operating properties                                                                  |  |      | 810     |   |      |        |   |      | 950     |  
|Other income                                                                                                |  |      |        |   |      |        |   |      | (2,383  | )
|                                                                                                            |  |      |         |   |      |         |   |      |         |  
|Total other expense                                                                                         |  |      | 42,619  |   |      | 34,836  |   |      | 62,134  |  
|                                                                                                            |  |      |         |   |      |         |   |      |         |  
|Income before minority interests                                                                            |  |      | 135,613 |   |      | 138,996 |   |      | 108,563 |  
|                                                                                                            |  |      |        
|Minority interest of limited partners                                                                       |  |      | (319    | ) |      | (501    | ) |      | (492    | )
|                                                                                                            |  |      |         |   |      |         |   |      |         |  
|Income from continuing operations                                                                           |  |      | 135,294 |   |      | 138,495 |   |      | 108,071 |  
|                                                                                                            |  |      |        
|Discontinued operations:                                                                                    |  |      |         |   |      |         |   |      |         |  
|Operating income from discontinued operations                                                               |  |      | 4,221   |   |      | 8,809   |   |      | 22,226  |  
|Gain on sale of operating properties and properties in development                                          |  |      | 19,220  |   |      | 16,355  |   |      | 16,499  |  
|                                                                                                            |  |      |         |   |      |         |   |      |         |  
|Income from discontinued operations                                                                         |  |      | 23,441  |   |      | 25,164  |   |      | 38,725  |  
|                                                                                                            |  |      |         |   |      |         |   |      |         |  
|Net income                                                                                                  |  |      | 158,735 |   |      | 163,659 |   |      | 146,796 |  
|                                                                                                            |  |      |        
|Preferred unit distributions                                                                                |  |      | (28,462 | ) |      | (34,001 | ) |      | (33,475 | )
|                                                                                                            |  |      |         |   |      |         |   |      |         |  
|Net income for common unit holders                                                                          |  | $    | 130,273 |   |      | 129,658 |   |      | 113,321 |  
|                                                                                                            |  |      |         |   |      |         |   |      |         |  
|Income per common unit - basic (note 9):                                                                    |  |      |         |   |      |         |   |      |         |  
|Continuing operations                                                                                       |  | $    | 1.71    |   |      | 1.72    |   |      | 1.20    |  
|Discontinued operations                                                                                     |  |      | 0.37    |   |      | 0.41    |   |      | 0.65    |  
|                                                                                                            |  |      |         |   |      |         |   |      |         |  
|Net income for common unit holders per unit                                                                 |  | $    | 2.08    |   |      | 2.13    |   |      | 1.85    |  
|                                                                                                            |  |      |         |   |      |         |   |      |         |  
|Income per common unit - diluted (note 9):                                                                  |  |      |         |   |      |         |   |      |         |  
|Continuing operations                                                                                       |  | $    | 1.71    |   |      | 1.71    |   |      | 1.20    |  
|Discontinued operations                                                                                     |  |      | 0.37    |   |      | 0.41    |   |      | 0.64    |  
|                                                                                                            |  |      |         |   |      |         |   |      |         |  
|Net income for common unit holders per unit                                                                 |  | $    | 2.08    |   |      | 2.12    |   |      | 1.84    |  
|                                                                                                            |  |      |         |   |      |         |   |      |         |  



See
accompanying notes to consolidated financial statements.



F-6



---

##### Table of Contents

##### Index to Financial Statements

REGENCY CENTERS, L.P.

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

For the years ended December 31, 2004, 2003 and 2002

(in thousands)



|                                                                                      |  |                 |          |   |                                          |           |   |                |         |   |                                            |        |   |                       |           |  
|------------------------------------------------------------------------------------- |  | --------------- | -------- | - | ---------------------------------------- | --------- | - | -------------- | ------- | - | ------------------------------------------ | ------ | - | --------------------- | --------- | -
|                                                                                      |  | Preferred Units |          |   | General PartnerPreferred andCommon Units |           |   | LimitedPartner |         |   | AccumulatedOtherComprehensiveIncome (Loss) |        |   | TotalPartnersCapital |          
|Balance at December 31, 2001                                                          |  | $               | 375,404  |   |                                          | 1,219,051 |   |                | 32,108  |   |                                            |       |   |                       | 1,626,563 |  
|Net income                                                                            |  |                 | 33,475   |   |                                          | 110,524   |   |                | 2,797   |   |                                            |       |   |                       | 146,796   |  
|Cash distributions for dividends                                                      |  |                 |         |   |                                          | (121,828  | ) |                | (3,157  | ) |                                            |       |   |                       | (124,985  | )
|Preferred unit distributions                                                          |  |                 | (33,475  | ) |                                          |          |   |                |        |   |                                            |       |   |                       | (33,475   | )
|Purchase of Regency stock and corresponding units                                     |  |                 |         |   |                                          | (2,725    | ) |                |        |   |                                            |       |   |                       | (2,725    | )
|Units converted for cash                                                              |  |                 |         |   |                                          |          |   |                | (83     | ) |                                            |       |   |                       | (83       | )
|Common Units issued as a result of common stock issued by Regency, net of repurchases |  |                 |         |   |                                          | 15,663    |   |                |        |   |                                            |       |   |                       | 15,663    |  
|Common Units exchanged for common stock of Regency                                    |  |                 |         |   |                                          | 1,288     |   |                | (1,288  | ) |                                            |       |   |                       |          |  
|Reallocation of limited partners interest                                            |  |                 |         |   |                                          | (253      | ) |                | 253     |   |                                            |       |   |                       |          |  
|                                                                                      |  |                 |          |   |                                          |           |   |                |         |   |                                            |        |   |                       |           |  
|Balance at December 31, 2002                                                          |  | $               | 375,404  |   |                                          | 1,221,720 |   |                | 30,630  |   |                                            |       |   |                       | 1,627,754 |  
|Comprehensive income (note 7):                                                        |  |                 |          |   |                                          |           |   |                |         |   |                                            |        |   |                       |           |  
|Net income                                                                            |  |                 | 29,826   |   |                                          | 130,789   |   |                | 3,044   |   |                                            |       |   |                       | 163,659   |  
|Change in fair value of derivative instruments                                        |  |                 |          |   |                                          |           |   |                |         |   |                                            | 175    |   |                       | 175       |  
|                                                                                      |  |                 |          |   |                                          |           |   |                |         |   |                                            |        |   |                       |           |  
|Total comprehensive income                                                            |  |                 |         |   |                                          |          |   |                |        |   |                                            |       |   |                       | 163,834   |  
|Redemption of preferred units                                                         |  |                 | (151,878 | ) |                                          |           |   |                |        |   |                                            |       |   |                       | (151,878  | )
|Cash distributions for dividends                                                      |  |                 |          |   |                                          | (124,878  | ) |                | (2,901  | ) |                                            |       |   |                       | (127,779  | )
|Preferred unit distributions                                                          |  |                 | (29,826  | ) |                                          | (4,175    | ) |                |        |   |                                            |       |   |                       | (34,001   | )
|Purchase of Regency stock and corresponding units (note 8)                            |  |                 |          |   |                                          | (150,502  | ) |                |        |   |                                            |       |   |                       | (150,502  | )
|Units converted for cash                                                              |  |                 |         |   |                                          |          |   |                | (1,794  | ) |                                            |       |   |                       | (1,794    | )
|Series 3 Preferred units issued (note 8)                                              |  |                 |         |   |                                          | 75,000    |   |                |        |   |                                            |       |   |                       | 75,000    |  
|Common Units issued as a result of common stock issued by Regency, net of repurchases |  |                 |         |   |                                          | 130,414   |   |                |        |   |                                            |       |   |                       | 130,414   |  
|Common Units exchanged for common stock of Regency                                    |  |                 |         |   |                                          | 3,616     |   |                | (3,616  | ) |                                            |       |   |                       |          |  
|Reallocation of limited partners interest                                            |  |                 |         |   |                                          | (1,181    | ) |                | 1,181   |   |                                            |       |   |                       |          |  
|                                                                                      |  |                 |          |   |                                          |           |   |                |         |   |                                            |        |   |                       |           |  
|Balance at December 31, 2003                                                          |  | $               | 223,526  |   |                                          | 1,280,803 |   |                | 26,544  |   |                                            | 175    |   |                       | 1,531,048 |  
|Comprehensive income (note 7):                                                        |  |                 |          |   |                                          |           |   |                |         |   |                                            |        |   |                       |           |  
|Net income                                                                            |  |                 | 19,829   |   |                                          | 136,327   |   |                | 2,579   |   |                                            |       |   |                       | 158,735   |  
|Loss on settlement of derivative instruments                                          |  |                 |          |   |                                          |           |   |                |         |   |                                            | (5,895 | ) |                       | (5,895    | )
|Amortization of loss on derivative instruments                                        |  |                 |          |   |                                          |           |   |                |         |   |                                            | 429    |   |                       | 429       |  
|                                                                                      |  |                 |          |   |                                          |           |   |                |         |   |                                            |        |   |                       |           |  
|Total comprehensive income                                                            |  |                 |         |   |                                          |          |   |                |        |   |                                            |       |   |                       | 153,269   |  
|Redemption of preferred units                                                         |  |                 | (121,764 | ) |                                          |          |   |                |        |   |                                            |       |   |                       | (121,764  | )
|Cash distributions for dividends                                                      |  |                 |          |   |                                          | (129,470  | ) |                | (2,508  | ) |                                            |       |   |                       | (131,978  | )
|Preferred unit distributions                                                          |  |                 | (19,829  | ) |                                          | (8,633    | ) |                |        |   |                                            |       |   |                       | (28,462   | )
|Units converted for cash                                                              |  |                 |         |   |                                          |          |   |                | (20,402 | ) |                                            |       |   |                       | (20,402   | )
|Series 4 Preferred units issued (note 8)                                              |  |                 |         |   |                                          | 125,000   |   |                |        |   |                                            |       |   |                       | 125,000   |  
|Common Units issued as a result of common stock issued by Regency, net of repurchases |  |                 |         |   |                                          | 86,143    |   |                |        |   |                                            |       |   |                       | 86,143    |  
|Common Units exchanged for common stock of Regency                                    |  |                 |         |   |                                          | 7,154     |   |                | (7,154  | ) |                                            |       |   |                       |          |  
|Units issued for acquisition of real estate                                           |  |                 |         |   |                                          |          |   |                | 38,400  |   |                                            |       |   |                       | 38,400    |  
|Reallocation of limited partners interest                                            |  |                 |         |   |                                          | 6,684     |   |                | (6,684  | ) |                                            |       |   |                       |          |  
|                                                                                      |  |                 |          |   |                                          |           |   |                |         |   |                                            |        |   |                       |           |  
|Balance at December 31, 2004                                                          |  | $               | 101,762  |   |                                          | 1,504,008 |   |                | 30,775  |   |                                            | (5,291 | ) |                       | 1,631,254 |  
|                                                                                      |  |                 |          |   |                                          |           |   |                |         |   |                                            |        |   |                       |           |  



See
accompanying notes to consolidated financial statements.



F-7



---

##### Table of Contents

##### Index to Financial Statements

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the years ended December 31, 2004, 2003 and 2002

(in thousands)



|                                                                                  |  |      |          |   |      |          |   |      |          |  
|--------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | -------- | - | ---- | -------- | -
|                                                                                  |  | 2004 |          |   | 2003 |          |   | 2002 |         
|Cash flows from operating activities:                                             |  |      |          |   |      |          |   |      |          |  
|Net income                                                                        |  | $    | 158,735  |   |      | 163,659  |   |      | 146,796  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |          |   |      |          |   |      |          |  
|Depreciation and amortization                                                     |  |      | 81,936   |   |      | 75,023   |   |      | 74,417   |  
|Deferred loan cost and debt premium amortization                                  |  |      | 1,739    |   |      | 1,099    |   |      | 1,636    |  
|Services provided by Regency in exchange for Common Units                         |  |      | 14,432   |   |      | 11,327   |   |      | 9,517    |  
|Minority interest of limited partners                                             |  |      | 319      |   |      | 501      |   |      | 492      |  
|Equity in income of investments in real estate partnerships                       |  |      | (10,194  | ) |      | (11,276  | ) |      | (5,765   | )
|Net gain on sale of properties                                                    |  |      | (60,539  | ) |      | (65,877  | ) |      | (40,083  | )
|Provision for loss on operating properties                                        |  |      | 810      |   |      | 1,969    |   |      | 4,369    |  
|Other income                                                                      |  |      |         |   |      |         |   |      | (2,384   | )
|Distributions from operations of investments in real estate partnerships          |  |      | 13,342   |   |      | 8,341    |   |      | 5,522    |  
|Hedge settlement                                                                  |  |      | (5,720   | ) |      |         |   |      |         |  
|Changes in assets and liabilities:                                                |  |      |          |   |      |          |   |      |          |  
|Tenant receivables                                                                |  |      | (5,849   | ) |      | (6,590   | ) |      | (863     | )
|Deferred leasing costs                                                            |  |      | (6,199   | ) |      | (11,021  | ) |      | (12,917  | )
|Other assets                                                                      |  |      | 1,449    |   |      | 1,245    |   |      | (10,885  | )
|Accounts payable and other liabilities                                            |  |      | (574     | ) |      | 11,735   |   |      | (15,795  | )
|Tenants security and escrow deposits                                             |  |      | 214      |   |      | 510      |   |      | 699      |  
|                                                                                  |  |      |          |   |      |          |   |      |          |  
|Net cash provided by operating activities                                         |  |      | 183,901  |   |      | 180,645  |   |      | 154,756  |  
|                                                                                  |  |      |          |   |      |          |   |      |          |  
|Cash flows from investing activities:                                             |  |      |          |   |      |          |   |      |          |  
|Acquisition of real estate                                                        |  |      | (60,358  | ) |      | (86,780  | ) |      | (57,056  | )
|Development of real estate                                                        |  |      | (340,217 | ) |      | (328,920 | ) |      | (245,011 | )
|Proceeds from sale of real estate investments                                     |  |      | 317,178  |   |      | 237,033  |   |      | 427,808  |  
|Repayment of notes receivable, net                                                |  |      | 64,009   |   |      | 117,643  |   |      | 37,363   |  
|Investments in real estate partnerships                                           |  |      | (66,299  | ) |      | (14,881  | ) |      | (46,019  | )
|Distributions received from investments in real estate partnerships               |  |      | 47,369   |   |      | 26,902   |   |      | 11,784   |  
|                                                                                  |  |      |          |   |      |          |   |      |          |  
|Net cash (used in) provided by investing activities                               |  |      | (38,318  | ) |      | (49,003  | ) |      | 128,869  |  
|                                                                                  |  |      |          |   |      |          |   |      |          |  
|Cash flows from financing activities:                                             |  |      |          |   |      |          |   |      |          |  
|Net proceeds from the issuance of Regency stock and Common Units                  |  |      | 81,662   |   |      | 127,428  |   |      | 9,932    |  
|Repurchase of Regency stock and corresponding Common Units                        |  |      |         |   |      | (150,502 | ) |      | (2,725   | )
|Redemption of preferred units                                                     |  |      | (125,000 | ) |      | (155,750 | ) |      |         |  
|Cash paid for conversion of Common Units by limited partner                       |  |      | (20,402  | ) |      | (1,794   | ) |      | (83      | )
|Contributions (distributions) from limited partners in consolidated partnerships  |  |      | 373      |   |      | (10,676  | ) |      | (384     | )
|Distributions to preferred unit holders                                           |  |      | (25,226  | ) |      | (30,129  | ) |      | (36,333  | )
|Cash distributions for dividends                                                  |  |      | (131,979 | ) |      | (127,778 | ) |      | (122,127 | )
|Net proceeds from issuance of preferred units                                     |  |      | 120,712  |   |      | 72,295   |   |      |         |  
|Repayment of fixed rate unsecured notes                                           |  |      | (200,000 | ) |      |         |   |      |         |  
|Proceeds from issuance of fixed rate unsecured notes, net                         |  |      | 148,646  |   |      |         |   |      | 249,625  |  
|Proceeds (repayment) of unsecured line of credit, net                             |  |      | 5,000    |   |      | 115,000  |   |      | (294,000 | )
|Proceeds from notes payable                                                       |  |      | 84,223   |   |      | 30,822   |   |      | 7,082    |  
|Repayment of notes payable, net                                                   |  |      | (8,176   | ) |      | (22,840  | ) |      | (58,306  | )
|Scheduled principal payments                                                      |  |      | (5,711   | ) |      | (4,099   | ) |      | (5,630   | )
|Deferred loan costs                                                               |  |      | (4,254   | ) |      | (197     | ) |      | (2,082   | )
|                                                                                  |  |      |          |   |      |          |   |      |          |  
|Net cash used in financing activities                                             |  |      | (80,132  | ) |      | (158,220 | ) |      | (255,031 | )
|                                                                                  |  |      |          |   |      |          |   |      |          |  
|Net increase (decrease) in cash and cash equivalents                              |  |      | 65,451   |   |      | (26,578  | ) |      | 28,594   |  
|                                                                                  |  |      |         
|Cash and cash equivalents at beginning of the year                                |  |      | 29,869   |   |      | 56,447   |   |      | 27,853   |  
|                                                                                  |  |      |          |   |      |          |   |      |          |  
|Cash and cash equivalents at end of the year                                      |  | $    | 95,320   |   |      | 29,869   |   |      | 56,447   |  
|                                                                                  |  |      |          |   |      |          |   |      |          |  



F-8



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##### Table of Contents

##### Index to Financial Statements

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the years ended December 31, 2004, 2003 and 2002

(in thousands)



|                                                                                                                                                                             |  |   |        |  |         |  |       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------ |  | ------- |  | ------
|Supplemental disclosure of cash flow information - cash paid for interest (net of capitalized interest of $11,228, $13,106 and $13,753 in
2004, 2003 and 2002, respectively) |  | $ | 85,416 |  | 84,531  |  | 78,450
|                                                                                                                                                                             |  |   |        |  |         |  |       
|Supplemental disclosure of non-cash transactions:                                                                                                                            |  |   |        |  |         |  |       
|                                                                                                                                                                             |  |   |       
|Mortgage debt assumed by purchaser on sale of real estate                                                                                                                    |  | $ | 44,684 |  | 13,557  |  | 4,570 
|                                                                                                                                                                             |  |   |        |  |         |  |       
|Common stock issued for partnership units exchanged                                                                                                                          |  | $ | 7,154  |  | 3,616   |  | 1,288 
|                                                                                                                                                                             |  |   |        |  |         |  |       
|Mortgage loans assumed for the acquisition of real estate                                                                                                                    |  | $ | 61,717 |  | 15,342  |  | 46,747
|                                                                                                                                                                             |  |   |        |  |         |  |       
|Real estate contributed as investments in real estate partnerships                                                                                                           |  | $ | 31,312 |  | 24,100  |  | 29,486
|                                                                                                                                                                             |  |   |        |  |         |  |       
|Exchangeable operating partnership units issued for the acquisition of real estate                                                                                           |  | $ | 38,400 |  |        |  |      
|                                                                                                                                                                             |  |   |        |  |         |  |       
|Notes receivable taken in connection with sales of operating properties, properties in development and out-parcels                                                           |  | $ | 3,255  |  | 131,794 |  | 61,489
|                                                                                                                                                                             |  |   |        |  |         |  |       
|Change in fair value of derivative instrument                                                                                                                                |  | $ |       |  | 175     |  |      
|                                                                                                                                                                             |  |   |        |  |         |  |       
|Common stock redeemed to pay off stock loans                                                                                                                                 |  | $ |       |  |        |  | 6,089 
|                                                                                                                                                                             |  |   |        |  |         |  |       



See
accompanying notes to consolidated financial statements.



F-9



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to
Consolidated Financial Statements



December 31, 2004



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



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



Regency Centers, L.P. (RCLP or the Partnership) is the primary entity through which Regency Centers Corporation
(Regency or the Company), a self-administered and self-managed real estate investment trust (REIT), conducts all of its business and owns all of its assets.



The Partnership was formed in 1996 for the purpose of acquiring certain real
estate properties. At December 31, 2004, Regency owns approximately 98% of the outstanding common units of the Partnership.



The Partnerships ownership interests are represented by Units, of which there are i) five series of preferred Units, ii) common Units owned by the
limited partners and iii) common Units owned by Regency which serves as the general partner. Each outstanding common Unit owned by a limited partner is exchangeable, on a one share per one Unit basis, for the common stock of Regency or for cash at
Regencys election.



The accompanying consolidated
financial statements include the accounts of the Partnership, its wholly owned subsidiaries, and also partnerships in which it has voting control. All significant intercompany balances and transactions have been eliminated in the consolidated
financial statements.



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



The Partnership leases space to tenants under agreements with varying terms. Leases are accounted for as operating leases with minimum rent recognized on a straight-line basis over the term of the lease regardless of
when payments are due. Accrued rents are included in tenant receivables.



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 financial involvement with the property.



The Partnership has been engaged by joint ventures to provide asset and property management services for their 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.



F-10



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



| | (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, direct employee
costs, and other costs incurred during the period of development.



The Partnership incurs costs prior to land acquisition including acquisition contract deposits, as well as legal, engineering and other external professional fees related to evaluating the feasibility of developing a shopping center. These
pre-acquisition development costs are included in properties in development. If the Partnership determines that the development of a shopping center is no longer probable, any pre-development costs previously incurred are immediately expensed. At
December 31, 2004 and 2003, the Partnership had capitalized pre-development costs of $10.5 million and $8.8 million, respectively.



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 allocates 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 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 comparable to the acquired in-place leases as well as the value associated with lost rental and recovery revenue during the assumed lease-up period. The value of in-place leases is amortized to expense over
the estimated weighted-average remaining lease lives.



F-11



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



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



Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the difference between (i) the
contractual amounts to be paid pursuant to the in-place leases and (ii) managements estimates 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 because the customer relationships associated with the acquired property provide no incremental
value over the Partnerships existing relationships.



The
Partnership follows the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (Statement 144). In accordance with Statement 144, operating properties held for sale includes only those
properties available for immediate sale in their present condition and for which management believes it is probable that a sale of the property will be completed within one year. 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 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 a property is permanently impaired, the Partnership will write down the
asset to fair value for held-and-used assets and to fair value less costs to sell for held-for-sale assets. During 2004, 2003 and 2002 the Partnership recorded a provision for loss of approximately $810,000, $2.0 million and
$4.4 million, based upon the criteria described above. The provision for loss on properties subsequently sold to third parties is included as part of discontinued operations.



The Partnerships properties generally have operations and cash flows that can be clearly distinguished from the rest
of the Partnership. In accordance with Statement 144, the operations and gains on sales reported in discontinued operations include those operating properties and properties in development that were sold and for which operations and cash flows can
be clearly distinguished. The operations from these properties have been eliminated from ongoing operations and the Partnership will not have continuing involvement after disposition. Prior periods have been restated to reflect the operations of
these properties as discontinued operations. The operations and gains on sales of operating properties sold to real estate partnerships in which the Partnership has continuing involvement are included in income from continuing operations.



F-12



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



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



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 is allowed to reduce taxable income by all or a portion of its distributions to stockholders. As distributions have exceeded taxable income, no provision for federal income taxes has been made in the accompanying consolidated financial
statements (except as required for the Partnerships Taxable REIT Subsidiary as discussed below).



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



The net book basis of real estate assets exceeds the tax basis by approximately $103.9 million and $113.2 million at December 31, 2004 and 2003,
respectively, primarily due to the difference between the cost basis of the assets acquired and their carryover basis recorded for tax purposes.



The following summarizes the tax status of dividends paid during the respective years:



|                               |  |      |       |   |      |       |   |      |       |  
|------------------------------ |  | ---- | ----- | - | ---- | ----- | - | ---- | ----- | -
|                               |  | 2004 |       |   | 2003 |       |   | 2002 |      
|Dividend per share             |  | $    | 2.12  |   |      | 2.08  |   |      | 2.04  |  
|Ordinary income                |  |      | 82.00 | % |      | 74.04 | % |      | 71.00 | %
|Capital gain                   |  |      | 6.00  | % |      | .49   | % |      | 1.00  | %
|Return of capital              |  |      | 3.00  | % |      | 12.84 | % |      | 22.00 | %
|Unrecaptured Section 1250 gain |  |      | 9.00  | % |      | 7.16  | % |      | 4.00  | %
|Qualified 5-year gain          |  |      |      |   |      |      |   |      | 2.00  | %
|Post-May 5 gain                |  |      |      |   |      | 5.47  | % |      |      |  



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. Income tax expense consists of the
following for the years ended December 31, 2004, 2003 and 2002 which is included in either other expenses or discontinued operations (in thousands):



|                                   |  |      |        |   |      |        |   |      |        |  
|---------------------------------- |  | ---- | ------ | - | ---- | ------ | - | ---- | ------ | -
|                                   |  | 2004 |        |   | 2003 |        |   | 2002 |       
|Income tax expense (benefit)       |  |      |        |   |      |        |   |      |        |  
|Current                            |  | $    | 10,730 |   |      | 4,179  |   |      | 4,054  |  
|Deferred                           |  |      | (1,978 | ) |      | (1,230 | ) |      | (4,445 | )
|                                   |  |      |        |   |      |        |   |      |        |  
|Total income tax expense (benefit) |  | $    | 8,752  |   |      | 2,949  |   |      | (391   | )
|                                   |  |      |        |   |      |        |   |      |        |  



F-13



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



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



Income tax expense differed from the amounts computed by applying the U.S. Federal income tax rate of 34% to pretax income as follows for the years ended
December 31, 2004, 2003 and 2002 (in thousands):



|                                                    |  |      |       |      |       |   |      |      |  
|--------------------------------------------------- |  | ---- | ----- | ---- | ----- | - | ---- | ---- | -
|                                                    |  | 2004 |       | 2003 |       |   | 2002 |     
|Computed expected tax expense (benefit)             |  | $    | 5,759 |      | 3,539 |   |      | (84  | )
|Increase in income taxes resulting from state taxes |  |      | 913   |      | 308   |   |      | (41  | )
|All other items                                     |  |      | 2,080 |      | (898  | ) |      | (266 | )
|                                                    |  |      |       |      |       |   |      |      |  
|Total income tax expense (benefit)                  |  | $    | 8,752 |      | 2,949 |   |      | (391 | )
|                                                    |  |      |       |      |       |   |      |      |  



RRG had net deferred
tax assets of $8.9 million and $6.9 million at December 31, 2004 and 2003, respectively. The majority of the deferred tax assets relate to deferred interest expense and tax costs capitalized on projects under development. No valuation allowance was
provided and the Partnership believes it is more likely than not that the future benefits associated with these deferred assets will be realized.



| | (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. Deferred leasing costs consist of internal and external commissions associated with leasing the Partnerships shopping centers. Net deferred leasing costs were $30.8 million and $28.0 million at December 31,
2004 and 2003, respectively. Deferred loan costs consist of initial direct and incremental costs associated with financing activities. Net deferred loan costs were $10.2 million and $7.8 million at December 31, 2004 and 2003, 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 exchangeable operating partnership units. See note 9 for the calculation of earnings per unit (EPU).



Repurchases of the Companys common stock (net of shares retired) are recorded at cost and are reflected as Treasury
stock in the consolidated statements of stockholders equity. 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 and cash received from the sales of development properties are included in cash flows from operations in the consolidated statements of cash flows.



F-14



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



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



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Partnerships management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates.



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



Regency is committed to contribute to the Partnership all proceeds from the exercise of options or other stock-based awards granted under Regencys
Stock Option and Incentive Plan. Regencys ownership in the Partnership will be increased based on the amount of proceeds contributed to the Partnership.



The Partnership follows the provisions of SFAS No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure
(Statement 148). Statement 148 provides 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 amends the disclosure
requirements of SFAS Statement 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 currently follows the accounting guidelines pursuant to Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (Opinion 25), for
stock-based compensation and furnishes 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. Generally, the approach in Statement 123(R) 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. Pro-forma disclosure is no longer an alternative. Statement 123(R) must be adopted no later
than July 1, 2005.



Statement 123(R) permits companies to
adopt its requirements using one of two methods:



1. 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.



2. The modified retrospective method includes the requirements of the modified prospective method described above, but also permits
entities to restate based on the amounts previously recognized under Statement 123 for purposes of pro-forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of adoption.



The Partnership adopted Statement 123R using the modified prospective method
on January 1, 2005.



F-15



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



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



As permitted by Statement 123, the Partnership currently accounts for share-based payments to employees using Opinion 25s intrinsic value method and
generally recognizes no compensation cost for employee stock options. Accordingly, the adoption of Statement 123(R)s fair value method will have an impact on its results of operations in 2005. Had the Partnership adopted Statement 123(R) in
prior periods, 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 below.



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 December 31, 2004, there were approximately 4.3 million shares available for grant under the Plan either through options or restricted stock of which 2.0 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 may have certain dividend equivalent and stock option reload rights. The reload rights allow for an option holder to receive
new options each time existing options are exercised if the existing options are 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 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 with an exercise price of $51.36, the fair value on the date of grant, and substantially all of the reload rights on existing stock options were cancelled.



Restricted stock granted under the Plan generally vests over a period of four years, although certain grants cliff-vest
after eight years, but contain provisions that allow for accelerated vesting over a shorter term if certain performance criteria are met. Compensation expense is measured at the grant date and recognized ratably over the vesting period. The Company
considers the likelihood of meeting the performance criteria in determining the amount to expense on a periodic basis. In general, such criteria have been met, thus expense is recognized at a rate commensurate with the actual vesting period.
Restricted stock grants also have certain dividend rights under the Plan, which are expensed in a manner similar to the underlying stock.



F-16



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



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



The following table represents restricted stock granted in January 2005, 2004 and 2003, respectively, for each of the following performance years:



|                                     |  |      |         |      |         |      |        
|------------------------------------ |  | ---- | ------- | ---- | ------- | ---- | -------
|                                     |  | 2004 |         | 2003 |         | 2002
|Fair value of stock at date of grant |  | $    | 51.36   |      | 39.97   |      | 31.27  
|                                     |  |      |         |      |         |      |        
|4-year vesting grant                 |  |      | 246,375 |      | 219,787 |      | 232,758
|8-year vesting grant                 |  |      |        |      | 64,649  |      | 103,592
|                                     |  |      |         |      |         |      |        
|Total stock grants                   |  |      | 246,375 |      | 284,436 |      | 336,350
|                                     |  |      |         |      |         |      |        



The 4-year stock
grants vest at the rate of 25% per year and the 8-year stock grants cliff-vest after eight years, but have the ability for accelerated vesting under the terms described above. Based upon restricted stock vesting in 2004, 2003 and 2002, the
Partnership recorded compensation expense of $11.8 million, $7.5 million and $5.6 million, respectively including the dividends vesting on restricted stock. During 2004, 2003 and 2002, the Partnership recorded compensation expense for dividend
equivalents related to stock options of $2.2 million, $3.5 million and $3.2 million respectively, related to unexercised stock options. The Partnership also incurs stock based compensation related to fees paid to it Board of Directors, and
non-exempt employee anniversaries.



The following table
represents the assumptions used for the Black-Scholes option-pricing model for options granted in the respective year:



|                                                       |  |      |      |   |      |      |   |      |      |  
|------------------------------------------------------ |  | ---- | ---- | - | ---- | ---- | - | ---- | ---- | -
|                                                       |  | 2004 |      |   | 2003 |      |   | 2002 |     
|Per share weighted average fair value of stock options |  | $    | 4.75 |   |      | 2.23 |   |      | 1.94 |  
|Expected dividend yield                                |  |      | 4.0  | % |      | 5.5  | % |      | 6.8  | %
|Risk-free interest rate                                |  |      | 2.9  | % |      | 2.2  | % |      | 2.0  | %
|Expected volatility                                    |  |      | 19.0 | % |      | 16.0 | % |      | 19.1 | %
|Expected life in years                                 |  |      | 2.1  |   |      | 2.4  |   |      | 2.5  |  



F-17



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



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



The Partnership applies Opinion 25 in accounting for its Plan, and accordingly, no compensation cost has been recognized for its stock options in the
consolidated financial statements. Had the Partnership determined compensation cost based on the fair value at the grant date for its stock options under Statement 123, the Partnerships net income for common stockholders would have been
reduced to the pro-forma amounts indicated below (in thousands except per unit data):



|                                                                                                                 |  |      |         |      |         |      |        
|---------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | ---- | ------- | ---- | -------
|                                                                                                                 |  | 2004 |         | 2003 |         | 2002
|Net income for common unit holders as reported:                                                                  |  | $    | 130,273 |      | 129,658 |      | 113,321
|Add: stock-based employee compensation expense included in reported net income                                   |  |      | 14,425  |      | 11,327  |      | 9,517  
|Deduct: total stock-based employee compensation expense determined under fair value based methods for all awards |  |      | 21,067  |      | 15,455  |      | 13,470 
|                                                                                                                 |  |      |         |      |         |      |        
|Pro-forma net income                                                                                             |  | $    | 123,631 |      | 125,530 |      | 109,368
|                                                                                                                 |  |      |         |      |         |      |        
|Earnings per unit:                                                                                               |  |      |         |      |         |      |        
|Basic  as reported                                                                                              |  | $    | 2.08    |      | 2.13    |      | 1.85   
|                                                                                                                 |  |      |         |      |         |      |        
|Basic  pro-forma                                                                                                |  | $    | 1.98    |      | 2.06    |      | 1.78   
|                                                                                                                 |  |      |         |      |         |      |        
|Diluted  as reported                                                                                            |  | $    | 2.08    |      | 2.12    |      | 1.84   
|                                                                                                                 |  |      |         |      |         |      |        
|Diluted  pro-forma                                                                                              |  | $    | 1.97    |      | 2.05    |      | 1.77   
|                                                                                                                 |  |      |         |      |         |      |        



| | (j) | Consolidation of Variable Interest Entities
| | --- | -------------------------------------------



In December 2003, the FASB issued Interpretation No. 46 (FIN 46) (revised December 2003 (FIN 46R)), Consolidation of
Variable Interest Entities, which addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. FIN 46R
replaces FIN 46, which was issued in January 2003. FIN 46R was applicable immediately to a variable interest entity created after January 31, 2003 and as of the first interim period ending after March 15, 2004 to those variable interest entities
created before February 1, 2003 and not already consolidated under FIN 46 in previously issued financial statements. The Partnership did not create any variable interest entities after January 31, 2003. The Partnership has adopted FIN 46R, analyzed
the applicability of this interpretation to its structures and determined that they are not party to any significant variable interest entities.



F-18



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



| | (k) | 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 incidental 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 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.



| | (l) | Derivative Financial Instruments
| | --- | --------------------------------



The Partnership adopted SFAS No. 133 Accounting for Derivative Instruments and Hedging Activities as amended by SFAS No. 149 (Statement
133) on January 1, 2001. 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 or rate locks.



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
qualify 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.



F-19



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



| | (m) | 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 year ended December 31, 2004.



At December 31, 2004, 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 are to 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 $5.1 million at December 31, 2004 as compared to their carrying value of $851,088. The Partnership has no other financial instruments that are affected by Statement 150.



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



Certain reclassifications have been made to the 2003 and 2002 amounts to conform to classifications adopted in 2004.



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



During 2004, the Partnership acquired five operating properties from third parties for $164.4 million. The purchase price included the assumption of $61.7
million in debt, the issuance of 920,562 common units to limited partners valued at $38.4 million, and cash. During 2003, the Partnership acquired four operating properties from third parties for $75.4 million. The Partnership also acquired a
redevelopment property for $26.4 million. In accordance with Statement 141, acquired lease intangible assets of $6.3 million and $7.9 million for in-place leases were recorded for the acquisitions in 2004 and 2003, respectively. The acquisitions
were accounted for as purchases and the results of their operations are included in the consolidated financial statements from the respective dates of acquisition, and neither was considered significant to the Partnerships operations in the
current or preceding periods.



F-20



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



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



During 2004, the Partnership sold 100% of its interest in 17 properties for net proceeds of $130.5 million. The combined operating income from these
properties and from properties held for sale including related gains are included in discontinued operations. The revenues from properties included in discontinued operations, including properties sold in 2004, 2003 and 2002, as well as operating
properties held for sale, were $9.9 million, $23.1 million and $48.6 million for the years ended December 31, 2004, 2003 and 2002, respectively. The operating income from these properties was $4.2 million, $8.8 million and $22.2 million for the
years ended December 31, 2004, 2003 and 2002, respectively.



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



The Partnership accounts for all investments in which it owns 50% or less and does not have a controlling financial interest using the equity method. The
Partnerships combined investment in these partnerships was $179.7 million and $140.5 million at December 31, 2004 and 2003, respectively. Any difference between the carrying amount of these investments and the underlying equity in net assets
is amortized to equity in income of investments in real estate partnerships over the depreciable lives of the properties and other intangible assets which range in lives from 10 to 40 years. Net income, which includes all operating results, as well
as gains and losses on sales of properties within the joint ventures, is allocated to the Partnership in accordance with the respective partnership agreements. Such allocations of net income are recorded in equity in income of investments in real
estate partnerships in the accompanying consolidated statements of operations. Investments in real estate partnerships are primarily comprised of joint ventures where RCLP invests with three co-investment partners, as further 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 2004, 2003 and 2002,
the Partnership received fees from these joint ventures of $9.3 million, $5.6 million, and $3.5 million, respectively.



The Partnership co-invests with the Oregon Public Employees Retirement Fund in three joint ventures (collectively Columbia) in which it has
ownership interests of 20% or 30%. As of December 31, 2004, Columbia owned 18 shopping centers, had total assets of $496.9 million, and net income of $23.8 million. The Partnerships share of Columbias total assets and net income was
$111.5 million and $4.1 million, respectively. During 2004, Columbia acquired eight shopping centers from unrelated parties for a purchase price of $250.8 million. The Partnership contributed $31.9 million for its proportionate share of the purchase
price. Columbia sold three shopping centers during 2004 for $74.0 million to unrelated parties with a gain of $10.0 million. During 2003, Columbia acquired two shopping centers for $39.1 million from unrelated parties and sold one shopping center to
an unrelated party for $46.2 million with a gain of $9.3 million. There were no properties sold by Columbia during 2002.



F-21



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



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



The Partnership co-invests with Macquarie CountryWide Trust of Australia (MCW), in two joint ventures (collectively, MCWR) in
which it has an ownership interest of 25%. As of December 31, 2004, MCWR owned 51 shopping centers, had total assets of $734.6 million, and net income of $12.1 million. RCLPs share of MCWRs total assets and net income was $183.6 million
and $3.5 million, respectively. During 2004, MCWR acquired 23 shopping centers from unrelated parties for a purchase price of $274.5 million. The Partnership contributed $34.8 million for its proportionate share of the purchase price. In addition,
MCWR acquired three properties from the Partnership valued at $69.7 million, for which it received cash of $63.7 million. MCWR sold one shopping center during 2004 to an unrelated party for $12.8 million with a gain of $190,559.



During 2003, MCWR acquired 12 shopping centers from the Partnership valued
at $232.9 million, for which it received cash of $79.4 million, and short-term notes receivable of $95.3 million. MCWR repaid the notes during 2003 and 2004. During 2003, MCWR sold two shopping centers to third parties for $20.1 million. There were
no properties sold by MCWR during 2002.



On February 14, 2005,
RCLP and MCW entered into a contract with CalPERS/First Washington to acquire 101 shopping centers operating in 17 states, located primarily in the Washington D.C./Baltimore metro area as well as northern and southern California (FW
Portfolio). The contract purchase price is $2.74 billion. The portfolio of shopping centers will be owned in a new joint venture (MCWR II) between RCLP and MCW in which the Partnership will have an ownership interest of 35%. The
acquisition is expected to close during the second quarter of 2005. The Partnership expects to account for its investment in the venture as an unconsolidated investment in real estate partnerships. The Partnership has executed a bank commitment to
provide the financing for its share of the purchase price discussed further in note 6.



In December 2004, the Partnership formed a new joint venture with the California State Teachers Retirement System (RegCal) in which it has a 25% ownership interest. As of December 31, 2004, RegCal
owned four shopping centers, had total assets of $126.4 million, and net income of $70,608. RCLPs share of RegCals total assets and net income was $31.6 million and $17,652, at December 31, 2004, respectively. During 2004, RegCal
acquired four properties from the Partnership valued at $124.5 million, assumed debt of $34.8 million and the Partnership received net proceeds of $73.9 million.



Recognition of gains from sales to joint ventures is recorded on only that portion of the sales not attributable to the
Partnerships ownership interest. The gains and operations are not recorded as discontinued operations because of RCLPs continuing involvement in these shopping centers. Columbia, MCWR and RegCal 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.



With the exception of Columbia, MCWR, and RegCal, all of which intend to
continue expanding their investments in shopping centers, the investments in real estate partnerships represent single asset entities formed for the purpose of developing and owning retail shopping centers.



F-22



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



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



On November 30, 2004, the Partnership sold a 50% interest in Valleydale, LLC, a single asset entity, to an affiliate of Publix Supermarkets for $12.8
million and transferred its residual 50% investment interest to unconsolidated investments in real estate partnerships.



In August 2004, RCLP sold its membership interest in the Hermosa Venture 2002, LLC to the partner. In March 2004, the only two shopping centers owned by
the OTR/Regency Texas Realty Holdings, L.P., an unconsolidated joint venture in which RCLP had a 30% equity interest, were sold to an unrelated party for $28.3 million resulting in a gain of $8.2 million. The Partnership received $17.2 million which
represents a $4.3 million distribution for the Partnerships 30% equity interest and $12.9 million for the repayment of a loan. The Partnership recognized a $1.2 million gain included in equity in income of investments in real estate
partnerships in the accompanying consolidated statements of operations. The Partnership has no remaining investment or commitment in either of these two joint ventures.



The Partnerships investments in real estate partnerships as of December 31, 2004 and 2003 consist of the following (in
thousands):



|                                              |  |           |  |      |         |      |        
|--------------------------------------------- |  | --------- |  | ---- | ------- | ---- | -------
|                                              |  | Ownership |  | 2004 |         | 2003
|Macquarie CountryWide-Regency (MCWR)          |  | 25%       |  | $    | 65,134  |      | 30,347 
|Macquarie Countrywide Direct (MCWR)           |  | 25%       |  |      | 8,001   |      | 8,724  
|Columbia Regency Retail Partners (Columbia)   |  | 20%       |  |      | 41,380  |      | 40,267 
|Cameron Village LLC (Columbia)                |  | 30%       |  |      | 21,612  |      |       
|Columbia Regency Partners II (Columbia)       |  | 20%       |  |      | 3,107   |      |       
|RegCal, LLC (RegCal)                          |  | 25%       |  |      | 13,232  |      |       
|Other investments in real estate partnerships |  | 27% - 50% |  |      | 27,211  |      | 61,158 
|                                              |  |           |  |      |         |      |        
|                                              |  |           |  | $    | 179,677 |      | 140,496
|                                              |  |           |  |      |         |      |        



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



|                                |  |                  |           |                  |        
|------------------------------- |  | ---------------- | --------- | ---------------- | -------
|                                |  | December 31,2004 |           | December 31,2003
|Balance Sheet:                  |  |                  |           |                  |        
|Investment in real estate, net  |  | $                | 1,325,850 |                  | 727,530
|Acquired lease intangibles, net |  |                  | 74,261    |                  | 45,252 
|Other assets                    |  |                  | 39,506    |                  | 39,408 
|                                |  |                  |           |                  |        
|Total assets                    |  | $                | 1,439,617 |                  | 812,190
|                                |  |                  |           |                  |        
|Notes payable                   |  | $                | 665,517   |                  | 322,238
|Other liabilities               |  |                  | 24,471    |                  | 14,102 
|Partners equity                |  |                  | 749,629   |                  | 475,850
|                                |  |                  |           |                  |        
|Total liabilities and equity    |  | $                | 1,439,617 |                  | 812,190
|                                |  |                  |           |                  |        



Unconsolidated
investments in real estate partnerships had notes payable of $665.5 million as of December 31, 2004 and the Partnerships proportionate share of these loans was $168.1 million. The Partnership does not guarantee any debt of these partnerships
and is responsible for only its share based upon its ownership percentage.





F-23



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



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



The revenues and expenses for the unconsolidated investments on a combined basis are summarized as follows for the years ended December 31, 2004, 2003 and
2002 (in thousands):



|                            |  |      |         |      |        |      |       
|--------------------------- |  | ---- | ------- | ---- | ------ | ---- | ------
|                            |  | 2004 |         | 2003 |        | 2002
|Statements of Operations:   |  |      |         |      |        |      |       
|Total revenues              |  | $    | 110,939 |      | 76,157 |      | 42,073
|Total expenses              |  |      | 82,127  |      | 50,315 |      | 25,151
|Gain on sale of real estate |  |      | 18,977  |      | 13,760 |      | 3,844 
|                            |  |      |         |      |        |      |       
|Net income                  |  | $    | 47,789  |      | 39,602 |      | 20,766
|                            |  |      |         |      |        |      |       



|5. | Acquired Lease Intangibles:
|-- | ---------------------------



Acquired lease intangible assets are net of accumulated amortization of $2.6 million and $405,327 at December 31, 2004 and 2003, respectively. These
assets have a remaining weighted average amortization period of six years. The aggregate amortization expense from acquired leases was $2.2 million, $368,231 and $37,096 for the years ended December 31, 2004, 2003 and 2002, respectively. Acquired
lease intangible liabilities are net of previously accreted minimum rent of $1.9 million and $953,964 at December 31, 2004 and 2003, respectively and have a remaining weighted average amortization period of six years.



The estimated aggregate amortization and accretion amounts from acquired
lease intangibles for each of the next five years are as follows (in thousands):



|                         |  |                     |       |             |    
|------------------------ |  | ------------------- | ----- | ----------- | ---
|Year Ending December 31, |  | AmortizationExpense |       | MinimumRent
|2005                     |  | $                   | 3,569 |             | 954
|2006                     |  |                     | 3,569 |             | 954
|2007                     |  |                     | 2,404 |             | 954
|2008                     |  |                     | 1,070 |             | 954
|2009                     |  |                     | 981   |             | 954



|6. | Notes Payable and Unsecured Line of Credit
|-- | ------------------------------------------



The Partnerships outstanding debt at December 31, 2004 and 2003 consists of the following (in thousands):



|                             |  |      |           |      |          
|---------------------------- |  | ---- | --------- | ---- | ---------
|                             |  | 2004 |           | 2003
|Notes Payable:               |  |      |           |      |          
|Fixed rate mortgage loans    |  | $    | 275,726   |      | 217,001  
|Variable rate mortgage loans |  |      | 68,418    |      | 41,629   
|Fixed rate unsecured loans   |  |      | 948,946   |      | 999,147  
|                             |  |      |           |      |          
|Total notes payable          |  |      | 1,293,090 |      | 1,257,777
|Unsecured line of credit     |  |      | 200,000   |      | 195,000  
|                             |  |      |           |      |          
|Total                        |  | $    | 1,493,090 |      | 1,452,777
|                             |  |      |           |      |          



F-24



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



|6. | Notes Payable and Unsecured Line of Credit (continued)
|-- | ------------------------------------------------------



On April 1, 2004, RCLP completed the sale of $150 million of ten-year senior unsecured notes. The 4.95% notes are due April 15, 2014 and were priced at
99.747% to yield 4.982%. The proceeds of the offering were used to partially repay the $200 million of 7.4% notes maturing on April 1, 2004 and the remaining balance due was funded from the unsecured line of credit. As a result of two
forward-starting interest rate swaps totaling $144.2 million initiated in 2003 in anticipation of this transaction, the effective interest rate is 5.47%. On March 31, 2004, the interest rate swaps were settled for $5.7 million, which is recorded in
OCI and will be amortized over the ten-year term of the notes to interest expense. The swaps qualified for hedge accounting under Statement 133; therefore, the change in fair value and its settlement was recorded in OCI.



On March 26, 2004, the Partnership closed on the amended and restated
unsecured revolving line of credit (the Line). Under the new agreement, the Partnership reduced the Line commitment from $600 million to $500 million. The Line has a three-year term with a one-year extension option at an interest rate of
LIBOR plus .75% which is a reduction of 10 basis points from the prior agreement. At December 31, 2004, the balance on the Line was $200 million. Interest rates paid on the Line, which are based on LIBOR plus .75%, were 3.1875% at December 31, 2004
and LIBOR plus .85% or 1.975% at December 31, 2003. 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 February 15, 2005, the Partnership executed a commitment letter related to the Line which will temporarily modify certain Line covenants related to borrowing capacity and leverage, and will also add a temporary
bridge loan for $275 million (Bridge Commitment). The temporary modifications will expire and the Bridge Commitment will mature nine months after the closing of the FW Portfolio into MCWR II. The Bridge Commitment combined with existing
borrowing capacity under the Line will provide sufficient cash for RCLPs equity investment into MCWR II. These borrowings will raise the Partnerships debt to assets leverage ratio above current levels, which could exceed currently
allowable Line covenants. The temporary modification to the leverage covenant is intended to keep RCLP from defaulting on the Line during the term that the Bridge Commitment is outstanding. The Partnership intends to payoff the Bridge Commitment
within the nine month term through a combination of issuing equity and selling shopping centers under our capital recycling program.



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 5.01% to 9.50%.



F-25



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



|6. | Notes Payable and Unsecured Line of Credit (continued)
|-- | ------------------------------------------------------



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 long-term debt is $1.6 billion.



As of December 31, 2004, scheduled principal repayments on notes payable and
the Line were as follows (in thousands):



|                           |  |                            |        |                     |           |               |          
|-------------------------- |  | -------------------------- | ------ | ------------------- | --------- | ------------- | ---------
|Scheduled Payments by Year |  | ScheduledPrincipalPayments |        | Term LoanMaturities |           | TotalPayments
|2005                       |  | $                          | 4,042  |                     | 176,175   |               | 180,217  
|2006                       |  |                            | 3,775  |                     | 21,083    |               | 24,858   
|2007 (includes the Line)   |  |                            | 3,542  |                     | 262,255   |               | 265,797  
|2008                       |  |                            | 3,388  |                     | 19,617    |               | 23,005   
|2009                       |  |                            | 3,458  |                     | 53,089    |               | 56,547   
|Beyond 5 Years             |  |                            | 17,795 |                     | 921,338   |               | 939,133  
|Unamortized debt premiums  |  |                            |       |                     | 3,533     |               | 3,533    
|                           |  |                            |        |                     |           |               |          
|Total                      |  | $                          | 36,000 |                     | 1,457,090 |               | 1,493,090
|                           |  |                            |        |                     |           |               |          



|7. | 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.



During 2003, the Partnership entered into two forward-starting interest rate
swaps of $96.5 million and $47.7 million. The Partnership designated the $144.2 million swaps as cash flow hedges to fix the rate on a refinancing in April 2004. On March 31, 2004, the Partnership settled the swaps with a payment to the
counter-party for $5.7 million. The swaps qualify for hedge accounting under Statement 133, therefore the losses associated with the swaps have been included in OCI. The unamortized balance of OCI is being amortized over the ten year term of the
loan hedged as additional interest expense.



F-26



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



|8. | Regencys Stockholders Equity and Partners Capital
|-- | ----------------------------------------------------



| | (a) | Preferred Stock
| | --- | ---------------



On August 31, 2004, the Company received proceeds from a $125 million offering of 5 million depositary shares representing 500,000 shares of Series 4
Cumulative Redeemable Preferred Stock. The depositary shares are perpetual preferred stock, not convertible into common stock of the Company, are redeemable at par upon Regencys election on or after August 31, 2009, pay a 7.25% annual
dividend, and have a liquidation value of $25 per depositary share. The proceeds from this offering were used to redeem $85 million of Series B 8.75% Preferred Units and $40 million of Series C 9.0% Preferred Units.



On April 3, 2003, the Company received proceeds from a $75 million offering
of 3 million depositary shares representing 300,000 shares of Series 3 Cumulative Redeemable Preferred Stock. The depositary shares are perpetual preferred stock, are not convertible into common stock of the Company, are redeemable at par upon
Regencys election on or after April 3, 2008, pay a 7.45% annual dividend, and have a liquidation value of $25 per depositary share.



The terms of the Series 3 and Series 4 Preferred Stock do not contain any unconditional obligations that would require the Company to redeem the
securities at any time or for any purpose.



The proceeds from
these transactions were contributed to the Partnership in exchange for 300,000 shares of Series 3 Preferred Units and 500,000 of Series 4 Preferred Units issued to and held by Regency with terms exactly the same as the Series 3 and Series 4
Cumulative Redeemable Preferred Stock.



During 2003, the
holder of the Series 2 preferred stock converted all of its remaining 450,400 preferred shares into common stock at a conversion ratio of 1:1.



| | (b) | Common Stock
| | --- | ------------



On August 24, 2004, the Company sold 1.5 million shares of common stock in an underwritten public offering and the net proceeds of approximately $67
million were used to reduce the balance of the Line.



On
August 18, 2003, the Company issued 3.6 million shares of common stock at $35.96 per share in an underwritten public offering. The net proceeds of $123.5 million were used to redeem the $80 million Series A Preferred Units and the remainder was used
to reduce the balance of the Line.



Prior to June 24, 2003,
Security Capital Group Incorporated owned 34,273,236 shares, representing 56.6% of Regencys outstanding common stock. On June 24, 2003 Security Capital (1) sold Regency common stock through (a) an underwritten public offering and (b) the sale
of 4,606,880 shares to Regency at the public offering price of $32.56 per share and (2) agreed to sell the balance of its Regency shares pursuant to forward sales contracts with underwriters. Security Capital settled all of the forward sales
contracts in September and December 2003, and as a result, Security Capital no longer owns any Regency shares. Security Capital terminated its Stockholders Agreement with Regency on June 24, 2003 and is now subject to the same 7% ownership limit in
Regencys articles of incorporation that applies to other shareholders.



F-27



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



| | (c) | Preferred Units
| | --- | ---------------



RCLP has issued Cumulative Redeemable Preferred Units (Preferred Units) in various amounts since 1998. The issues were sold primarily to
institutional investors in private placements for $100 per unit. 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 fixed rates.
At any time after ten years from the date of issuance, 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 December 31, 2004 and 2003, the face value of total Preferred Units issued was $104 million and $229 million with an average fixed distribution rate of 8.13% and
8.88%, respectively.



On November 11, 2004, the Partnership
renegotiated the distribution rate on the $50 million Series D Preferred Units from 9.125% to 7.45%. On September 3, 2004, the Partnership redeemed $85 million of Series B 8.75% Preferred Units and $40 million of Series C 9.0% Preferred Units from
proceeds of the Series 4 Preferred stock offering described above. At the time of the redemptions, $3.2 million of previously deferred costs related to the original preferred units issuance were recognized in the consolidated statements of
operations as a component of minority interest of preferred units.



During 2003, the Partnership redeemed $80 million of Series A 8.125% Preferred Units which was funded from proceeds from the stock offering completed on August 18, 2003 and described above. At the time of the redemption, $1.2 million of
costs related to the preferred units were recognized in the consolidated statements of operations as a component of minority interest of preferred units. Also during 2003, the Partnership redeemed $35 million of Series C 9% Preferred Units and $40
million of Series E 8.75% Preferred Units. The redemptions were portions of each series and the Partnership paid a 1% premium on the face value of the redeemed units totaling $750,000. At the time of redemption, the premium and $1.9 million of
previously deferred costs related to their original issuance were recognized in the consolidated statements of operations as a component of minority interest of preferred units. The redemption of the Series C and E units was funded from proceeds
from the Line.



Terms and conditions of the Preferred Units
outstanding as of December 31, 2004 are summarized as follows:



|         |  |                  |  |            |        |                   |   |                  |  |       |                        |  |                            |  |         
|-------- |  | ---------------- |  | ---------- | ------ | ----------------- | - | ---------------- |  | ----- | ---------------------- |  | -------------------------- |  | --------
|Series   |  | UnitsOutstanding |  | IssuePrice |        | AmountOutstanding |   | DistributionRate |  |       | Callable byPartnership |  | Exchangeableby Unit holder
|Series D |  | 500,000          |  | $          | 100.00 |                   |   | 50,000,000       |  | 7.450 | %                      |  | 09/29/09                   |  | 01/01/14
|Series E |  | 300,000          |  | $          | 100.00 |                   |   | 30,000,000       |  | 8.750 | %                      |  | 05/25/05                   |  | 05/25/10
|Series F |  | 240,000          |  | $          | 100.00 |                   |   | 24,000,000       |  | 8.750 | %                      |  | 09/08/05                   |  | 09/08/10
|         |  |                  |  |            |        |                   |   |                  |  |       |                        |  |                            |  |         
|         |  | 1,040,000        |  |            |        |                   | $ | 104,000,000      |  |       |                        |  |                            |  |         
|         |  |                  |  |            |        |                   |   |                  |  |       |                        |  |                            |  |         



F-28



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



|9. | Earnings per Unit
|-- | -----------------



The following summarizes the calculation of basic and diluted earnings per unit for the three years ended December 31, 2004, 2003 and 2002, respectively
(in thousands except per unit data):



|                                                                                                  |  |      |         |      |         |      |        
|------------------------------------------------------------------------------------------------- |  | ---- | ------- | ---- | ------- | ---- | -------
|                                                                                                  |  | 2004 |         | 2003 |         | 2002
|Numerator:                                                                                        |  |      |         |      |         |      |        
|Income from continuing operations                                                                 |  | $    | 135,294 |      | 138,495 |      | 108,071
|Discontinued operations                                                                           |  |      | 23,441  |      | 25,164  |      | 38,725 
|                                                                                                  |  |      |         |      |         |      |        
|Net income                                                                                        |  |      | 158,735 |      | 163,659 |      | 146,796
|Less: Preferred unit distributions and original issuance costs                                    |  |      | 28,462  |      | 34,001  |      | 33,475 
|                                                                                                  |  |      |         |      |         |      |        
|Net income for common unit holders                                                                |  |      | 130,273 |      | 129,658 |      | 113,321
|Less: Preferred stock dividends                                                                   |  |      |        |      |        |      | 2,276  
|                                                                                                  |  |      |         |      |         |      |        
|Net income for common unit holders - basic and diluted                                            |  |      | 130,273 |      | 129,658 |      | 111,045
|                                                                                                  |  |      |         |      |         |      |        
|Denominator:                                                                                      |  |      |         |      |         |      |        
|Weighted average common units outstanding for basic EPU                                           |  |      | 62,417  |      | 60,847  |      | 59,716 
|Incremental units to be issued under the Companys common stock options using the Treasury method |  |      | 217     |      | 395     |      | 378    
|Convertible series 2 preferred stock                                                              |  |      |        |      |        |      | 344    
|                                                                                                  |  |      |         |      |         |      |        
|Weighted average common units outstanding for diluted EPU                                         |  |      | 62,634  |      | 61,242  |      | 60,438 
|                                                                                                  |  |      |         |      |         |      |        
|Income per common unit  basic                                                                    |  |      |         |      |         |      |        
|Income from continuing operations                                                                 |  | $    | 1.71    |      | 1.72    |      | 1.20   
|Discontinued operations                                                                           |  |      | 0.37    |      | 0.41    |      | 0.65   
|                                                                                                  |  |      |         |      |         |      |        
|Net income for common unit holders per unit                                                       |  | $    | 2.08    |      | 2.13    |      | 1.85   
|                                                                                                  |  |      |         |      |         |      |        
|Income per common unit  diluted                                                                  |  |      |         |      |         |      |        
|Income from continuing operations                                                                 |  | $    | 1.71    |      | 1.71    |      | 1.20   
|Discontinued operations                                                                           |  |      | 0.37    |      | 0.41    |      | 0.64   
|                                                                                                  |  |      |         |      |         |      |        
|Net income for common unit holders per unit                                                       |  | $    | 2.08    |      | 2.12    |      | 1.84   
|                                                                                                  |  |      |         |      |         |      |        



F-29



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



|10. | Stock Option Plan
|--- | -----------------



Under the Plan, the Company may grant stock options to its officers, directors and other key employees. Options are granted at fair market value on the
date of grant, vest 25% per year, and expire after ten years. Stock option grants also receive dividend equivalents for a specified period of time equal to the Companys dividend yield less the average dividend yield of the S&P 500 as of
the grant date. Dividend equivalents are funded in Regency common stock, and vest at the same rate as the options upon which they are based.



The following table reports stock option activity during the periods indicated:



|                               |  |                 |   |  |                               |      
|------------------------------ |  | --------------- | - |  | ----------------------------- | -----
|                               |  | Number ofShares |   |  | WeightedAverageExercise Price
|Outstanding, December 31, 2001 |  | 3,682,962       |   |  | $                             | 23.94
|                               |  |                 |   |  |                               |      
|Granted                        |  | 1,710,093       |   |  |                               | 30.19
|Forfeited                      |  | (177,819        | ) |  |                               | 24.07
|Exercised                      |  | (2,117,376      | ) |  |                               | 23.68
|                               |  |                 |   |  |                               |      
|Outstanding, December 31, 2002 |  | 3,097,860       |   |  |                               | 27.47
|                               |  |                 |   |  |                               |      
|Granted                        |  | 1,622,143       |   |  |                               | 34.97
|Forfeited                      |  | (7,789          | ) |  |                               | 22.95
|Exercised                      |  | (2,215,924      | ) |  |                               | 27.73
|                               |  |                 |   |  |                               |      
|Outstanding, December 31, 2003 |  | 2,496,290       |   |  |                               | 32.13
|                               |  |                 |   |  |                               |      
|Granted                        |  | 1,904,373       |   |  |                               | 45.89
|Forfeited                      |  | (6,493          | ) |  |                               | 28.63
|Exercised                      |  | (2,719,007      | ) |  |                               | 34.27
|                               |  |                 |   |  |                               |      
|Outstanding, December 31, 2004 |  | 1,675,163       |   |  | $                             | 44.32
|                               |  |                 |   |  |                               |      



The following table
presents information regarding all options outstanding at December 31, 2004:



|                            |  |                                                    |  |                          |               |                              |   |      
|--------------------------- |  | -------------------------------------------------- |  | ------------------------ | ------------- | ---------------------------- | - | -----
|Number ofOptionsOutstanding |  | WeightedAverageRemainingContractualLife (in years) |  | Range of Exercise Prices |               | WeightedAverageExercisePrice
|101,984                     |  | 5.86                                               |  | $                        | 19.81  29.45 |                              | $ | 25.05
|603,650                     |  | 4.58                                               |  |                          | 29.90  44.40 |                              |   | 39.53
|969,529                     |  | 4.18                                               |  |                          | 44.94  54.52 |                              |   | 49.32
|                            |  |                                                    |  |                          |               |                              |   |      
|1,675,163                   |  | 4.43                                               |  | $                        | 19.81  54.52 |                              | $ | 44.32
|                            |  |                                                    |  |                          |               |                              |   |      



F-30



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



|10. | Stock Option Plan (continued)
|--- | -----------------------------



The following table presents information regarding options currently exercisable at December 31, 2004:



|                            |  |                         |               |                              |   |      
|--------------------------- |  | ----------------------- | ------------- | ---------------------------- | - | -----
|Number ofOptionsExercisable |  | Range ofExercise Prices |               | WeightedAverageExercisePrice
|57,882                      |  | $                       | 19.81  29.45 |                              | $ | 24.30
|588,650                     |  |                         | 29.90  44.40 |                              |   | 39.78
|969,529                     |  |                         | 44.94  54.52 |                              |   | 49.32
|                            |  |                         |               |                              |   |      
|1,616,061                   |  | $                       | 19.81  54.52 |                              | $ | 44.95
|                            |  |                         |               |                              |   |      



|11. | Operating Leases
|--- | ----------------



The Partnerships properties are leased to tenants under operating leases with expiration dates extending to the year 2031. Future minimum rents
under noncancelable operating leases as of December 31, 2004, excluding tenant reimbursements of operating expenses and excluding additional contingent rentals based on tenants sales volume are as follows (in thousands):



|                         |  |        |          
|------------------------ |  | ------ | ---------
|Year Ending December 31, |  | Amount
|2005                     |  | $      | 283,876  
|2006                     |  |        | 266,018  
|2007                     |  |        | 232,843  
|2008                     |  |        | 198,000  
|2009                     |  |        | 159,719  
|Thereafter               |  |        | 1,041,260
|                         |  |        |          
|Total                    |  | $      | 2,181,716
|                         |  |        |          



The shopping
centers tenant base includes primarily national and regional supermarkets, drug stores, discount department stores and other retailers and, consequently, the credit risk is concentrated in the retail industry. There were no tenants that
individually represented 10% or more of the Partnerships combined minimum rent.



The Partnership has shopping centers that are subject to non-cancelable long-term ground leases where a third party owns and has leased the underlying land to RCLP to construct and/or operate a shopping center. In
addition, the Partnership has non-cancelable operating leases pertaining to office space where it conducts its business. The following table summarizes the obligations under non-cancelable operating leases as of December 31, 2004 (in thousands):



|                         |  |        |      
|------------------------ |  | ------ | -----
|Year Ending December 31, |  | Amount
|2005                     |  | $      | 2,944
|2006                     |  |        | 2,791
|2007                     |  |        | 1,814
|2008                     |  |        | 1,339
|2009                     |  |        | 998  



F-31



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



|12. | 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.



|13. | Market and Dividend Information (Unaudited)
|--- | -------------------------------------------



The Companys common stock is traded on the New York Stock Exchange (NYSE) under the symbol REG. The Company currently has
approximately 18,000 shareholders. The following table sets forth the high and low prices and the cash dividends declared on the Companys common stock by quarter for 2004 and 2003:



|              |  |           |       |          |       |                       |     |           |       |          |       |                       |    
|------------- |  | --------- | ----- | -------- | ----- | --------------------- | --- | --------- | ----- | -------- | ----- | --------------------- | ---
|              |  | 2004      |       | 2003    
|Quarter Ended |  | HighPrice |       | LowPrice |       | CashDividendsDeclared |     | HighPrice |       | LowPrice |       | CashDividendsDeclared
|March 31      |  | $         | 46.73 |          | 38.90 |                       | .53 |           | 33.53 |          | 30.40 |                       | .52
|June 30       |  |           | 47.35 |          | 34.52 |                       | .53 |           | 35.72 |          | 32.41 |                       | .52
|September 30  |  |           | 47.70 |          | 41.98 |                       | .53 |           | 36.95 |          | 34.09 |                       | .52
|December 31   |  |           | 55.40 |          | 46.03 |                       | .53 |           | 40.43 |          | 35.56 |                       | .52



F-32



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.



Notes to Consolidated Financial Statements



December 31, 2004



|14. | Summary of Quarterly Financial Data (Unaudited)
|--- | -----------------------------------------------



Presented below is a summary of the consolidated quarterly financial data for the years ended December 31, 2004 and 2003 (in thousands except per unit
data):



|                                        |  |              |        |   |               |        |   |              |        |   |               |         |  
|--------------------------------------- |  | ------------ | ------ | - | ------------- | ------ | - | ------------ | ------ | - | ------------- | ------- | -
|                                        |  | FirstQuarter |        |   | SecondQuarter |        |   | ThirdQuarter |        |   | FourthQuarter |        
|2004:                                   |  |              |        |   |               |        |   |              |        |   |               |         |  
|Revenues as originally reported         |  | $            | 95,810 |   |               | 95,935 |   |              | 98,991 |   |               | 107,024 |  
|Reclassified to discontinued operations |  |              | (2,784 | ) |               | (2,569 | ) |              | (459   | ) |               |        |  
|                                        |  |              |        |   |               |        |   |              |        |   |               |         |  
|Adjusted revenues                       |  | $            | 93,026 |   |               | 93,366 |   |              | 98,532 |   |               | 107,024 |  
|                                        |  |              |        |   |               |        |   |              |        |   |               |         |  
|Net income for common unit holders      |  | $            | 21,805 |   |               | 25,501 |   |              | 36,159 |   |               | 46,808  |  
|                                        |  |              |        |   |               |        |   |              |        |   |               |         |  
|Net income per unit:                    |  |              |        |   |               |        |   |              |        |   |               |         |  
|Basic                                   |  | $            | .36    |   |               | .41    |   |              | .58    |   |               | .73     |  
|                                        |  |              |        |   |               |        |   |              |        |   |               |         |  
|Diluted                                 |  | $            | .35    |   |               | .41    |   |              | .58    |   |               | .73     |  
|                                        |  |              |        |   |               |        |   |              |        |   |               |         |  
|2003:                                   |  |              |        |   |               |        |   |              |        |   |               |         |  
|Revenues as originally reported         |  | $            | 95,119 |   |               | 94,041 |   |              | 94,847 |   |               | 99,226  |  
|Reclassified to discontinued operations |  |              | (6,365 | ) |               | (5,296 | ) |              | (4,770 | ) |               | (3,602  | )
|                                        |  |              |        |   |               |        |   |              |        |   |               |         |  
|Adjusted revenues                       |  | $            | 88,754 |   |               | 88,745 |   |              | 90,077 |   |               | 95,624  |  
|                                        |  |              |        |   |               |        |   |              |        |   |               |         |  
|Net income for common unit holders      |  | $            | 18,361 |   |               | 26,287 |   |              | 30,519 |   |               | 54,491  |  
|                                        |  |              |        |   |               |        |   |              |        |   |               |         |  
|Net income per unit:                    |  |              |        |   |               |        |   |              |        |   |               |         |  
|Basic                                   |  | $            | .30    |   |               | .43    |   |              | .52    |   |               | .89     |  
|                                        |  |              |        |   |               |        |   |              |        |   |               |         |  
|Diluted                                 |  | $            | .30    |   |               | .42    |   |              | .51    |   |               | .89     |  
|                                        |  |              |        |   |               |        |   |              |        |   |               |         |  



F-33



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##### Table of Contents

##### Index to Financial Statements

REGENCY CENTERS L.P.



Combined Real
Estate and Accumulated Depreciation

December 31, 2004



|                              |  |              |  |                                             |  |        |            |  |                         |  |                                         |  |           |  |        |  |       |  |        |  |       
|----------------------------- |  | ------------ |  | ------------------------------------------- |  | ------ | ---------- |  | ----------------------- |  | --------------------------------------- |  | --------- |  | ------ |  | ----- |  | ------ |  | ------
|                              |  | Initial Cost |  | CostCapitalizedSubsequent toAcquisition (a) |  |        | Total Cost |  | AccumulatedDepreciation |  | Total CostNet ofAccumulatedDepreciation |  | Mortgages
|                              |  | Land         |  | Building &Improvements                      |  |        | Land       |  | Building &Improvements  |  | Propertiesheld forSale                  |  | Total     |  |        | 
|ALDEN BRIDGE                  |  | 12,937       |  | 10,146                                      |  | 1,902  |            |  | 13,810                  |  | 11,175                                  |  |          |  | 24,985 |  | 1,311 |  | 23,674 |  | 10,105
|ANTHEM MARKETPLACE            |  | 6,846        |  | 13,563                                      |  | (111   | )          |  | 6,846                   |  | 13,452                                  |  |          |  | 20,298 |  | 596   |  | 19,702 |  | 14,870
|ASHBURN FARM MARKET CENTER    |  | 9,869        |  | 4,747                                       |  | (11    | )          |  | 9,835                   |  | 4,770                                   |  |          |  | 14,605 |  | 791   |  | 13,814 |  |      
|ASHFORD PLACE                 |  | 2,804        |  | 9,944                                       |  | (399   | )          |  | 2,584                   |  | 9,765                                   |  |          |  | 12,349 |  | 2,577 |  | 9,772  |  | 3,883 
|AVENTURA SHOPPING CENTER      |  | 2,751        |  | 9,318                                       |  | 961    |            |  | 2,751                   |  | 10,279                                  |  |          |  | 13,030 |  | 5,262 |  | 7,768  |  |      
|BECKETT COMMONS               |  | 1,625        |  | 5,845                                       |  | 4,839  |            |  | 1,625                   |  | 10,684                                  |  |          |  | 12,309 |  | 1,486 |  | 10,823 |  |      
|BELLEVIEW SQUARE              |  | 8,132        |  | 8,610                                       |  | 8      |            |  | 8,132                   |  | 8,618                                   |  |          |  | 16,750 |  | 192   |  | 16,558 |  | 9,894 
|BENEVA VILLAGE SHOPS          |  | 2,484        |  | 8,851                                       |  | 887    |            |  | 2,484                   |  | 9,738                                   |  |          |  | 12,222 |  | 1,596 |  | 10,626 |  |      
|BERKSHIRE COMMONS             |  | 2,295        |  | 8,151                                       |  | 281    |            |  | 2,295                   |  | 8,432                                   |  |          |  | 10,727 |  | 2,529 |  | 8,198  |  |      
|BETHANY PARK PLACE            |  | 4,605        |  | 5,792                                       |  | (230   | )          |  | 4,290                   |  | 5,877                                   |  |          |  | 10,167 |  | 1,864 |  | 8,303  |  |      
|BLOOMINGDALE                  |  | 3,862        |  | 14,101                                      |  | 615    |            |  | 3,862                   |  | 14,716                                  |  |          |  | 18,578 |  | 2,746 |  | 15,832 |  |      
|BLOSSOM VALLEY                |  | 7,804        |  | 10,321                                      |  | 419    |            |  | 7,804                   |  | 10,740                                  |  |          |  | 18,544 |  | 1,623 |  | 16,921 |  |      
|BOLTON PLAZA                  |  | 2,660        |  | 6,209                                       |  | 1,821  |            |  | 2,635                   |  | 8,055                                   |  |          |  | 10,690 |  | 2,448 |  | 8,242  |  |      
|BOULEVARD CENTER              |  | 3,659        |  | 9,658                                       |  | 661    |            |  | 3,659                   |  | 10,319                                  |  |          |  | 13,978 |  | 1,607 |  | 12,371 |  |      
|BOYNTON LAKES PLAZA           |  | 2,783        |  | 10,043                                      |  | 1,376  |            |  | 2,783                   |  | 11,419                                  |  |          |  | 14,202 |  | 2,089 |  | 12,113 |  |      
|BRIARCLIFF LA VISTA           |  | 694          |  | 2,463                                       |  | 775    |            |  | 694                     |  | 3,238                                   |  |          |  | 3,932  |  | 1,166 |  | 2,766  |  |      
|BRIARCLIFF VILLAGE            |  | 4,597        |  | 16,304                                      |  | 8,125  |            |  | 4,597                   |  | 24,429                                  |  |          |  | 29,026 |  | 6,185 |  | 22,841 |  | 12,069
|BUCKHEAD COURT                |  | 1,738        |  | 6,163                                       |  | 1,778  |            |  | 1,628                   |  | 8,051                                   |  |          |  | 9,679  |  | 2,052 |  | 7,627  |  |      
|BUCKLEY SQUARE                |  | 2,970        |  | 5,126                                       |  | 376    |            |  | 2,970                   |  | 5,502                                   |  |          |  | 8,472  |  | 1,003 |  | 7,469  |  |      
|CAMBRIDGE SQUARE SHOPPING CTR |  | 792          |  | 2,916                                       |  | 1,391  |            |  | 792                     |  | 4,307                                   |  |          |  | 5,099  |  | 949   |  | 4,150  |  |      
|CARMEL COMMONS                |  | 2,466        |  | 8,903                                       |  | 3,538  |            |  | 2,466                   |  | 12,441                                  |  |          |  | 14,907 |  | 2,367 |  | 12,540 |  |      
|CARRIAGE GATE                 |  | 741          |  | 2,495                                       |  | 1,872  |            |  | 741                     |  | 4,367                                   |  |          |  | 5,108  |  | 1,859 |  | 3,249  |  |      
|CASA LINDA PLAZA              |  | 4,515        |  | 30,809                                      |  | 640    |            |  | 4,515                   |  | 31,449                                  |  |          |  | 35,964 |  | 4,780 |  | 31,184 |  |      
|CENTERPLACE OF GREELEY        |  | 378          |  |                                            |  |       |            |  | 378                     |  |                                        |  |          |  | 378    |  |      |  | 378    |  |      
|CHAMPIONS FOREST              |  | 2,666        |  | 8,679                                       |  | (20    | )          |  | 2,584                   |  | 8,741                                   |  |          |  | 11,325 |  | 1,358 |  | 9,967  |  |      
|CHASEWOOD PLAZA               |  | 1,675        |  | 11,391                                      |  | 12,153 |            |  | 4,612                   |  | 20,607                                  |  |          |  | 25,219 |  | 5,998 |  | 19,221 |  |      
|CHERRY GROVE                  |  | 3,533        |  | 12,710                                      |  | 2,472  |            |  | 3,533                   |  | 15,182                                  |  |          |  | 18,715 |  | 2,629 |  | 16,086 |  |      
|CHESHIRE STATION              |  | 10,182       |  | 8,443                                       |  | (421   | )          |  | 9,896                   |  | 8,308                                   |  |          |  | 18,204 |  | 1,528 |  | 16,676 |  |      
|COCHRANS CROSSING            |  | 13,154       |  | 10,066                                      |  | 2,194  |            |  | 13,154                  |  | 12,260                                  |  |          |  | 25,414 |  | 1,377 |  | 24,037 |  |      
|COOPER STREET                 |  | 2,079        |  | 10,682                                      |  | 84     |            |  | 2,079                   |  | 10,766                                  |  |          |  | 12,845 |  | 1,605 |  | 11,240 |  |      
|COSTA VERDE                   |  | 12,740       |  | 25,261                                      |  | 473    |            |  | 12,740                  |  | 25,734                                  |  |          |  | 38,474 |  | 5,165 |  | 33,309 |  |      
|COURTYARD SHOPPING CENTER     |  | 1,762        |  | 4,187                                       |  | (82    | )          |  | 5,867                   |  |                                        |  |          |  | 5,867  |  |      |  | 5,867  |  |      
|CROMWELL SQUARE               |  | 1,772        |  | 6,285                                       |  | 507    |            |  | 1,772                   |  | 6,792                                   |  |          |  | 8,564  |  | 1,702 |  | 6,862  |  |      
|CUMMING 400                   |  | 2,375        |  | 8,421                                       |  | 1,277  |            |  | 2,375                   |  | 9,698                                   |  |          |  | 12,073 |  | 2,301 |  | 9,772  |  |      
|DELK SPECTRUM                 |  | 2,985        |  | 11,049                                      |  | 338    |            |  | 2,985                   |  | 11,387                                  |  |          |  | 14,372 |  | 2,054 |  | 12,318 |  |      
|DIABLO PLAZA                  |  | 5,300        |  | 7,536                                       |  | 425    |            |  | 5,300                   |  | 7,961                                   |  |          |  | 13,261 |  | 1,317 |  | 11,944 |  |      
|DICKSON TN                    |  | 675          |  | 1,568                                       |  |       |            |  | 675                     |  | 1,568                                   |  |           |  | 2,243  |  | 204   |  | 2,039  |  |       
|DUNWOODY HALL                 |  | 1,819        |  | 6,451                                       |  | 5,705  |            |  | 2,529                   |  | 11,446                                  |  |          |  | 13,975 |  | 2,488 |  | 11,487 |  |      
|DUNWOODY VILLAGE              |  | 2,326        |  | 7,216                                       |  | 8,425  |            |  | 3,336                   |  | 14,631                                  |  |          |  | 17,967 |  | 2,911 |  | 15,056 |  |      
|EAST POINTE                   |  | 1,868        |  | 6,743                                       |  | 172    |            |  | 1,730                   |  | 7,053                                   |  |          |  | 8,783  |  | 1,495 |  | 7,288  |  | 4,316 
|EAST PORT PLAZA               |  | 3,257        |  | 11,611                                      |  | (1,718 | )          |  | 3,257                   |  | 9,893                                   |  |          |  | 13,150 |  | 996   |  | 12,154 |  |      
|EAST TOWNE SHOPPING CENTER    |  | 2,957        |  | 4,881                                       |  |       |            |  | 2,957                   |  | 4,881                                   |  |          |  | 7,838  |  | 274   |  | 7,564  |  |      
|EL CAMINO                     |  | 7,600        |  | 10,852                                      |  | 544    |            |  | 7,600                   |  | 11,396                                  |  |          |  | 18,996 |  | 1,851 |  | 17,145 |  |      
|EL CERRITO PLAZA              |  | 2,109        |  |                                            |  |       |            |  | 2,109                   |  |                                        |  |          |  | 2,109  |  |      |  | 2,109  |  |      
|EL NORTE PKWY PLAZA           |  | 2,834        |  | 6,332                                       |  | 745    |            |  | 2,834                   |  | 7,077                                   |  |          |  | 9,911  |  | 1,108 |  | 8,803  |  |      
|ENCINA GRANDE                 |  | 5,040        |  | 10,379                                      |  | 612    |            |  | 5,040                   |  | 10,991                                  |  |          |  | 16,031 |  | 1,706 |  | 14,325 |  |      
|FENTON MARKETPLACE            |  | 3,020        |  | 10,153                                      |  | (350   | )          |  | 2,615                   |  | 10,208                                  |  |          |  | 12,823 |  | 882   |  | 11,941 |  |      
|FLEMING ISLAND                |  | 3,077        |  | 6,292                                       |  | 4,920  |            |  | 3,077                   |  | 11,212                                  |  |          |  | 14,289 |  | 1,608 |  | 12,681 |  | 2,668 
|FOLSOM PRAIRIE CITY CROSSING  |  | 3,944        |  | 11,258                                      |  | 1,753  |            |  | 4,164                   |  | 12,791                                  |  |          |  | 16,955 |  | 1,079 |  | 15,876 |  |      
|FORT BEND CENTER              |  | 6,966        |  | 4,197                                       |  | (308   | )          |  | 6,690                   |  | 4,165                                   |  |          |  | 10,855 |  | 522   |  | 10,333 |  |      



S-1



---

##### Table of Contents

##### Index to Financial Statements

REGENCY CENTERS L.P.



Combined Real Estate and Accumulated Depreciation

December 31, 2004



|                               |  |              |  |                                             |  |       |            |  |                         |  |                                         |  |           |  |        |  |       |  |        |  |       
|------------------------------ |  | ------------ |  | ------------------------------------------- |  | ----- | ---------- |  | ----------------------- |  | --------------------------------------- |  | --------- |  | ------ |  | ----- |  | ------ |  | ------
|                               |  | Initial Cost |  | CostCapitalizedSubsequent toAcquisition (a) |  |       | Total Cost |  | AccumulatedDepreciation |  | Total CostNet ofAccumulatedDepreciation |  | Mortgages
|                               |  | Land         |  | Building &Improvements                      |  |       | Land       |  | Building &Improvements  |  | Propertiesheld forSale                  |  | Total     |  |        | 
|FRANKFORT CROSSING SHPG CTR    |  | 8,325        |  | 6,067                                       |  | 905   |            |  | 7,874                   |  | 7,423                                   |  |          |  | 15,297 |  | 811   |  | 14,486 |  |      
|FRIARS MISSION                 |  | 6,660        |  | 27,277                                      |  | 431   |            |  | 6,660                   |  | 27,708                                  |  |          |  | 34,368 |  | 4,009 |  | 30,359 |  | 15,827
|GARDEN SQUARE                  |  | 2,074        |  | 7,615                                       |  | 608   |            |  | 2,136                   |  | 8,161                                   |  |          |  | 10,297 |  | 1,568 |  | 8,729  |  |      
|GARNER                         |  | 5,591        |  | 19,897                                      |  | 1,911 |            |  | 5,591                   |  | 21,808                                  |  |          |  | 27,399 |  | 3,438 |  | 23,961 |  |      
|GATEWAY SHOPPING CENTER        |  | 51,719       |  | 4,545                                       |  | 73    |            |  | 51,765                  |  | 4,572                                   |  |          |  | 56,337 |  | 153   |  | 56,184 |  | 22,615
|GELSONS WESTLAKE MARKET PLAZA |  | 2,332        |  | 8,316                                       |  | 3,265 |            |  | 3,145                   |  | 10,768                                  |  |          |  | 13,913 |  | 530   |  | 13,383 |  |      
|GILROY                         |  | 18,735       |  | 31,679                                      |  |      |            |  | 18,735                  |  | 31,679                                  |  |          |  | 50,414 |  | 788   |  | 49,626 |  | 49,000
|GLENWOOD VILLAGE               |  | 1,194        |  | 4,235                                       |  | 709   |            |  | 1,194                   |  | 4,944                                   |  |          |  | 6,138  |  | 1,251 |  | 4,887  |  |      
|GRANDE OAK                     |  | 5,569        |  | 5,900                                       |  | (609  | )          |  | 4,976                   |  | 5,884                                   |  |           |  | 10,860 |  | 720   |  | 10,140 |  |       
|KROGER NEW ALBANY CENTER       |  | 2,770        |  | 6,379                                       |  | 1,231 |            |  | 3,844                   |  | 6,536                                   |  |          |  | 10,380 |  | 1,431 |  | 8,949  |  | 7,479 
|HANCOCK                        |  | 8,232        |  | 24,249                                      |  | 3,186 |            |  | 8,232                   |  | 27,435                                  |  |          |  | 35,667 |  | 4,305 |  | 31,362 |  |      
|HARPETH VILLAGE FIELDSTONE     |  | 2,284        |  | 5,559                                       |  | 3,747 |            |  | 2,284                   |  | 9,306                                   |  |          |  | 11,590 |  | 1,616 |  | 9,974  |  |      
|HERITAGE LAND                  |  | 12,390       |  |                                            |  |      |            |  | 12,390                  |  |                                        |  |          |  | 12,390 |  |      |  | 12,390 |  |      
|HERITAGE PLAZA                 |  |             |  | 23,676                                      |  | 1,736 |            |  |                        |  | 25,412                                  |  |          |  | 25,412 |  | 4,049 |  | 21,363 |  |      
|HERSHEY                        |  | 7            |  | 807                                         |  | 1     |            |  | 7                       |  | 808                                     |  |          |  | 815    |  | 83    |  | 732    |  |      
|HILLCREST VILLAGE              |  | 1,600        |  | 1,798                                       |  | 78    |            |  | 1,600                   |  | 1,876                                   |  |          |  | 3,476  |  | 278   |  | 3,198  |  |      
|HILLTOP VILLAGE                |  | 3,867        |  | 5,036                                       |  |      |            |  | 3,867                   |  | 5,036                                   |  |          |  | 8,903  |  | 398   |  | 8,505  |  |      
|HINSDALE                       |  | 4,218        |  | 15,040                                      |  | 2,099 |            |  | 5,734                   |  | 15,623                                  |  |          |  | 21,357 |  | 2,548 |  | 18,809 |  |      
|HYDE PARK                      |  | 9,240        |  | 33,340                                      |  | 5,442 |            |  | 9,768                   |  | 38,254                                  |  |          |  | 48,022 |  | 7,313 |  | 40,709 |  |      
|INGLEWOOD PLAZA                |  | 1,300        |  | 1,862                                       |  | 176   |            |  | 1,300                   |  | 2,038                                   |  |          |  | 3,338  |  | 343   |  | 2,995  |  |      
|KELLER TOWN CENTER             |  | 2,294        |  | 12,239                                      |  | 424   |            |  | 2,294                   |  | 12,663                                  |  |           |  | 14,957 |  | 1,816 |  | 13,141 |  |      
|KERNERSVILLE PLAZA             |  | 1,742        |  | 6,081                                       |  | 552   |            |  | 1,742                   |  | 6,633                                   |  |          |  | 8,375  |  | 1,134 |  | 7,241  |  | 4,678 
|KINGSDALE SHOPPING CENTER      |  | 3,867        |  | 14,020                                      |  | 5,833 |            |  | 4,028                   |  | 19,692                                  |  |          |  | 23,720 |  | 3,708 |  | 20,012 |  |      
|LAKE PINE PLAZA                |  | 2,008        |  | 6,909                                       |  | 641   |            |  | 2,008                   |  | 7,550                                   |  |          |  | 9,558  |  | 1,297 |  | 8,261  |  | 5,274 
|LAKESHORE                      |  | 1,618        |  | 5,371                                       |  | 312   |            |  | 1,618                   |  | 5,683                                   |  |          |  | 7,301  |  | 1,037 |  | 6,264  |  | 3,285 
|LEBANON/LEGACY CENTER          |  | 3,906        |  | 7,391                                       |  |      |            |  | 3,906                   |  | 7,391                                   |  |          |  | 11,297 |  | 557   |  | 10,740 |  |      
|LEETSDALE MARKETPLACE          |  | 3,420        |  | 9,934                                       |  | 128   |            |  | 3,420                   |  | 10,062                                  |  |          |  | 13,482 |  | 1,510 |  | 11,972 |  |      
|LITTLETON SQUARE               |  | 2,030        |  | 8,255                                       |  | 125   |            |  | 2,030                   |  | 8,380                                   |  |          |  | 10,410 |  | 1,239 |  | 9,171  |  |      
|LLOYD KING CENTER              |  | 1,779        |  | 8,855                                       |  | 229   |            |  | 1,779                   |  | 9,084                                   |  |          |  | 10,863 |  | 1,430 |  | 9,433  |  |      
|LOEHMANNS PLAZA GEORGIA        |  | 3,982        |  | 14,118                                      |  | 1,264 |            |  | 3,982                   |  | 15,382                                  |  |          |  | 19,364 |  | 3,955 |  | 15,409 |  |      
|LOEHMANNS PLAZA CALIFORNIA     |  | 5,420        |  | 8,679                                       |  | 406   |            |  | 5,420                   |  | 9,085                                   |  |          |  | 14,505 |  | 1,494 |  | 13,011 |  |      
|MACARTHUR PARK REPURCHASE      |  | 1,930        |  |                                            |  |      |            |  | 1,930                   |  |                                        |  |          |  | 1,930  |  |      |  | 1,930  |  |      
|MAINSTREET SQUARE              |  | 1,274        |  | 4,492                                       |  | (850  | )          |  |                        |  |                                        |  | 4,916     |  | 4,916  |  |      |  | 4,916  |  |      
|MARINERS VILLAGE               |  | 1,628        |  | 5,908                                       |  | 2,757 |            |  | 1,751                   |  | 8,542                                   |  |          |  | 10,293 |  | 1,513 |  | 8,780  |  |      
|MARKET AT PRESTON FOREST       |  | 4,400        |  | 10,753                                      |  | 92    |            |  | 4,400                   |  | 10,845                                  |  |          |  | 15,245 |  | 1,566 |  | 13,679 |  |      
|MARKET AT ROUND ROCK           |  | 2,000        |  | 9,676                                       |  | 158   |            |  | 2,000                   |  | 9,834                                   |  |          |  | 11,834 |  | 1,500 |  | 10,334 |  | 6,507 
|MARKETPLACE ST PETE            |  | 1,287        |  | 4,663                                       |  | 636   |            |  | 1,287                   |  | 5,299                                   |  |          |  | 6,586  |  | 1,275 |  | 5,311  |  |      
|MARTIN DOWNS VILLAGE CENTER    |  | 2,000        |  | 5,133                                       |  | 4,352 |            |  | 2,438                   |  | 9,047                                   |  |          |  | 11,485 |  | 3,222 |  | 8,263  |  |      
|MARTIN DOWNS VILLAGE SHOPPES   |  | 700          |  | 1,208                                       |  | 3,643 |            |  | 817                     |  | 4,734                                   |  |          |  | 5,551  |  | 1,444 |  | 4,107  |  |      
|MAXTOWN ROAD (NORTHGATE)       |  | 1,753        |  | 6,244                                       |  | 111   |            |  | 1,753                   |  | 6,355                                   |  |          |  | 8,108  |  | 1,150 |  | 6,958  |  | 4,712 
|MAYNARD CROSSING               |  | 4,066        |  | 14,084                                      |  | 1,336 |            |  | 4,066                   |  | 15,420                                  |  |          |  | 19,486 |  | 2,646 |  | 16,840 |  | 10,498
|MCMINNVILLE MARKET CENTER      |  | 1,511        |  | 5,775                                       |  |      |            |  | 1,511                   |  | 5,775                                   |  |          |  | 7,286  |  | 95    |  | 7,191  |  |       
|MEMORIAL BEND SHOPPING CENTER  |  | 3,256        |  | 11,547                                      |  | 2,660 |            |  | 3,366                   |  | 14,097                                  |  |          |  | 17,463 |  | 3,853 |  | 13,610 |  | 6,517 
|MILLHOPPER                     |  | 1,073        |  | 3,594                                       |  | 1,717 |            |  | 1,073                   |  | 5,311                                   |  |          |  | 6,384  |  | 2,420 |  | 3,964  |  |      
|MOCKINGBIRD COMMON             |  | 3,000        |  | 9,676                                       |  | 458   |            |  | 3,000                   |  | 10,134                                  |  |          |  | 13,134 |  | 1,662 |  | 11,472 |  |      
|MONUMENT JACKSON CREEK         |  | 2,999        |  | 6,476                                       |  | 12    |            |  | 2,999                   |  | 6,488                                   |  |          |  | 9,487  |  | 1,369 |  | 8,118  |  |      
|MORNINGSIDE PLAZA              |  | 4,300        |  | 13,120                                      |  | 223   |            |  | 4,300                   |  | 13,343                                  |  |          |  | 17,643 |  | 2,065 |  | 15,578 |  |      
|MURRAY LANDING                 |  | 3,655        |  | 4,587                                       |  |      |            |  | 3,655                   |  | 4,587                                   |  |          |  | 8,242  |  | 335   |  | 7,907  |  |       
|MURRAYHILL MARKETPLACE         |  | 2,600        |  | 15,753                                      |  | 2,086 |            |  | 2,670                   |  | 17,769                                  |  |          |  | 20,439 |  | 2,954 |  | 17,485 |  | 9,000 
|NASHBORO                       |  | 1,824        |  | 7,168                                       |  | 474   |            |  | 1,824                   |  | 7,642                                   |  |          |  | 9,466  |  | 1,110 |  | 8,356  |  |      



S-2



---

##### Table of Contents

##### Index to Financial Statements

REGENCY CENTERS, L.P.



Combined Real Estate and Accumulated Depreciation

December 31, 2004



|                           |  |              |  |                                             |  |        |            |  |                         |  |                                         |  |           |  |        |  |        |  |        |  |       
|-------------------------- |  | ------------ |  | ------------------------------------------- |  | ------ | ---------- |  | ----------------------- |  | --------------------------------------- |  | --------- |  | ------ |  | ------ |  | ------ |  | ------
|                           |  | Initial Cost |  | CostCapitalizedSubsequent toAcquisition (a) |  |        | Total Cost |  | AccumulatedDepreciation |  | Total CostNet ofAccumulatedDepreciation |  | Mortgages
|                           |  | Land         |  | Building &Improvements                      |  |        | Land       |  | Building &Improvements  |  | Propertiesheld forSale                  |  | Total     |  |        | 
|NEWBERRY SQUARE            |  | 2,341        |  | 8,467                                       |  | 1,507  |            |  | 2,341                   |  | 9,974                                   |  |          |  | 12,315 |  | 3,344  |  | 8,971  |  |      
|NEWLAND CENTER             |  | 12,500       |  | 12,221                                      |  | (1,974 | )          |  | 12,500                  |  | 10,247                                  |  |          |  | 22,747 |  | 2,148  |  | 20,599 |  |      
|NORTH HILLS                |  | 4,900        |  | 18,972                                      |  | 191    |            |  | 4,900                   |  | 19,163                                  |  |          |  | 24,063 |  | 2,835  |  | 21,228 |  | 6,982 
|NORTHLAKE VILLAGE I        |  | 2,662        |  | 9,685                                       |  | 757    |            |  | 2,662                   |  | 10,442                                  |  |          |  | 13,104 |  | 1,176  |  | 11,928 |  | 6,378 
|OAKBROOK PLAZA             |  | 4,000        |  | 6,366                                       |  | 172    |            |  | 4,000                   |  | 6,538                                   |  |          |  | 10,538 |  | 1,174  |  | 9,364  |  |      
|OCEAN BREEZE               |  | 1,250        |  | 3,341                                       |  | 4,293  |            |  | 1,527                   |  | 7,357                                   |  |          |  | 8,884  |  | 2,348  |  | 6,536  |  |      
|OLD ST AUGUSTINE PLAZA     |  | 2,047        |  | 7,355                                       |  | 1,576  |            |  | 2,107                   |  | 8,871                                   |  |          |  | 10,978 |  | 2,264  |  | 8,714  |  |      
|PACES FERRY PLAZA          |  | 2,812        |  | 9,968                                       |  | 2,265  |            |  | 2,812                   |  | 12,233                                  |  |          |  | 15,045 |  | 3,035  |  | 12,010 |  |      
|PALM TRAILS PLAZA          |  | 2,439        |  | 5,819                                       |  | (142   | )          |  | 2,022                   |  | 6,094                                   |  |          |  | 8,116  |  | 1,067  |  | 7,049  |  |      
|PANTHER CREEK              |  | 14,414       |  | 12,079                                      |  | 2,134  |            |  | 14,414                  |  | 14,213                                  |  |          |  | 28,627 |  | 1,587  |  | 27,040 |  | 10,315
|PARK PLACE SHOPPING CENTER |  | 2,232        |  | 7,974                                       |  | 403    |            |  | 2,232                   |  | 8,377                                   |  |          |  | 10,609 |  | 1,328  |  | 9,281  |  |      
|PASEO VILLAGE              |  | 2,550        |  | 7,780                                       |  | 562    |            |  | 2,559                   |  | 8,333                                   |  |          |  | 10,892 |  | 1,385  |  | 9,507  |  |      
|PEACHLAND PROMENADE        |  | 1,285        |  | 5,144                                       |  | 309    |            |  | 1,285                   |  | 5,453                                   |  |          |  | 6,738  |  | 1,575  |  | 5,163  |  |      
|PEARTREE VILLAGE           |  | 5,197        |  | 8,733                                       |  | 10,768 |            |  | 5,197                   |  | 19,501                                  |  |          |  | 24,698 |  | 3,884  |  | 20,814 |  | 11,547
|PHENIX CROSSING            |  | 1,544        |  |                                            |  |       |            |  | 1,544                   |  |                                        |  |          |  | 1,544  |  |       |  | 1,544  |  |      
|PIKE CREEK                 |  | 5,077        |  | 18,860                                      |  | 1,170  |            |  | 5,077                   |  | 20,030                                  |  |          |  | 25,107 |  | 3,594  |  | 21,513 |  |      
|PIMA CROSSING              |  | 5,800        |  | 24,892                                      |  | 1,136  |            |  | 5,800                   |  | 26,028                                  |  |          |  | 31,828 |  | 3,852  |  | 27,976 |  |      
|PINE LAKE VILLAGE          |  | 6,300        |  | 10,522                                      |  | 139    |            |  | 6,300                   |  | 10,661                                  |  |          |  | 16,961 |  | 1,584  |  | 15,377 |  |      
|PINE TREE PLAZA            |  | 539          |  | 1,996                                       |  | 3,504  |            |  | 539                     |  | 5,500                                   |  |          |  | 6,039  |  | 954    |  | 5,085  |  |      
|PLAZA HERMOSA              |  | 4,200        |  | 9,370                                       |  | 609    |            |  | 4,200                   |  | 9,979                                   |  |          |  | 14,179 |  | 1,508  |  | 12,671 |  |      
|POWELL STREET PLAZA        |  | 8,248        |  | 29,279                                      |  | 226    |            |  | 8,248                   |  | 29,505                                  |  |           |  | 37,753 |  | 2,250  |  | 35,503 |  |      
|POWERS FERRY SQUARE        |  | 3,608        |  | 12,791                                      |  | 4,499  |            |  | 3,608                   |  | 17,290                                  |  |          |  | 20,898 |  | 4,278  |  | 16,620 |  |      
|POWERS FERRY VILLAGE       |  | 1,191        |  | 4,224                                       |  | 287    |            |  | 1,191                   |  | 4,511                                   |  |          |  | 5,702  |  | 1,162  |  | 4,540  |  | 2,682 
|PRESTONBROOK               |  | 4,704        |  | 10,762                                      |  | (2,704 | )          |  | 4,200                   |  | 8,562                                   |  |          |  | 12,762 |  | 1,879  |  | 10,883 |  |      
|PRESTON PARK               |  | 6,400        |  | 46,896                                      |  | 2,652  |            |  | 6,400                   |  | 49,548                                  |  |          |  | 55,948 |  | 7,276  |  | 48,672 |  |      
|PRESTONWOOD PARK           |  | 8,077        |  | 14,938                                      |  | 182    |            |  | 8,077                   |  | 15,120                                  |  |          |  | 23,197 |  | 2,316  |  | 20,881 |  |      
|REGENCY COURT              |  | 3,571        |  | 12,664                                      |  | (456   | )          |  | 3,571                   |  | 12,208                                  |  |          |  | 15,779 |  | 1,159  |  | 14,620 |  |      
|REGENCY SQUARE BRANDON     |  | 578          |  | 18,157                                      |  | 10,505 |            |  | 4,770                   |  | 24,470                                  |  |          |  | 29,240 |  | 10,695 |  | 18,545 |  |      
|RIVERMONT STATION          |  | 2,887        |  | 10,445                                      |  | 164    |            |  | 2,887                   |  | 10,609                                  |  |          |  | 13,496 |  | 2,034  |  | 11,462 |  |      
|RONA PLAZA                 |  | 1,500        |  | 4,356                                       |  | 72     |            |  | 1,500                   |  | 4,428                                   |  |          |  | 5,928  |  | 649    |  | 5,279  |  |      
|RUSSELL RIDGE              |  | 2,153        |  |                                            |  | 6,695  |            |  | 2,215                   |  | 6,633                                   |  |          |  | 8,848  |  | 1,739  |  | 7,109  |  | 5,900 
|SAMMAMISH HIGHLAND         |  | 9,300        |  | 7,553                                       |  | 136    |            |  | 9,300                   |  | 7,689                                   |  |          |  | 16,989 |  | 1,174  |  | 15,815 |  |      
|SAN LEANDRO                |  | 1,300        |  | 7,891                                       |  | 225    |            |  | 1,300                   |  | 8,116                                   |  |          |  | 9,416  |  | 1,286  |  | 8,130  |  |      
|SANTA ANA DOWNTOWN         |  | 4,240        |  | 7,319                                       |  | 837    |            |  | 4,240                   |  | 8,156                                   |  |          |  | 12,396 |  | 1,406  |  | 10,990 |  |      
|SEQUOIA STATION            |  | 9,100        |  | 17,900                                      |  | 162    |            |  | 9,100                   |  | 18,062                                  |  |          |  | 27,162 |  | 2,687  |  | 24,475 |  |      
|SHERWOOD CROSSROADS        |  | 2,731        |  | 3,612                                       |  | 1,692  |            |  | 2,731                   |  | 5,304                                   |  |          |  | 8,035  |  | 388    |  | 7,647  |  |      
|SHERWOOD MARKET CENTER     |  | 3,475        |  | 15,898                                      |  | 92     |            |  | 3,475                   |  | 15,990                                  |  |          |  | 19,465 |  | 2,489  |  | 16,976 |  |      
|SHILOH SPRINGS             |  | 4,968        |  | 7,859                                       |  | 4,461  |            |  | 5,739                   |  | 11,549                                  |  |          |  | 17,288 |  | 3,733  |  | 13,555 |  |      
|SHOPPES AT MASON           |  | 1,577        |  | 5,358                                       |  | 64     |            |  | 1,577                   |  | 5,422                                   |  |          |  | 6,999  |  | 949    |  | 6,050  |  | 3,458 
|SOUTH MOUNTAIN             |  | 934          |  |                                            |  |       |            |  | 934                     |  |                                        |  |          |  | 934    |  |       |  | 934    |  |      
|SOUTH POINT PLAZA          |  | 5,000        |  | 10,086                                      |  | 144    |            |  | 5,000                   |  | 10,230                                  |  |          |  | 15,230 |  | 1,539  |  | 13,691 |  |      
|SOUTHPOINT CROSSING        |  | 4,399        |  | 11,116                                      |  | 957    |            |  | 4,399                   |  | 12,073                                  |  |          |  | 16,472 |  | 1,903  |  | 14,569 |  |      
|SOUTHCENTER                |  | 1,300        |  | 12,251                                      |  | 210    |            |  | 1,300                   |  | 12,461                                  |  |          |  | 13,761 |  | 1,812  |  | 11,949 |  |      
|STARKE                     |  | 71           |  | 1,674                                       |  | 9      |            |  | 71                      |  | 1,683                                   |  |          |  | 1,754  |  | 170    |  | 1,584  |  |      
|STATLER SQUARE PHASE I     |  | 2,228        |  | 7,480                                       |  | 783    |            |  | 2,228                   |  | 8,263                                   |  |          |  | 10,491 |  | 1,506  |  | 8,985  |  | 4,842 
|STERLING RIDGE             |  | 12,846       |  | 10,085                                      |  | 1,924  |            |  | 12,846                  |  | 12,009                                  |  |          |  | 24,855 |  | 1,344  |  | 23,511 |  | 10,569
|STRAWFLOWER VILLAGE        |  | 4,060        |  | 7,233                                       |  | 352    |            |  | 4,060                   |  | 7,585                                   |  |          |  | 11,645 |  | 1,194  |  | 10,451 |  |      
|STROH RANCH                |  | 4,138        |  | 7,111                                       |  | 968    |            |  | 4,280                   |  | 7,937                                   |  |          |  | 12,217 |  | 1,587  |  | 10,630 |  |      
|SUNNYSIDE 205              |  | 1,200        |  | 8,703                                       |  | 281    |            |  | 1,200                   |  | 8,984                                   |  |          |  | 10,184 |  | 1,394  |  | 8,790  |  |      
|TALL OAKS VILLAGE CENTER   |  | 1,858        |  | 6,736                                       |  | 75     |            |  | 1,858                   |  | 6,811                                   |  |          |  | 8,669  |  | 479    |  | 8,190  |  | 6,261 



S-3



---

##### Table of Contents

##### Index to Financial Statements

REGENCY CENTERS, L.P.



Combined Real Estate and Accumulated Depreciation

December 31, 2004



|                                   |  |              |  |                        |                                             |  |         |            |  |                         |  |                                         |                        |           |       |  |           |  |         |  |           |  |        
|---------------------------------- |  | ------------ |  | ---------------------- | ------------------------------------------- |  | ------- | ---------- |  | ----------------------- |  | --------------------------------------- | ---------------------- | --------- | ----- |  | --------- |  | ------- |  | --------- |  | -------
|                                   |  | Initial Cost |  |                        | CostCapitalizedSubsequent toAcquisition (a) |  |         | Total Cost |  | AccumulatedDepreciation |  | Total CostNet ofAccumulatedDepreciation |                        | Mortgages
|                                   |  | Land         |  | Building &Improvements |                                             |  |         | Land       |  | Building &Improvements  |  |                                         | Propertiesheld forSale |           | Total |  |           | 
|TASSAJARA CROSSING                 |  | 8,560        |  | 14,900                 |                                             |  | 166     |            |  | 8,560                   |  | 15,066                                  |                        |           |      |  | 23,626    |  | 2,223   |  | 21,403    |  |       
|THE MARKET AT OPITZ CROSSING       |  | 9,902        |  | 8,339                  |                                             |  | 803     |            |  | 9,903                   |  | 9,141                                   |                        |           |      |  | 19,044    |  | 748     |  | 18,296    |  | 12,352 
|THE SHOPS                          |  | 3,293        |  | 2,320                  |                                             |  | 822     |            |  | 3,293                   |  | 3,142                                   |                        |           |      |  | 6,435     |  | 200     |  | 6,235     |  | 4,714  
|THE SHOPS OF SANTA BARBARA         |  | 9,477        |  | 1,323                  |                                             |  | 6       |            |  | 9,477                   |  | 1,329                                   |                        |           |      |  | 10,806    |  | 354     |  | 10,452    |  | 7,916  
|THOMAS LAKE                        |  | 6,000        |  | 10,302                 |                                             |  | 205     |            |  | 6,000                   |  | 10,507                                  |                        |           |      |  | 16,507    |  | 1,543   |  | 14,964    |  |       
|TOWN CENTER AT MARTIN DOWNS        |  | 1,364        |  | 4,985                  |                                             |  | 145     |            |  | 1,364                   |  | 5,130                                   |                        |           |      |  | 6,494     |  | 1,046   |  | 5,448     |  |       
|TOWN SQUARE                        |  | 438          |  | 1,555                  |                                             |  | 6,948   |            |  | 883                     |  | 8,058                                   |                        |           |      |  | 8,941     |  | 1,293   |  | 7,648     |  |       
|TRACE CROSSING                     |  | 4,356        |  | 4,896                  |                                             |  |        |            |  | 4,356                   |  | 4,896                                   |                        |           |      |  | 9,252     |  | 417     |  | 8,835     |  | 8,438  
|TROPHY CLUB                        |  | 2,595        |  | 10,467                 |                                             |  | 161     |            |  | 2,595                   |  | 10,628                                  |                        |           |      |  | 13,223    |  | 1,344   |  | 11,879    |  |       
|TWIN PEAKS                         |  | 5,200        |  | 25,120                 |                                             |  | 182     |            |  | 5,200                   |  | 25,302                                  |                        |           |      |  | 30,502    |  | 3,795   |  | 26,707    |  |       
|UNION SQUARE SHOPPING CENTER       |  | 1,579        |  | 5,934                  |                                             |  | 454     |            |  | 1,579                   |  | 6,388                                   |                        |           |      |  | 7,967     |  | 1,452   |  | 6,515     |  |       
|UNIVERSITY COLLECTION              |  | 2,530        |  | 8,972                  |                                             |  | 771     |            |  | 2,530                   |  | 9,743                                   |                        |           |      |  | 12,273    |  | 2,185   |  | 10,088    |  |       
|VALENCIA CROSSROADS                |  | 17,913       |  | 17,357                 |                                             |  |        |            |  | 17,913                  |  | 17,357                                  |                        |           |      |  | 35,270    |  | 1,479   |  | 33,791    |  |       
|VALLEY RANCH CENTRE                |  | 3,021        |  | 10,728                 |                                             |  | 35      |            |  | 3,021                   |  | 10,763                                  |                        |           |      |  | 13,784    |  | 1,610   |  | 12,174    |  |       
|VENTURA VILLAGE                    |  | 4,300        |  | 6,351                  |                                             |  | 223     |            |  | 4,300                   |  | 6,574                                   |                        |           |      |  | 10,874    |  | 990     |  | 9,884     |  |       
|VILLAGE CENTER 6                   |  | 3,885        |  | 10,799                 |                                             |  | 1,042   |            |  | 3,885                   |  | 11,841                                  |                        |           |      |  | 15,726    |  | 2,924   |  | 12,802    |  |       
|VILLAGE IN TRUSSVILLE              |  | 974          |  | 3,261                  |                                             |  | 486     |            |  | 1,142                   |  | 3,579                                   |                        |           |      |  | 4,721     |  | 1,184   |  | 3,537     |  |       
|VINEYARD SHOPPING CENTER           |  | 2,802        |  | 3,916                  |                                             |  |        |            |  | 2,802                   |  | 3,916                                   |                        |           |      |  | 6,718     |  | 426     |  | 6,292     |  |       
|WALKER CENTER                      |  | 3,840        |  | 6,418                  |                                             |  | 405     |            |  | 3,840                   |  | 6,823                                   |                        |           |      |  | 10,663    |  | 1,057   |  | 9,606     |  |       
|WATERFORD TOWNE CENTER             |  | 5,650        |  | 6,844                  |                                             |  | 1,927   |            |  | 6,493                   |  | 7,928                                   |                        |           |      |  | 14,421    |  | 1,806   |  | 12,615    |  |       
|WELLEBY                            |  | 1,496        |  | 5,372                  |                                             |  | 2,223   |            |  | 1,496                   |  | 7,595                                   |                        |           |      |  | 9,091     |  | 2,289   |  | 6,802     |  |       
|WELLINGTON TOWN SQUARE             |  | 1,914        |  | 7,198                  |                                             |  | 4,472   |            |  | 2,150                   |  | 11,434                                  |                        |           |      |  | 13,584    |  | 1,867   |  | 11,717    |  |       
|WEST PARK PLAZA                    |  | 5,840        |  | 4,992                  |                                             |  | 311     |            |  | 5,840                   |  | 5,303                                   |                        |           |      |  | 11,143    |  | 802     |  | 10,341    |  |       
|WESTBROOK COMMONS                  |  | 3,366        |  | 11,928                 |                                             |  | 863     |            |  | 3,366                   |  | 12,791                                  |                        |           |      |  | 16,157    |  | 1,208   |  | 14,949    |  |       
|WESTCHESTER PLAZA                  |  | 1,857        |  | 6,456                  |                                             |  | 871     |            |  | 1,857                   |  | 7,327                                   |                        |           |      |  | 9,184     |  | 1,656   |  | 7,528     |  | 5,052  
|WESTRIDGE                          |  | 9,516        |  | 10,789                 |                                             |  |        |            |  | 9,516                   |  | 10,789                                  |                        |           |      |  | 20,305    |  | 453     |  | 19,852    |  |        
|WESTLAKE VILLAGE CENTER            |  | 7,043        |  | 25,744                 |                                             |  | 888     |            |  | 7,043                   |  | 26,632                                  |                        |           |      |  | 33,675    |  | 4,463   |  | 29,212    |  |       
|WHITE OAK - DOVER, DE              |  | 2,147        |  | 2,927                  |                                             |  | 138     |            |  | 2,143                   |  | 3,069                                   |                        |           |      |  | 5,212     |  | 366     |  | 4,846     |  |       
|WILLA SPRINGS SHOPPING CENTER      |  | 2,004        |  | 9,266                  |                                             |  | (117    | )          |  | 2,143                   |  | 9,010                                   |                        |           |      |  | 11,153    |  | 1,086   |  | 10,067    |  |       
|WINDMILLER PLAZA PHASE I           |  | 2,620        |  | 11,190                 |                                             |  | 1,338   |            |  | 2,619                   |  | 12,529                                  |                        |           |      |  | 15,148    |  | 2,046   |  | 13,102    |  |       
|WOODCROFT SHOPPING CENTER          |  | 1,418        |  | 5,211                  |                                             |  | 547     |            |  | 1,418                   |  | 5,758                                   |                        |           |      |  | 7,176     |  | 1,369   |  | 5,807     |  |       
|WOODMAN VAN NUYS                   |  | 5,499        |  | 6,834                  |                                             |  | 346     |            |  | 5,499                   |  | 7,180                                   |                        |           |      |  | 12,679    |  | 1,132   |  | 11,547    |  | 4,806  
|WOODMEN PLAZA                      |  | 6,013        |  | 10,077                 |                                             |  | (40     | )          |  | 6,644                   |  | 9,406                                   |                        |           |      |  | 16,050    |  | 2,651   |  | 13,399    |  |       
|WOODSIDE CENTRAL                   |  | 3,499        |  | 8,845                  |                                             |  | 117     |            |  | 3,499                   |  | 8,962                                   |                        |           |      |  | 12,461    |  | 1,326   |  | 11,135    |  |       
|WORTHINGTON PARK CENTRE            |  | 3,345        |  | 10,053                 |                                             |  | 1,037   |            |  | 3,345                   |  | 11,090                                  |                        |           |      |  | 14,435    |  | 2,666   |  | 11,769    |  |       
|                                   |  |              |  |                        |                                             |  |         |            |  |                         |  |                                         |                        |           |       |  |          |  |        |  |          |  |        
|OPERATING BUILD TO SUIT PROPERTIES |  | 4,315        |  | (202                   | )                                           |  |        |            |  | 4,315                   |  | (202                                    | )                      |           |       |  | 4,113     |  | 3,810   |  | 303       |  |       
|                                   |  |              |  |                        |                                             |  |         |            |  |                         |  |                                         |                        |           |       |  |           |  |         |  |           |  |        
|                                   |  | 788,453      |  | 1,719,495              |                                             |  | 218,830 |            |  | 806,207                 |  | 1,915,655                               |                        |           | 4,916 |  | 2,726,778 |  | 338,609 |  | 2,388,169 |  | 315,409
|                                   |  |              |  |                        |                                             |  |         |            |  |                         |  |                                         |                        |           |       |  |           |  |         |  |           |  |        

---

|(a) | The negative balance for costs capitalized subsequent to acquisiton could include out-parcels sold, provision for loss recorded and development transfers subsequent to the initial
costs.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



S-4



---

##### Table of Contents

##### Index to Financial Statements

REGENCY CENTERS, L.P.



Combined Real Estate and Accumulated Depreciation

December 31, 2004



Depreciation and amortization of the Partnerships investment in buildings and improvements reflected in the statements of operation is calculated over the estimated useful lives of the assets as follows:



Buildings and improvements
                     up to 40 years



The aggregate cost for Federal income tax purposes was approximately $2.7 billion at December 31, 2004.



The changes in total real estate assets for the years ended December 31, 2004, 2003 and 2002:



|                                                                                                                               |  |      |           |   |      |           |   |      |           |  
|------------------------------------------------------------------------------------------------------------------------------ |  | ---- | --------- | - | ---- | --------- | - | ---- | --------- | -
|                                                                                                                               |  | 2004 |           |   | 2003 |           |   | 2002 |          
|Balance, beginning of year                                                                                                     |  | $    | 2,656,376 |   |      | 2,692,503 |   |      | 2,673,164 |  
|Developed or acquired properties                                                                                               |  |      | 322,659   |   |      | 238,964   |   |      | 402,035   |  
|Sale of properties                                                                                                             |  |      | (261,098  | ) |      | (287,547  | ) |      | (397,203  | )
|Provision for loss on operating properties                                                                                     |  |      | (810      | ) |      | (1,969    | ) |      | (4,369    | )
|Reclass accumulated depreciation to adjust building basis                                                                      |  |      | (1,010    | ) |      | 440       |   |      | (7,021    | )
|Reclass accumulated depreciation related to properties held for sale                                                           |  |      | (997      | ) |      | (2,537    | ) |      | (3,409    | )
|Reclass accumulated depreciation related to properties held for sale recharacterized in 2002 to properties to be held and used |  |      |          |   |      |          |   |      | 10,772    |  
|Improvements                                                                                                                   |  |      | 11,658    |   |      | 16,522    |   |      | 18,534    |  
|                                                                                                                               |  |      |           |   |      |           |   |      |           |  
|Balance, end of year                                                                                                           |  | $    | 2,726,778 |   |      | 2,656,376 |   |      | 2,692,503 |  
|                                                                                                                               |  |      |           |   |      |           |   |      |           |  



The changes in accumulated
depreciation for the years ended December 31, 2004, 2003 and 2002:



|                                                                                                                               |  |      |         |   |      |         |   |      |         |  
|------------------------------------------------------------------------------------------------------------------------------ |  | ---- | ------- | - | ---- | ------- | - | ---- | ------- | -
|                                                                                                                               |  | 2004 |         |   | 2003 |         |   | 2002 |        
|Balance, beginning of year                                                                                                     |  | $    | 285,665 |   |      | 244,596 |   |      | 202,325 |  
|Sale of properties                                                                                                             |  |      | (16,152 | ) |      | (23,708 | ) |      | (23,593 | )
|Reclass accumulated depreciation to adjust building basis                                                                      |  |      | (1,010  | ) |      | 440     |   |      | (7,021  | )
|Reclass accumulated depreciation related to properties held for sale                                                           |  |      | (997    | ) |      | (2,537  | ) |      | (3,409  | )
|Reclass accumulated depreciation related to properties held for sale recharacterized in 2002 to properties to be held and used |  |      |        |   |      |        |   |      | 10,772  |  
|Depreciation for year                                                                                                          |  |      | 71,103  |   |      | 66,874  |   |      | 65,522  |  
|                                                                                                                               |  |      |         |   |      |         |   |      |         |  
|Balance, end of year                                                                                                           |  | $    | 338,609 |   |      | 285,665 |   |      | 244,596 |  
|                                                                                                                               |  |      |         |   |      |         |   |      |         |  



S-5